UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 0-18984
REYNOLDS, SMITH AND HILLS, INC.
EMPLOYEES 401(k) PROFIT SHARING PLAN
(Full title of the plan)
REYNOLDS, SMITH AND HILLS, INC.
(Name of issuer of the securities held pursuant to the plan)
4651 Salisbury Road, Jacksonville, Florida 32256
(Address of principal executive office of issuer and plan)
REYNOLDS, SMITH AND HILLS, INC.
EMPLOYEES 401(k) PROFIT SHARING PLAN
Financial Statements for the Years Ended
December 31, 1999 and 1998 and Supplemental
Schedule for the Year Ended December
31, 1999 and Independent Auditors' Report
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k) PROFIT SHARING PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5
SUPPLEMENTAL SCHEDULE:
Form 5500 Schedule II Part IV Line 4i - Schedule of Assets
Held for Investment Purposes as of December 31, 1999 9
INDEPENDENT AUDITORS' REPORT
Trustees
Reynolds, Smith and Hills, Inc. Employees
40l(k) Profit Sharing Plan
Jacksonville, Florida
We have audited the accompanying statements of net assets available for benefits
of Reynolds, Smith and Hills, Inc. Employees 401(k) Profit Sharing Plan (the
"Plan") as of December 31, 1999 and 1998, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.
As explained in Note 1 to the financial statements, the 1999 and 1998 financial
statements include securities valued at $1,437,555 (7 percent of net assets
available for benefits) and $1,394,428 (8 percent of net assets available for
benefits), respectively, whose values have been estimated by the Board of
Trustees in the absence of readily ascertainable market values. We have examined
the procedures used by the Board of Trustees in arriving at its estimate of
value of such securities and have inspected underlying documentation, and, in
the circumstances, we believe the procedures are reasonable and the
documentation appropriate. However, because of the inherent uncertainty of
valuation, those estimated values may differ significantly from the values that
would have been used had a ready market for the securities existed, and the
differences could be material.
1
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department for Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
Such supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/Deloitte & Touche LLP
Certified Public Accountants
May 26, 2000
2
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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1999 1998
ASSETS:
Investments, at fair value (Note 3):
Collective funds $ 18,621,128 $ 16,057,786
Short-term investments 4,858 102
Investments, at estimated fair value (Note 3):
Reynolds, Smith and Hills, Inc. common stock 1,437,555 1,394,428
Loans to participants 562,970 632,258
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Total investments 20,626,511 18,084,574
Contributions receivable 43,206
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NET ASSETS AVAILABLE FOR BENEFITS $ 20,669,717 $ 18,084,574
========== ==========
The accompanying notes are an integral part of these financial statements.
3
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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1999 1998
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income $ 1,215,843 $ 713,859
Net appreciation in value of Reynolds, Smith and
Hills, Inc. common stock 43,127 55,119
Net appreciation in fair value of investments 1,535,436 1,199,890
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Net investment income 2,794,406 1,968,868
Contributions from employer 280,143 177,303
Contributions from employees 1,645,811 1,627,343
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Total additions 4,720,360 3,773,514
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Administrative expenses 35,795 37,879
Distributions, net 2,099,422 1,775,771
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Total deductions 2,135,217 1,813,650
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Net increase 2,585,143 1,959,864
NET ASSETS AVAILABLE FOR BENEFITS
AT BEGINNING OF YEAR 18,084,574 16,124,710
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR $ 20,669,717 $ 18,084,574
========== ==========
The accompanying notes are an integral part of these financial statements.
4
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF PLAN
The following description of the Reynolds, Smith and Hills, Inc. Employees
401(k) Profit Sharing Plan (the "Plan") provides general information to
participants. Participants should refer to the pamphlet, Summary Plan
Description for the April 1,1996 Amendment and Restatement of the
Reynolds, Smith and Hills, Inc. Employees 401(k) Profit Sharing Plan, for
a more complete description of the Plan. Copies of the pamphlet are
available from the Plan Coordinator.
