EA ENGINEERING SCIENCE & TECHNOLOGY INC
10-Q, 1995-07-14
ENGINEERING SERVICES
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                   FORM 10-Q


                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


        For Quarter Ended:  May 31, 1995  Commission File No. 0-15587
                           --------------                    ---------      


                EA Engineering, Science, and Technology, Inc.
               -----------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)


           Delaware                                          52-0991911
          ----------                                         ------------
     (State or other jurisdiction of                         (IRS Employer
     incorporation or organization)                       Identification No.)


         11019 McCormick Road, Hunt Valley, Maryland           21031
        -------------------------------------------------------------
       (Address of Principal Executive Offices)             (Zip Code)


Registrant's telephone number including area code (410) 584-7000 
                                                  ---------------

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       
                                        -----      -----

NUMBER OF SHARES OF REGISTRANT'S COMMON STOCK
       OUTSTANDING AT JULY 14, 1995                  6,080,171 
                                                    -----------


Page 1 of 15





                                       1
<PAGE>   2
          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                                     INDEX


<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                      <C>
PART I - FINANCIAL INFORMATION                                                                      
                                                                                                    
   Consolidated Balance Sheets - Assets   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
   Consolidated Balance Sheets - Liabilities and Stockholders' Equity   . . . . . . . . . . . . . . . .   5
   Consolidated Statements of Income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
   Consolidated Statements of Cash Flows  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
   Notes to Consolidated Financial Statements   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
   Management's Discussion and Analysis of Financial Condition                                      
        and Results of Operations   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
                                                                                                    
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                                                                                                    
EXHIBIT 1

     Schedule of Weighted Average Shares Outstanding

EXHIBIT 27

     Financial Data Schedule
</TABLE>





                                       2
<PAGE>   3
                         PART I - FINANCIAL INFORMATION


The consolidated financial statements included herein for EA Engineering,
Science, and Technology, Inc. & Subsidiaries (the "Company") have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  In management's opinion, the interim
financial data presented includes all adjustments (which include only normal
recurring adjustments) necessary for a fair presentation.  Certain information
and footnote disclosures normally included in the consolidated financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations.  However, the Company believes that the disclosures are adequate
to understand the information presented.  It is suggested that these
consolidated financial statements be read in conjunction with the Company's
August 31, 1994 consolidated financial statements and notes thereto included
in the Company's annual report on Form 10-K dated November 21, 1994.





                                       3
<PAGE>   4
          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                  May 31,       August 31,
                                                                   1995           1994    
                                                                ----------      ----------
<S>                                                              <C>             <C>
CURRENT ASSETS:

  Cash and cash equivalents........................              $ 1,504,200     $ 3,988,500
  Accounts receivable, net.........................               12,171,000      12,143,800
  Costs and estimated earnings in excess of
    billings on uncompleted contracts..............               13,606,000       7,987,400
  Prepaid expenses and other.......................                2,213,600       1,797,400 
                                                                 -----------     ----------- 

    Total Current Assets...........................               29,494,800      25,917,100 
                                                                 -----------     ----------- 

PROPERTY AND EQUIPMENT, at cost:
  Furniture, fixtures and equipment................               14,301,100      13,494,200
  Leasehold improvements...........................                3,627,100       3,541,100 
                                                                 -----------     ----------- 

                                                                  17,928,200      17,035,300

  Less-Accumulated depreciation and amortization...              (13,860,000)    (12,669,100)
                                                                 -----------     ----------- 

    Net Property and Equipment.....................                4,068,200       4,366,200 
                                                                 -----------     ----------- 

OTHER ASSETS.......................................                1,227,400       1,291,600 
                                                                 -----------     ----------- 

  Total Assets.....................................              $34,790,400     $31,574,900 
                                                                 ===========     =========== 
</TABLE>

        The accompanying notes are an integral part of these statements.





