UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Period Ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________ Commission File No. 0-18984 REYNOLDS, SMITH AND HILLS, INC. (Exact name of registrant as specified in its charter) Florida 59-2986466 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4651 Salisbury Road, Suite 400 32256 Jacksonville, Florida (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (904) 296-2000 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 12 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[ ] The number of shares outstanding of the registrant's Common Stock, par value $.01 per share, at December 31, 2000 was 453,140 shares. PART 1: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS REYNOLDS, SMITH AND HILLS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - -------------------------------------------------------------------------------- Nine Months Ended Three Months Ended December 31 December 31 2000 1999 2000 1999 --------------- --------------- --------------- --------------- GROSS REVENUE $ 42,406,000 $ 37,220,000 $ 13,957,000 $ 14,617,000 SUBCONTRACT AND OTHER DIRECT COSTS 10,229,000 9,290,000 3,234,000 4,323,000 --------------- --------------- --------------- --------------- Net service revenue 32,177,000 27,930,000 10,723,000 10,294,000 COST OF SERVICES 12,166,000 10,771,000 4,021,000 3,880,000 --------------- --------------- --------------- --------------- Gross profit 20,011,000 17,159,000 6,702,000 6,414,000 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 19,110,000 16,098,000 6,502,000 5,783,000 --------------- --------------- --------------- --------------- Operating income 901,000 1,061,000 200,000 631,000 OTHER INCOME (EXPENSE) Interest and other income 49,000 33,000 23,000 9,000 Interest expense (9,000) (46,000) (2,000) (17,000) --------------- --------------- --------------- --------------- Income before income taxes 941,000 1,048,000 221,000 623,000 INCOME TAX EXPENSE 403,000 418,000 100,000 233,000 --------------- --------------- --------------- --------------- NET INCOME $ 538,000 $ 630,000 $ 121,000 $ 390,000 =============== =============== =============== =============== BASIC EARNING PER SHARE $ 1.19 $ 1.41 $ .27 $ .87 --------------- --------------- --------------- --------------- WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 453,000 448,000 453,000 448,000 =============== =============== =============== =============== See accompanying notes to consolidated financial statements. 2 REYNOLDS, SMITH AND HILLS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) - -------------------------------------------------------------------------------- DEC 31, MARCH 31, ASSETS 2000 2000 - ------ --------------- --------------- CURRENT ASSETS: Cash $ 226,000 $ 457,000 Accounts receivable, net of allowance for doubtful accounts of $120,000 and $131,000 6,139,000 6,490,000 Unbilled service revenue 6,267,000 5,179,000 Prepaid expenses and other current assets 117,000 159,000 Deferred income taxes 431,000 431,000 --------------- --------------- Total current assets 13,180,000 12,716,000 PROPERTY AND EQUIPMENT, net 2,400,000 2,513,000 OTHER ASSETS 180,000 180,000 COST IN EXCESS OF NET ASSETS OF ACQUIRED BUSINESSES, net ofaccumulated amortization of $388,000 and $313,000 1,233,000 1,308,000 --------------- --------------- $ 16,993,000 $ 16,717,000 =============== =============== LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES: Notes payable and current portion of long-term debt $ 100,000 $ 100,000 Accounts payable 2,078,000 3,120,000 Accrued payroll 1,042,000 466,000 Accrued incentive compensation 653,000 883,000 Accrued expenses 893,000 1,268,000 Unearned service revenue 3,807,000 2,919,000 --------------- --------------- Total current liabilities 8,573,000 8,756,000 LONG-TERM DEBT 0 100,000 DEFERRED INCOME TAXES 173,000 173,000 OTHER LIABILITIES 351,000 387,000 --------------- --------------- Total liabilities 9,097,000 9,416,000 --------------- --------------- SHAREHOLDERS? EQUITY: Common Stock, $.01 par value, 4,000,000 shares authorized, 453,000 and 448,000 issued and outstanding 5,000 5,000 Paid-in capital 3,627,000 3,570,000 Retained earnings 4,264,000 3,726,000 --------------- --------------- Total shareholders' equity 7,896,000 7,301,000 --------------- --------------- $ 16,993,000 $ 16,717,000 =============== =============== See accompanying notes to consolidated financial statements. 3 REYNOLDS, SMITH AND HILLS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) NINE MONTHS ENDED DECEMBER 31 2000 1999 --------------- -------------- OPERATING ACTIVITIES: Net income $ 538,000 $ 630,000 Adjustments to reconcile net income to net cash: Depreciation and amortization 700,000 691,000 Deferred rent charges (36,000) (29,000) Other 57,000 50,000 Change in operating assets and liabilities: Accounts receivable and unbilled service revenue (737,000) (2,667,000) Other assets and prepaid expenses 28,000 35,000 Accounts payable and accrued expenses (1,071,000) 1,106,000 Unearned service revenue 888,000 1,037,000 --------------- -------------- Net cash provided by operating activities 367,000 853,000 --------------- -------------- INVESTING ACTIVITIES: Capital expenditures (498,000) (839,000) Other 0 3,000 --------------- -------------- Net cash used by investing activities (498,000) (836,000) --------------- -------------- FINANCING ACTIVITIES: Repayments of long-term debt (100,000) (100,000) Net increase in credit line payable to bank 0 160,000 --------------- -------------- Net cash (used) provided by financing activities (100,000) 60,000 --------------- -------------- NET (DECREASE) INCREASE IN CASH (231,000) 77,000 CASH AT BEGINNING OF PERIOD 457,000 68,000 --------------- -------------- CASH AT END OF PERIOD $ 226,000 $ 145,000 =============== ============== See accompanying notes to consolidated financial statements. 