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 June 30, 1997 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 Number 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, Jacksonville, Florida 32256 ------------------------------------------------ (Address of principal executive offices)(Zip Code) 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 June 30, 1997 was 455,000 shares. PART I - FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS REYNOLDS, SMITH AND HILLS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) THREE MONTHS ENDED JUNE 30 - -------------------------------------------------------------------------------- 1997 1996 ----------- ----------- Gross Revenue $ 9,514,000 $10,567,000 Subcontract and Other Direct Costs 2,804,000 3,238,000 ----------- ----------- NET SERVICE REVENUE 6,710,000 7,329,000 Cost of Services 2,711,000 2,985,000 ----------- ----------- GROSS PROFIT 3,999,000 4,344,000 Selling, General and Administrative Expenses 3,783,000 3,824,000 ----------- ----------- OPERATING INCOME 216,000 520,000 OTHER INCOME (EXPENSE): Interest and other income 22,000 5,000 Interest expense (1,000) (14,000) ----------- ----------- INCOME BEFORE INCOME TAXES 237,000 511,000 INCOME TAX EXPENSE 105,000 211,000 ----------- ----------- NET INCOME $ 132,000 $ 300,000 =========== =========== NET INCOME PER COMMON SHARE $ .29 $ .66 =========== =========== AVERAGE COMMON SHARES OUTSTANDING 455,000 455,000 =========== =========== See accompanying notes to consolidated financial statements. REYNOLDS, SMITH AND HILLS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, March 31, ASSETS 1997 1997 ----------- ----------- CURRENT ASSETS: Cash $ 2,042,000 $ 1,459,000 Accounts receivable, net of allowance for doubtful accounts of $142,000 and $127,000 3,581,000 3,682,000 Unbilled service revenue 3,690,000 3,955,000 Prepaid expenses and other current assets 70,000 210,000 Deferred income taxes 166,000 166,000 ----------- ----------- Total current assets 9,549,000 9,472,000 Property and equipment, net 2,131,000 2,202,000 Other assets 52,000 62,000 Identifiable intangible assets, net of accumulated amortization of $867,000 and $852,000 171,000 186,000 Cost in excess of net assets of acquired business, net of accumulated amortization of $159,000 and $154,000 753,000 758,000 ----------- ----------- TOTAL ASSETS $12,656,000 $12,680,000 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable and current portion of long-term debt $ 35,000 $ 69,000 Accounts payable 2,298,000 2,080,000 Accrued payroll 314,000 633,000 Accrued incentive compensation 712,000 570,000 Accrued expenses 1,492,000 1,401,000 Unearned service revenue 1,721,000 1,938,000 ----------- ----------- Total current liabilities 6,572,000 6,691,000 Long-term debt -- 7,000 Deferred Income Taxes 281,000 281,000 Other Liabilities 334,000 364,000 ----------- ----------- Total liabilities 7,187,000 7,343,000 SHAREHOLDERS' EQUITY: Common stock, $.01 par value, 4,000,000 shares authorized, 455,000 issued and outstanding 5,000 5,000 Paid-in capital 3,537,000 3,537,000 Retained Earnings 1,927,000 1,795,000 ----------- ----------- Total shareholders' equity 5,469,000 5,337,000 ----------- ----------- $12,656,000 $12,680,000 =========== =========== See accompanying notes to consolidated financial statements REYNOLDS, SMITH AND HILLS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) FOR THE THREE MONTHS ENDED JUNE 30 1997 1996 ---------- ---------- OPERATING ACTIVITIES: Net income $ 132,000 $ 300,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 188,000 178,000 Gain on disposal of fixed assets -- (1,000) Deferred rent charges (27,000) (23,000) Change in operating assets and liabilities: Accounts receivable and unbilled service revenue 366,000 667,000 Other assets and prepaid expenses 147,000 158,000 Accounts payable and accrued expenses 129,000 (43,000) Unearned service revenue (217,000) 552,000 ---------- ---------- Net cash provided by operating activities 718,000 1,788,000 ---------- ---------- INVESTING ACTIVITIES: Capital expenditures (94,000) (22,000) Proceeds from sale of fixed assets -- 3,000 ---------- ---------- Net cash used by investing activities (94,000) (19,000) ---------- ---------- FINANCING ACTIVITIES: Repayments of long-term debt (41,000) (124,000) Net change in credit line payable to bank -- (415,000) ---------- ---------- Net cash used by financing activities (41,000) (539,000) ---------- ---------- NET INCREASE IN CASH 583,000 1,230,000 CASH AT BEGINNING OF PERIOD 1,459,000 263,000 ---------- ---------- CASH AT END OF PERIOD $2,042,000 $1,493,000 ========== ========== See accompanying notes to consolidated financial statements. REYNOLDS, SMITH AND HILLS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) JUNE 30, 1997 1) The accompanying unaudited 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 generally accepted accounting principles 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, 1997. 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 three months of fiscal 1998 was $9,514,000 as compared to gross revenue of $10,567,000 for the first three months of fiscal 1997. This 10% decrease was due primarily to the completion of a few large projects in the aviation and institutional programs in the later half of fiscal 1997. Offsetting this decrease was a 13% decrease in subcontract and other direct costs for the first three months of fiscal 1998 over the same period for fiscal 1997. Decreased use of subconsultants was experienced primarily in the aviation program as a result of project completion mentioned above. As a result of the decrease in both gross revenue and other direct costs, net service revenue decreased 8% to $6,710,000 for the first three months of fiscal 1998 from $7,329,000 for the first three months of fiscal 1997. Cost of services represents direct labor costs associated with the generation of net service revenues. Cost of services, for the first three months of fiscal 1998 was $2,711,000, representing a 9% decrease over the same period for fiscal 1997. Expressed as a percentage of net service revenue, cost of services remained relatively consistent at 40% and 41%, for both the first three months of fiscal 1998 and 1997, respectively. As a result of the decrease in revenues, gross profit decreased 8% to $3,999,000 in the first quarter of fiscal 1998 from $4,344,000 for the first quarter of fiscal 1997. Selling, general and administrative (SG&A) expenses consist of labor costs of operational 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 for the first three months of fiscal 1998 were $3,783,000 as compared to $3,824,000 for the first three months of fiscal 1997. This 1% decrease was due primarily to a slight decrease in facilities expense. Income before income taxes was $237,000 for the first three months of fiscal 1998 versus $511,000 for the same period of fiscal 1997. Net income for the first three months of fiscal 1998 was $132,000 compared to $300,000 for the first three months of fiscal 1997. These decreases were due primarily to the decrease in net service fees as described above. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1997 the Company had cash of $2,042,000 and additional borrowing available on the revolving line of credit of $1,750,000. The Company believes that its existing financial resources, together with its future cash flow from operations, will provide sufficient capital to fund its operations for the foreseeable future. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 - Financial Data Schedule. This schedule reports certain financial data in electronic format for Electronic Data Gathering and Retrieval (EDGAR) purposes only. This exhibit is not included in this conforming paper filing. (b) 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, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 13, 1997 REYNOLDS, SMITH AND HILLS, INC. By /s/ Leerie T. Jenkins, Jr. -------------------------- Leerie T. Jenkins, Jr. Chairman of the Board and Chief Executive Officer (Principal Executive Officer) By /s/ David K. Robertson -------------------------- David K. Robertson Executive Vice President, Secretary, Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)