                                       4
<PAGE>   5
          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                   May 31,        August 31,
                                                                    1995            1994   
                                                                 ----------      ----------
<S>                                                              <C>             <C>
CURRENT LIABILITIES:

  Accounts payable.................................              $ 4,925,400     $ 4,047,800
  Accrued expenses.................................                  810,600         944,400
  Accrued salaries, wages and benefits.............                4,248,600       4,718,100
  Income taxes payable.............................                  231,400          47,800
  Current portion of long-term debt................                  779,000         839,900
  Billings in excess of costs and estimated
    earnings on uncompleted contracts..............                1,144,900       1,002,200 
                                                                 -----------     ----------- 
    Total Current Liabilities......................               12,139,900      11,600,200 
                                                                 -----------     ----------- 

LONG-TERM DEBT, net of current portion.............                4,224,100       4,798,200 
                                                                 -----------     ----------- 

    Total Liabilities                                             16,364,000      16,398,400 
                                                                 -----------     ----------- 


STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value; 10,000,000 shares
    authorized; 6,065,600 and 5,772,000 shares
    issued and outstanding.........................                   60,700          57,700
  Preferred stock, $.01 par value; 8,000,000 shares
    authorized; none issued........................                    --               --
  Capital in excess of par value...................                9,799,900       9,066,100
  Retained earnings................................                8,565,800       6,052,700 
                                                                 -----------     ----------- 

    Total Stockholders' Equity.....................               18,426,400      15,176,500 
                                                                 -----------     ----------- 

      Total Liabilities and Stockholders' Equity...              $34,790,400     $31,574,900 
                                                                 ===========     =========== 
</TABLE>


        The accompanying notes are an integral part of these statements.





                                       5
<PAGE>   6
          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                         May 31,       
                                                                  ----------------------
                                                                     1995           1994     
                                                                  -----------    ----------- 
<S>                                                              <C>            <C>
Total revenue......................................              $23,427,100     $18,425,300
Less - Subcontractor costs.........................               (4,901,400)     (2,377,900)
                                                                 -----------     ----------- 
  Net revenue......................................               18,525,700      16,047,400 
                                                                 -----------     ----------- 
Operating expenses:
  Direct salaries and other operating..............               14,807,100      13,058,000
  Selling, general and administrative..............                2,521,800       2,193,400 
                                                                 -----------     ----------- 
  Total operating expenses.........................               17,328,900      15,251,400 
                                                                 -----------     ----------- 
Income from operations.............................                1,196,800         796,000
Interest expense, net..............................                 (104,100)        (70,500)
                                                                 -----------     ----------- 
Income before income taxes.........................                1,092,700         725,500
Provision for income taxes.........................                  437,100         290,200 
                                                                 -----------     ----------- 
Net income.........................................                  655,600     $   435,300 
                                                                 ===========     =========== 
Net income per share...............................                     $.11           $0.07 
                                                                        ====           ===== 
Weighted average shares outstanding................                6,186,300       6,132,000 
                                                                 ===========       =========
</TABLE>

<TABLE>
<CAPTION>
                                                                    Nine Months Ended
                                                                         May 31,       
                                                                 ----------------------
                                                                    1995           1994   
                                                                 -----------   -----------
<S>                                                              <C>            <C>
Total revenue......................................              $67,387,300     $55,989,400
Less - Subcontractor costs.........................              (14,167,300)     (9,520,100)
                                                                 -----------     ----------- 
  Net revenue......................................               53,220,000      46,469,300 
                                                                 -----------     ----------- 
Operating expenses:
  Direct salaries and other operating..............               42,947,100      37,835,700
  Selling, general and administrative..............                6,834,600       6,430,700 
                                                                 -----------     ----------- 
  Total operating expenses......................                  49,781,700      44,266,400 
                                                                 -----------     ----------- 
Income from operations.............................                3,438,300       2,202,900
Interest expense, net..............................                 (309,800)       (191,800)
                                                                 -----------     ----------- 
Income before income taxes.........................                3,128,500       2,011,100
Provision for income taxes.........................                1,251,500         804,400 
                                                                 -----------     ----------- 
Net income.........................................              $ 1,877,000     $ 1,206,700 
                                                                 ===========     =========== 
Net income per share...............................                     $.30           $0.20 
                                                                        ====           ===== 
Weighted average shares outstanding................                6,164,800       6,092,300 
                                                                 ===========       ========= 
</TABLE>

        The accompanying notes are an integral part of these statements.





