EA ENGINEERING SCIENCE & TECHNOLOGY INC
10-Q, 1996-07-12
ENGINEERING SERVICES
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                       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, 1996 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 12, 1996                  6,159,936
                                                    -----------



                                       1

<PAGE>



          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                                     INDEX


                                                                          Page
                                                                          ----

PART I - FINANCIAL INFORMATION

    Consolidated Balance Sheets - Assets.................................. 4
    Consolidated Balance Sheets - Liabilities and Stockholders' Equity.... 5
    Consolidated Statements of Operations................................. 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. . . . . . . . . . .16

EXHIBIT 27

      Financial Data Schedule.............................................17




                                       2

<PAGE>



                         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,  1995
consolidated  financial  statements and notes thereto  included in the Company's
annual report on Form 10-K dated November 22, 1995.



                                       3

<PAGE>



          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                            May 31,            August 31,
                                                             1996                 1995
                                                          -----------          ----------
<S> <C>
CURRENT ASSETS:

   Cash and cash equivalents.......................      $ 1,310,800         $ 3,813,900
   Accounts receivable, net........................       12,298,500          14,858,100
   Costs and estimated earnings in excess of
      billings on uncompleted contracts............       14,016,900          10,735,000
   Prepaid expenses and other......................        2,029,800           1,711,300
                                                         -----------         -----------

      Total Current Assets.........................       29,656,000          31,118,300
                                                         -----------         -----------

PROPERTY AND EQUIPMENT, at cost:
   Furniture, fixtures and equipment...............       14,994,800          14,403,800
   Leasehold improvements..........................        3,682,400           3,652,400
                                                         -----------         -----------

                                                          18,677,200          18,056,200

   Less-Accumulated depreciation and amortization..      (15,464,200)        (14,255,900)
                                                         -----------         -----------

      Net Property and Equipment...................        3,213,000           3,800,300
                                                         -----------         -----------

OTHER ASSETS.......................................        1,449,000           1,449,200
                                                         -----------         -----------

      Total Assets.................................      $34,318,000         $36,367,800
                                                         ===========         ===========
</TABLE>

      The accompanying notes are an integral part of these balance sheets.


                                       4

<PAGE>



          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                             May 31,           August 31,
                                                              1996               1995
                                                          ------------       -------------
<S> <C>
CURRENT LIABILITIES:

   Accounts payable..................................      $ 5,209,100          $ 5,960,800
   Accrued expenses..................................          622,800              856,500
   Accrued salaries, wages and benefits..............        3,985,200            4,595,700
   Income taxes payable..............................             --                227,600
   Current portion of long-term debt.................          705,100              765,500
   Billings in excess of costs and estimated
      earnings on uncompleted contracts..............        1,100,000            1,049,300
                                                           -----------          -----------
      Total Current Liabilities......................       11,622,200           13,455,400
                                                           -----------          -----------

LONG-TERM DEBT, net of current portion...............        3,651,400            4,032,700
                                                           -----------          -----------

      Total Liabilities                                     15,273,600           17,488,100
                                                           -----------          -----------


STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value; 10,000,000 shares
      authorized; 6,160,600 and 6,091,900 shares
      issued and outstanding.........................           61,600               60,900
   Preferred stock, $.01 par value; 8,000,000 shares
      authorized; none issued........................             --                   --
   Capital in excess of par value....................       10,754,100           10,538,700
   Retained earnings.................................        8,228,700            8,280,100
                                                           -----------          -----------

      Total Stockholders' Equity.....................       19,044,400           18,879,700
                                                           -----------          -----------

         Total Liabilities and Stockholders' Equity..      $34,318,000          $36,367,800
                                                           ===========          ===========
</TABLE>

      The accompanying notes are an integral part of these balance sheets.


                                       5

<PAGE>



          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                        Three Months Ended               Nine Months Ended
                                                   May 31,             May 31,         May 31,          May 31,
                                                    1996                1995            1996             1995
                                                  -----------       -----------      ----------       ----------
<S> <C>
Total revenue.............................        $22,339,700       $23,427,100     $ 64,472,600      $ 67,387,300
Less - Subcontractor costs................         (5,708,600)       (4,901,400)     (15,971,300)      (14,167,300)
                                                  -----------       -----------     ------------      ------------

    Net revenue...........................         16,631,100        18,525,700       48,501,300        53,220,000
                                                  -----------       -----------     ------------      ------------

Operating expenses:
    Direct salaries and other operating...         15,359,400        16,160,400       45,831,000        46,363,800
    General and administrative............            792,500         1,168,500        2,465,400         3,417,900
                                                  -----------       -----------     ------------      ------------

       Total operating expenses...........         16,151,900        17,328,900       48,296,400        49,781,700

Income from operations....................            479,200         1,196,800          204,900         3,438,300

Interest expense, net.....................            (73,700)         (104,100)        (290,600)         (309,800)
                                                  -----------       -----------     ------------      ------------

Income (loss) before income taxes.........            405,500         1,092,700          (85,700)        3,128,500