4 BASIS OF PRESENTATION - --------------------- 1) The accompanying unaudited consolidated financial statements, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the results of operations and financial position of the Company for the periods indicated. However, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements, schedules, and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended March 31, 2000. 2) Earnings per share of common stock are based on weighted average number of shares outstanding during each period. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - --------------------- Gross revenue for the first nine months of fiscal 2001 was $42.4 million as compared to $37.2 million for the first nine months of fiscal 2000. This $5.2 million increase (14%) was due primarily to increased revenues in the transportation, aviation, aerospace/defense, and commercial programs as a result of current and prior year marketing efforts. Gross revenue for the third quarter of fiscal 2001 was $14.0 million as compared to $14.6 million for the third quarter of fiscal 2000. This 5% decrease occurred primarily in the institutional program. Subcontract and other direct costs remained relatively constant at 32% and 33% of net service revenues for the first nine months of fiscal years 2001 and 2000, respectively. Subcontract and other direct costs were 30% and 42% of net service revenues for the third quarter of fiscal years 2001 and 2000, respectively. This decrease for the third quarter was primarily due to a decrease in subconsultants in the institutional program as well as a decrease in subconsultants and temporary staffing in the aerospace/defense program. Net service revenue more accurately reflects revenue for services performed by the Company. Net service revenue was $32.2 million for the first nine months of fiscal 2001 compared to $27.9 million for the first nine months of fiscal 2000. This 15% increase corresponds to the increase in gross revenues. Net service revenue was $10.7 million for the third quarter of fiscal 2001 as compared to $10.3 million for the prior years quarter. This 4% increase is a result of reduced subcontract and other direct costs. 5 Cost of services represents direct labor costs associated with the generation of net service revenues. Cost of services, as a percentage of net service revenue, remained consistent at 38% for the first nine months and the third quarter of fiscal 2001 and 2000. Gross profit, as a result, also remained consistent at 62% for the same periods of fiscal 2001 and 2000. Selling, general and administrative (SG&A) expenses consist of labor costs of production personnel not utilized on projects (i.e. indirect labor), labor costs of administrative and support personnel, office rent, depreciation, insurance, and other operating expenses. SG&A expenses increased to $19.1 million in the first nine months of fiscal 2001 from $16.1 million in the first nine months of fiscal 2000. This 19% increase was due primarily to increases in personnel and associated costs. The number of employees increased to 520 at December 31, 2000 from 460 at December 31, 1999 as a result of the increased workload. Other increases in SG&A expenses were experienced in cost of technology equipment, recruiting costs, office rent, professional fees, and insurance premiums. SG&A expenses increased to $6.5 million for the third quarter of fiscal 2001 from $5.8 million for the third quarter fiscal 2000. This 12% increase occurred for the same reasons as set forth above for the nine-month period for fiscal years 2001 and 2000. Net income was $538,000 for the first nine months of fiscal 2001 as compared to $630,000 for the first nine months of fiscal 2000. Net income was $121,000 for the third quarter of fiscal 2001 as compared to $390,000 for the same period of fiscal 2000. These decreases are primarily a result of increased SG&A expenses. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- As of December 31, 2000 the Company had cash of $226,000 with $3.0 million of borrowings available under its revolving line of credit. Operations for the first nine months of fiscal year 2001 generated cash. Combined days outstanding for accounts receivable and unbilled service revenue were 81 days and 90 days at December 31, 2000 and 1999, respectively. The Company believes that its existing financial resources, together with its cash flow from operations and its unused bank line of credit, will provide sufficient capital to fund its operations for fiscal 2001. This statement is based on information that is currently available, however, a variety of factors could cause actual results to differ materially from expected results. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk exposures to the Company are not material. 6 Item 6. Exhibits and Reports on Form 8-K (a) There were no Form 8-K reports filed during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following on behalf of the Registrant in the capacities indicated. Reynolds, Smith and Hills, Inc. Dated: February 9, 2001 /s/ Leerie T. Jenkins, Jr. - --------------------------------------- Chairman of the Board Leerie T. Jenkins, Jr. and Chief Executive Officer (Principal Executive Officer) /s/ Kenneth R. Jacobson - ------------------------------------ Chief Financial Officer, Executive Kenneth R. Jacobson Vice President, and General Counsel (Principal Financial and Accounting Officer) 7