                                       6
<PAGE>   7
          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                            May 31,                   
                                                                  -------------------------
                                                                     1995            1994    
                                                                  -----------    ----------- 
<S>                                                              <C>             <C>
CASH FLOWS FROM (USED FOR) OPERATING ACTIVITIES:
  Net income.......................................              $ 1,877,000     $ 1,206,700
  Noncash expenses included in net income -
     Depreciation and amortization.................                1,236,700       1,093,200
     Provision for income taxes....................                  851,300         595,000
  Net (increase) decrease in noncash assets -
     Accounts receivable, net......................                  (27,200)     (1,145,900)
     Costs and estimated earnings in excess of
       billings on uncompleted contracts...........               (5,618,600)       (318,800)
     Prepaid expenses and other....................                  284,500        (417,200)
  Net increase (decrease) in nondebt liabilities -
     Accounts payable and accrued expenses.........                  274,300      (1,817,400)
     Refunds of income taxes.......................                   13,400           2,200
     Payments of income taxes......................                 (681,200)     (1,016,000)
     Billings in excess of costs and estimated
       earnings on uncompleted contracts...........                  142,700         293,900 
                                                                 -----------     ----------- 

     Net cash flows used for operating activities..               (1,647,100)     (1,524,300)

CASH FLOWS FROM (USED FOR) FINANCING ACTIVITIES:
  Issuance of long-term debt.......................                      --          725,000
  Payments of long-term debt......................                  (635,000)       (514,200)
  Proceeds from issuance of common stock...........                  736,500         402,100 
                                                                 -----------     ----------- 

     Net cash flows from financing activities......                  101,500         612,900 
                                                                 -----------     ----------- 

CASH FLOWS USED FOR INVESTING ACTIVITIES:
  Purchase of equipment, net.......................                 (938,700)     (1,285,300)
                                                                 -----------     ----------- 

    Net cash flows used for investing activities...                 (938,700)     (1,285,300)
                                                                 -----------     ----------- 

NET DECREASE IN CASH AND CASH EQUIVALENTS...........              (2,484,300)     (2,196,700)
                                                                 -----------     ----------- 

CASH AND CASH EQUIVALENTS, beginning of period......               3,988,500       4,049,600 
                                                                 -----------     ----------- 
CASH AND CASH EQUIVALENTS, end of period............             $ 1,504,200     $ 1,852,900 
                                                                 ===========     ===========   
</TABLE>


        The accompanying notes are an integral part of these statements.





                                       7
<PAGE>   8
          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MAY 31, 1995 AND 1994


Note 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


Basis of Presentation--

  The accompanying consolidated financial statements present the accounts of EA
Engineering, Science, and Technology, Inc. (EA) and its wholly-owned
subsidiaries EA Financial, Inc., EA Global, Inc., and EA Engineering, Science,
and Technology de Mexico, S.A. de C.V. (EA de Mexico).  The entities are
collectively referred to herein as the "Company."  All significant intercompany
transactions have been eliminated in consolidation.

Revenue Recognition--

  The Company is a multidisciplinary environmental services and consulting
engineering organization providing a wide range of consulting, engineering,
remediation, and analytical services.  These services are generally performed
under time and material, fixed price and cost plus fixed fee contracts which
vary in length from one month to ten years.

  The Company accounts for contract revenues and costs under fixed price
contracts using the percentage-of-completion method.  The
percentage-of-completion is determined using the "cost-to-cost" method for each
contract cost component.  Under this method, direct labor and other contract
costs incurred to date are compared to periodically revised estimates of the
total of each contract cost component at contract completion to determine the
percentage of revenues to be recognized.  Revenues from time and material and
cost plus fixed fee contracts are recognized currently as the work is
performed.  Provision for estimated losses on uncompleted contracts, to the
full extent of the loss, is made during the period in which the Company first
becomes aware that a loss on a contract is probable.