General - The Plan was commenced and made effective January 1, 1990. The
Plan is a defined contribution plan established under Section 401(k) of
the Internal Revenue Code. The Plan was established for the benefit of
employees of Reynolds, Smith and Hills, Inc. (the "Company") and
subsidiaries. The Plan is subject to the provisions of the Employees
Retirement Income Security Act of 1974 (ERISA).
Plan Amendment - The Plan was amended on September 30, 1999, to increase
employer matching from 25% to 50%, eliminate the 480 hour waiting period
for new employee entry to the Plan, and increase the account balance
requirement from $3,500 to $5,000 for lump sum payments made to
terminating employees.
Investment Options - Participating employees have the right to choose the
investment funds in which contributions to their accounts are invested,
and may choose to allocate and reallocate amounts credited to their
accounts among all or any combination of the investment funds. A
participating employee may change his investment decision at any time by
contacting the Trustee. Changes involving Reynolds, Smith and Hills, Inc.
common stock are handled by the plan administrator on a quarterly basis.
Earnings on the investment funds are allocated among the accounts of
participants that have elected to invest in each such fund.
Accounts may be invested among the following:
(i) INVESCO Retirement Trust Stable Value Fund;
(ii) INVESCO Select Income Fund;
(iii) INVESCO Retirement Trust Total Return;
(iv) INVESCO Value Equity Fund;
(v) INVESCO Dynamics Fund;
(vi) INVESCO Small Company Growth Fund;
(vii) Janus Overseas Fund: and
5
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998 (Continued)
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(viii) Reynolds, Smith and Hills, Inc. common stock.
Plan participants may direct the investment of all funds credited to their
account to any or all investment funds in increments of 1%.
Contributions - The Plan allows participating employees to contribute from
2% to 15% of their earned compensation with a total amount not to exceed
$10,000 in 1999 and 1998. The dollar limit is indexed yearly for
inflation. The employer matches 50% of the employee's annual contribution
up to 6% of an employee's contribution level. In addition, the employer
may make discretionary contributions to the Plan in cash, company stock,
or a combination of the two.
Participant Accounts - Each participant's account is credited with the
participant's contribution, the Company's contributions, Plan earnings,
and the allocation of associated administrative expenses.
Vesting - Participants are fully vested in their voluntary contributions
plus actual earnings thereon. Vesting in the remainder of the account
balances is based on years of participant service. A participant is 100%
vested after five years of credited service.
Withdrawals - Participants may withdraw all of the vested amounts credited
to their accounts. Also, a participant may elect to withdraw certain
amounts from his deferred contribution account due to the financial
hardship of the participant.
Loans - Participants may request loans from the Plan subject to allowable
available participant balances and other conditions.
Payment of Benefits - On termination of employment, a participant with an
account balance of $5,000 or less may elect a lump sum payment of the
participant's account balance. The Plan provides other payment schedules
for payment of participant balances in excess of $5,000. As of December
31, 1999, $3,655,870 in benefits was owed to participants that had
withdrawn from the plan.
In the event of death or disability of a participant, payment may be made
in a lump sum amount equal to the value of the participant's account as of
the next quarterly valuation date.
Plan Termination - Although the Company has not expressed any intent to do
so, the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, participants will
become 100% vested in their accounts.
6
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998 (Continued)
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are presented
on the accrual basis of accounting.
Investments - Short-term investments and loans to participants are carried
at cost which approximates market value. The Plan's investments are stated
at fair value. Shares of registered investment companies are valued at
quoted market prices which represent the net asset value of shares held by
the Plan at year-end. Investments in the common stock of the Plan's
sponsor, Reynolds, Smith and Hills, Inc., are recorded at an estimated
value as there is no active market for the stock.
Payment of Benefits - Benefits are recorded when paid.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
3. INVESTMENTS
Except for the Plan's investments in loans to participants and common
stock of the plan sponsor, the Plan's investments are held in a trust fund
administered by the Trust Department of INVESCO Trust Company. Such
investments consist primarily of the Plan's short-term investments and
investments in mutual funds and collective trust funds.