  Contract costs and estimated earnings recognized in excess of amounts billed
are classified as current assets under "costs and estimated earnings in excess
of billings on uncompleted contracts."  Billings in excess of contract costs
and estimated earnings are classified as current liabilities under "billings in
excess of costs and estimated earnings on uncompleted contracts."

  Generally, contracts provide for the billing of costs incurred and estimated
fees on a monthly basis.  Amounts included in "costs and estimated earnings in
excess of billings on uncompleted contracts" in the accompanying financial
statements will be billed within twelve months of the balance sheet date.

Cash and Cash Equivalents--

  Cash equivalents consist of obligations and money market instruments with a
purchased original maturity of three months or less, stated at cost, which
approximates market.

Property and Equipment--

  Property and equipment are depreciated using the straight-line method over
their estimated useful lives ranging from 3 to 10 years.

Income Taxes--

  The Company implemented the provisions of Statement of Financial Accounting
Standards No. 109 - Accounting for Income Taxes (FASB 109) as of September 1,





                                       8
<PAGE>   9
1993.  The effect of the provisions have been implemented prospectively and
were not material to the financial statements as of September 1, 1993 or to the
operating results for the twelve months ended August 31, 1994.

Major Clients--

  For the nine months ended May 31, 1995 and 1994, various agencies of the
federal government provided 66% and 58% of net revenue, and as of May 31, 1995
accounted for approximately 65% of the Company's accounts receivable and costs
and estimated earnings in excess of billings on uncompleted contracts.

Segment Information--

  The Company operates within one industry segment, providing a wide range of
consulting, engineering, remediation, and analytical services.

Supplemental Disclosures of Cash Flow Information--

  Cash paid during the nine months ended May 31, 1995 and 1994 for interest was
$376,100 and  $289,900, respectively.   Retirements of property and equipment
for the same periods were $45,800 and $157,200, respectively.

  Short-term borrowings information for the nine months ended May 31, 1995 and
1994 is as follows:


<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                                           May 31,      
                                                                    -----------------------
                                                                     1995             1994 
                                                                    ------            -----
<S>                                                               <C>              <C>
Balance as of end of period.......................                $     --         $     --
Maximum amount outstanding during the period......                 2,462,900         860,500
Average outstanding month-end balance during
   the period.....................................                   175,200             --
Weighted average interest rate during the period..                       9.0%            6.3%
Interest rate at the end of period................                       9.0%            6.3%
</TABLE>


  The Company's debt agreements require that the Company maintain certain
financial ratios.

Note 3.  BANK FINANCING ARRANGEMENTS:

  The Company renegotiated its revolving line of credit arrangement with a
commercial bank in May 1994.  The borrowing facility consists of a revolving
line of credit for up to $9,500,000 and a $3,000,000 long-term note payable
with interest only payments due quarterly and principal due on expiration of
the agreement.  Borrowings under the arrangement are unsecured.  Interest is
charged at either the bank's prime rate or LIBOR plus 150 basis points, at the
Company's election on a quarterly basis.  The interest rate is subject to
quarterly modifications based on certain financial ratios, with a maximum rate
of 25 basis points above the bank's prime or LIBOR plus 240 basis points.  This
arrangement expires on January 31, 1997.  However, the Company's short-term
borrowings are due on the earlier of the bank's demand or expiration of the
agreement.  If the Company's total borrowings fall below $3,000,000 at any
time, the bank invests the excess in interest bearing overnight funds.


Note 4.  NET INCOME PER SHARE AND STOCK DIVIDENDS:

  Net income per share amounts are based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the
period.  For





                                       9
<PAGE>   10
fiscal 1994, net income per share amounts have been adjusted retroactively to
reflect two 3 for 2 stock splits, effected in the form of 50% stock dividends,
wherein 1 additional share of stock was issued on both February 23, 1994 and
July 5, 1994, for each 2 shares outstanding as of the record dates of February
8, 1994 and June 28, 1994, respectively.  All disclosures with regard to the
shares of common stock have also been adjusted to reflect the stock splits.


Note 5.  PROFIT SHARING AND EMPLOYEE INCENTIVE PLANS:

  EA maintains a defined contribution plan covering all employees who are at
least 21 years of age and have completed one year of credited service, as
defined by the plan.  The plan provides for discretionary employer
contributions for each fiscal year, in amounts determined annually by the Board
of Directors, and for voluntary employee contributions.  The plan also includes
a 401(k) provision, allowing for Company matching contributions.

  The Company also maintains an Incentive Compensation Plan which provides for
both quarterly incentive payouts to all employees and annual incentive payouts
to certain management personnel if pre-determined goals, approved by the Board
of Directors, are exceeded.  For the nine months ended May 31, 1995 and 1994,
the total amounts expensed under the incentive plan were $670,000 and $900,000,
respectively.


Note 6.  STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS:

  The Company maintains a Stock Option Plan which provides for the grant of
incentive and nonqualified stock options to certain key employees and officers
of the Company.  The exercise price of an option granted under the Plan may not
be less than the fair market value of the underlying shares of Common Stock on
the date of the grant.  A total of 317,997 options are issued and outstanding
as of May 31, 1995 having an average exercise price of $4.41.  On January 10,
1995, the Board of Directors authorized an additional 250,000 shares for
inclusion in the Plan, subject to shareholder approval.  There were 282,340
shares available for issuance as of May 31, 1995.

  The Company maintains an Employee Stock Purchase Plan to provide eligible
employees the opportunity to purchase shares of the Company's Common Stock
through voluntary payroll deductions.  Under the Plan, eligible employees may
purchase shares monthly through payroll deductions at 95% of current market
value at the time of purchase.  The Company pays all administrative expenses
related to employee purchases.  A total of 271,768 shares remain authorized for
distribution under the Plan as of May 31, 1995.

  EA maintains the 1993 Non-Employee Director Stock Option Plan which provides
for the granting of nonqualified stock options to its four non-employee
directors.  The average exercise price of the 36,000 options, which were
outstanding as of May 31, 1995 was $2.45, the fair market value at the date of
grant.  A total of 11,500 options remain authorized for the 1993 Director Stock
Option Plan as of May 31, 1995.

  On October 19, 1994, EA adopted the 1995 Non-Employee Director Stock Option
Plan which provided for the automatic annual grant of 1,000 nonqualified stock
options to its non-employee directors on the date of each Annual Meeting.  The
average exercise price of the 4,000 options which were outstanding on May 31,
1995 was $6.13, the fair market value at the date of grant.  A total of 11,500
options remain authorized for the 1995 Director Stock Option Plan as of May 31,
1995.





                                       10
<PAGE>   11
          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations

  The Company's results of operations are significantly affected by the timing
of the award of contracts, the timing of performance on contracts, and the
extent to which the Company's employees are performing billable tasks as
opposed to engaging in preparing bid proposals and other required non-billable
activities.  Due to these factors, the results of operations for interim
periods are not necessarily indicative of the results of operations for longer
periods and interim period comparisons may not be as meaningful as comparisons
over longer periods.


Three Months Ended May 31, 1995

  Net revenue for the three months ended May 31, 1995 was $18,525,700, an
increase of 15.4% from $16,047,400 for the same period in 1994.  The increase
was attributable to higher contract volume associated with several of the
Company's environmental service areas, most notably increases in hazardous
waste management, particularly in support of Department of Defense activities.
Additionally, the 106.1% increase in subcontractor costs contributed to the
increase in net revenue as some contracts allow recovery of General and
Administrative expenses and fees on subcontracted work.

  Direct salaries and other operating costs increased to $14,807,100 from
$13,058,000, representing 79.9% and 81.4% of net revenue for the three months
ended May 31, 1995 and 1994, respectively.  As a percentage of net revenue, the
decrease was attributable to a decrease in incentive compensation expense and
staff utilization efficiencies, offset by increased information systems related
costs and staff increases to manage federal programs, including contracts and
procurement.

  Selling, general, and administrative costs increased to $2,521,800 from
$2,193,400, but remained relatively flat at 13.6% and 13.7% of net revenue,
respectively.  The increase in costs was related to additional costs associated
with expanded international marketing and proposal activities.  These increases
were partially offset by decreases in incentive compensation.