7
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998 (Concluded)
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The following table summarizes all investments held, by fund, at December
31, 1999 and 1998:
December 31
------------------------------------------
1999 1998
Investments at Fair Value as Determined by Quoted Market Price
INVESCO mutual funds:
Value Equity Fund; 214,941 and 264,214 units $ 5,801,256 * $ 7,770,562 *
Select Income Fund; 207,942 and 213,730 units 1,262,209 * 1,406,348 *
Dynamics Fund; 166,701 and 131,343 units 4,310,880 * 2,068,659 *
Small Company Growth Fund; 89,859 and 77,694 units 1,673,175 * 899,695
---------- ----------
13,047,520 12,145,264
Janus mutual funds:
Janus Overseas fund; 13,605 and 0 units 506,112
---------- ----------
506,112
INVESCO collective trust funds:
Retirement Trust Stable Value Fund; 3,942,083 and
2,823,819 units 3,942,082 * 2,823,818 *
Retirement Trust Total Return Fund; 29,804 and
28,786 units 1,125,414 * 1,088,704 *
---------- ----------
5,067,496 3,912,522
Stock Liquidity Fund; 4,858 and 102 units 4,858 102
Investments at Estimated Fair Value
Reynolds, Smith and Hills, Inc. common stock;
95,837 shares 1,437,555 * 1,394,428
Loans to participants 562,970 632,258
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2,000,525 2,026,686
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Total investments $ 20,626,511 $ 18,084,574
========== ===========
* Investment exceeds 5% of net assets available for benefits.
4. INCOME TAX STATUS
The Plan obtained its latest determination letter on November 5, 1997, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination letter.
However, the plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements
of the Internal Revenue Code. Therefore, they believe that the Plan was
qualified and the related trust was tax-exempt as of the financial
statement date.
* * * * * *
8
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES
401(k) PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
FORM 5500 SCHEDULE II PART IV LINE 4i - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
DECEMBER 31, 1999
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Number of Shares,
Units or Principal Market
Amount Description Cost Value
INVESCO Mutual Funds
207,942 INVESCO Select Income Fund $ 1,330,315 $ 1,262,209
214,941 INVESCO Value Equity Fund 6,465,626 5,801,256
166,701 INVESCO Dynamics Fund 3,205,729 4,310,880
89,859 INVESCO Small Company
Growth Fund 1,208,912 1,673,175
Janus Mutual Funds
13,605 Janus Mutual Funds 434,112 506,112
INVESCO Collective Trust Funds (Commingled Funds)
3,942,083 INVESCO Retirement Trust
Stable Value Fund 3,942,083 3,942,082
29,804 INVESCO Retirement Trust
Total Return Fund 1,192,622 1,125,414
Stock Fund
4,858 INVESCO Stock Liquidity Fund 4,858 4,858
95,837 Reynolds, Smith and Hills, Inc.
Common Stock 1,396,754 1,437,555
LOAN FUND
562,970 Loans to participants 562,970 562,970
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TOTAL ALL FUNDS $ 19,743,981 $ 20,626,511
========== ==========
9
Deloitte & Touche Letterhead
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
Numbered 33-33536, 33-40554, 33-40553, 33-40552, 33-40551, 33-51100, 33-51102,
33-51320 and 333-40237 of Reynolds, Smith and Hills, Inc. on FOrm S-8 of our
report dated May 26, 2000 appearing in this Annual Report on Form 11-K of the
Reynolds, Smith & Hills, Inc. Employees 401(k) Profit Sharing Plan for the year
ended December 31, 1999.
Deloitte & Touche LLP
Certified Public Accountants
Jacksonville, Florida
August 11, 2000
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
REYNOLDS, SMITH AND HILLS, INC.
EMPLOYEE 401(k) PROFIT SHARING PLAN
By: /s/ Darold F. Cole
--------------------------------------
Darold F. Cole
Chairman, Administrative Committee
and Senior Vice President and Director
Reynolds, Smith and Hills, Inc.
Date: August 11, 2000