  As a result of the above factors, income from operations for the three months
ended May 31, 1995 and 1994 increased 50.4% to $1,196,800 from $796,000
representing 6.5% and 5.0% of net revenue.  Interest expense, net, increased
$33,600 for the three months ended May 31, 1995, compared to the prior year.
The net increase in interest expense is primarily the result of an increase in
interest rates and slightly increased borrowings to fund federal subcontracting
payment requirements on certain contracts.

  The provision for income taxes was $437,100 and $290,200 for the three months
ended May 31, 1995 and 1994, respectively, representing effective rates of 40%
for both years.

  Net income was $655,600 for the three months ended May 31, 1995, compared to
$435,300 for the three months ended May 31, 1994.


Nine Months Ended May 31, 1995

  Net revenue for the nine months ended May 31, 1995 was $53,220,000, an
increase of 14.5% from $46,469,300 for the same period in 1994.  The increase
was attributable to higher contract volume associated with several of the
Company's





                                      11
<PAGE>   12
environmental service areas, most notably increases in hazardous waste
management, particularly in support of Department of Defense activities.
Additionally, the 48.8% increase in subcontractor costs contributed to the
increase in net revenue as some contracts allow recovery of general and
administrative expenses and fees on subcontracted work.

   Direct salaries and other operating costs increased to $42,947,100 from
$37,835,700, representing 80.7% and 81.4% of net revenue for the nine months
ended May 31, 1995 and 1994, respectively.  As a percentage of net revenue, the
decrease was attributable to efficiencies obtained in the utilization of staff,
facilities, and field equipment, and a decrease in accrued incentive
compensation expense, partially offset by additional expenditures made in
information systems capabilities.

   Selling, general and administrative costs increased to $6,834,600 from
$6,430,700, and decreased to 12.8% from 13.8% of net revenue, respectively.
The increase in costs was related to expanded international marketing and
proposal activities, offset in part by a decrease in incentive compensation.

  As a result of the above factors, income from operations for the nine months
ended May 31, 1995 and 1994 increased 56.1% to $3,438,300 from $2,202,900
representing 6.5% and 4.7% of net revenue.  Interest expense, net, increased
$118,000 for the nine months ended May 31, 1995, compared to the prior year.
The net increase in interest expense is primarily the result of an increase in
interest rates and slightly increased borrowings to fund federal subcontracting
payment requirements on certain contracts.

  The provision for income taxes was $1,251,500 and $804,400 for the nine
months ended May 31, 1995 and 1994, respectively, representing effective rates
of 40% for both years.

  Net income was $1,877,000 for the nine months ended May 31, 1995 compared to
$1,206,700 for the nine months ended May 31, 1994.


Liquidity and Capital Resources

  Cash and cash equivalents (cash) decreased by $2,484,300 for the nine months
ended May 31, 1995.  The decrease principally resulted from increases in costs
and estimated earnings in excess of billings on uncompleted contracts, payments
on long-term debt, income tax payments, and the purchase of equipment.  This
decrease was partially offset by net income, depreciation and amortization, and
proceeds from issuance of common stock.

  The Company's capital expenditures, consisting primarily of purchases of
equipment and leasehold improvements, were approximately $938,700 and
$1,285,300 for the nine months ended May 31, 1995 and 1994, respectively.

  At May 31, 1995, the Company had outstanding long-term debt, including
current portion, of $5,003,100 decreased by repayments of $635,000 from the
August 31, 1994 balance of $5,638,100.  The Company had no borrowings under its
revolving line of credit at May 31, 1995, consistent with August 31, 1994.

  The Company's existing funds, cash from operations, and the available portion
of its $12,500,000 credit arrangement are expected to be sufficient to meet the
Company's present cash needs.  Also, as part of its banking arrangements, the
Company has a $2,000,000 available line of credit for equipment financing.  The
Company also has access to certain capital equipment financing arrangements
through various equipment suppliers.  The Company also believes it has the
ability to raise capital through public or private placement of debt and will
pursue such options as the need arises to expand business services, facilities,
or acquire equipment in conjunction with a review of the most cost effective
means for the Company and its stockholders.





                                       12
<PAGE>   13
  While the Company believes that there is sufficient market demand to absorb
the additional contracting capacity resulting from its continued expansion,
there can be no assurance that this demand will exist or continue.  Although
the Company has the ability to reduce its professional staff in periods of
reduced demand, it may choose not to make full reductions in such periods, with
resulting adverse effects on operations.





                                       13
<PAGE>   14
          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES


                          PART II - OTHER INFORMATION



Item 6

(a)
    Exhibits

    Exhibit 1  - Schedule of Weighted Average Shares Outstanding

    Exhibit 27  - Financial Data Schedule

(b)
    Reports on Form 8-K

    None





                                       14
<PAGE>   15
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.


                                         EA Engineering, Science, and
                                         Technology, Inc. & Subsidiaries
                                         -------------------------------
                                            (Registrant)
                                 
                                 
                                 
                                 
  July 14, 1995                     By:       /s/ Edward V. Lower           
- -----------------                        -----------------------------------
                                                    (Signature)
                                 
                                 
                                                Edward V. Lower             
                                         -----------------------------------
                                 
                                 
                                                President and
                                                Chief Operating Officer    
                                         -----------------------------------
                                                     (Title)
                                 
                                 
  July 14, 1995                     By:     /s/ Joseph A. Spadaro            
- -----------------                        -----------------------------------
                                                 (Signature)
                                 
                                 
                                              Joseph A. Spadaro            
                                         -----------------------------------
                                 
                                 
                                              Executive Vice President,
                                              Chief Financial Officer       
                                         -----------------------------------
                                                     (Title)





                                       15

<PAGE>   16


                                EXHIBIT INDEX


    Exhibit
    Number                         Exhibit
    -------                        -------
   
    Exhibit 1  - Schedule of Weighted Average Shares Outstanding

    Exhibit 27  - Financial Data Schedule


<PAGE>   1
                                                                     EXHIBIT 1


                EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.
                                      
               SCHEDULE OF WEIGHTED AVERAGE SHARES OUTSTANDING

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                              May 31,
                                                      ----------------------
                                                         1995         1994
                                                     -----------  -----------


<S>                                                   <C>          <C>
Weighted average shares of common stock............    6,061,700    5,767,500

Impact of dilutive stock options of 357,200
  and 410,400 as of May 31, 1995 and 1994,
respectively...........................                  124,600      364,500
                                                       ---------    ---------
Weighted average shares of common stock............    6,186,300    6,132,000
                                                       =========    =========
</TABLE>

<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                                              May 31,
                                                      ----------------------
                                                        1995          1994
                                                     -----------   ----------
<S>                                                    <C>          <C>
Weighted average shares of common stock............    5,965,200    5,727,700

Impact of dilutive stock options of 357,200
  and 410,400 as of May 31, 1995 and 1994,
respectively...........................                  199,600      364,600
                                                       ---------    ---------
Weighted average shares of common stock............    6,164,800    6,092,300
                                                       =========    =========
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-START>                             SEP-01-1994
<PERIOD-END>                               MAY-31-1995
<CASH>                                       1,504,200
<SECURITIES>                                         0
<RECEIVABLES>                               12,171,000
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            29,494,800
<PP&E>                                      17,928,200
<DEPRECIATION>                              13,860,000
<TOTAL-ASSETS>                              34,790,400
<CURRENT-LIABILITIES>                       12,139,900
<BONDS>                                              0
<COMMON>                                        60,700
                                0
                                          0
<OTHER-SE>                                  18,365,700
<TOTAL-LIABILITY-AND-EQUITY>                34,790,400
<SALES>                                     53,220,000
<TOTAL-REVENUES>                            67,387,300
<CGS>                                       42,947,100
<TOTAL-COSTS>                               49,781,700
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             309,800
<INCOME-PRETAX>                              3,128,500
<INCOME-TAX>                                 1,251,500
<INCOME-CONTINUING>                          1,877,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,877,000
<EPS-PRIMARY>                                      .32
<EPS-DILUTED>                                      .30
        

</TABLE>


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