Provision for (benefit from)
    income taxes..........................            162,200           437,100          (34,300)        1,251,500
                                                  -----------       -----------     ------------      ------------
Net income (loss).........................        $   243,300       $   655,600     $    (51,400)     $  1,877,000
                                                  ===========       ===========     ============      ============

Net income (loss) per share...............              $0.04             $0.11           $(0.01)            $0.30
                                                       ======             =====           ======             =====

Weighted average shares outstanding.......          6,194,000         6,186,300     `  6,127,700         6,164,800
                                                    =========         =========        =========         =========
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       6

<PAGE>



          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                               -------------------------------
                                                                  May 31,            May 31,
                                                                   1996               1995
                                                               -----------         -----------
<S> <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES:
    Net income (loss)................................          $   (51,400)        $ 1,877,000
    Noncash expenses included in net income (loss) -
        Depreciation and amortization................            1,208,300           1,236,700
        Deferred income taxes........................              (85,600)               --
        Current provision for (benefit from)
           income taxes..............................               51,300             851,300
    Net (increase) decrease in noncash assets -
        Accounts receivable, net.....................            2,559,600             (27,200)
        Costs and estimated earnings in excess of
          billings on uncompleted contracts..........           (3,281,900)         (5,618,600)
        Prepaid expenses and other assets............               14,700             284,500
    Net increase (decrease) in nondebt liabilities -
        Accounts payable and accrued expenses........           (1,595,900)            274,300
        Refunds of income taxes......................                2,200              13,400
        Payments of income taxes.....................             (528,500)           (681,200)
        Billings in excess of costs and estimated
          earnings on uncompleted contracts..........               50,700             142,700
                                                               -----------         -----------

        Net cash flows used for operating activities.           (1,656,500)         (1,647,100)
                                                               ------------        ------------

CASH FLOWS FROM (USED FOR) FINANCING ACTIVITIES:
    Proceeds from issuance of common stock...........              216,100             736,500
    Reduction of long-term debt......................             (441,700)           (635,000)
                                                               -----------         -----------

        Net cash flows from (used for) financing
          activities.................................             (225,600)            101,500
                                                               -----------         -----------

CASH FLOWS USED FOR INVESTING ACTIVITIES:
    Purchase of equipment, net.......................             (621,000)           (938,700)
                                                               -----------         -----------

       Net cash flows used for investing activities..             (621,000)           (938,700)
                                                               -----------         -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS............           (2,503,100)         (2,484,300)
                                                               -----------         -----------

CASH AND CASH EQUIVALENTS, beginning of period.......            3,813,900           3,988,500
                                                               -----------         -----------
CASH AND CASH EQUIVALENTS, end of period.............          $ 1,310,800         $ 1,504,200
                                                               ===========         ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       7

<PAGE>



          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MAY 31, 1996 AND 1995


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
subsidiary, EA Financial,  Inc., and its wholly-owned  subsidiaries,  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.

                                       8

<PAGE>



Property and Equipment--

    Property and equipment are depreciated using the  straight-line  method over
their estimated useful lives ranging from 3 to 10 years.  Leasehold improvements
are amortized  over the shorter of the estimated  useful life or the term of the
lease.

Major Clients--

    For the nine  months  ended May 31, 1996 and 1995,  various  agencies of the
federal government  provided 53% and 66% of net revenue,  and as of May 31, 1996
accounted for approximately 50% 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.

Reclassifications--

    Certain prior year balances have been  reclassified  to conform with current
year presentation.

Supplemental Disclosures of Cash Flow Information--

    Cash paid  during the nine months  ended May 31, 1996 and 1995 for  interest
was $370,200 and $376,100,  respectively.  Retirements of property and equipment
for the same periods were $0 and $45,800, respectively.

    Short-term borrowings information for the nine months ended May 31, 1996 and
1995 is as follows:

                                                          Nine Months Ended
                                                                May 31,
                                                        --------------------
                                                         1996          1995
                                                        ------         -----

Balance as of end of period.......................   $     --       $     --
Maximum amount outstanding during the period......    1,721,800       2,462,900
Average outstanding month-end balance during
   the period.....................................      263,200         175,200
Weighted average interest rate during the period..          8.5%            9.0%
Interest rate at the end of period................          8.3%            9.0%

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

   As of May 31, 1996, the Company restructured its bank financing  arrangements
(see Note 2).

Note 2.  BANK FINANCING ARRANGEMENTS:

   The Company  renegotiated  its revolving  line of credit  arrangement  with a
commercial bank in May 1996. The new borrowing  facility consists of a long-term
revolving  line of  credit  through  January  31,  1998  for up to  $12,500,000.
Borrowings under the facility are unsecured.   Interest is charged at either 90%

                                       9

<PAGE>



of the bank's prime rate or LIBOR + 150 basis points, at the Company's  election
on a monthly  basis.  The interest  rate is subject to  quarterly  modifications
based on certain  financial  ratios with a maximum  rate of the bank's  prime or
LIBOR + 200 basis points.

Note 3.  NET INCOME (LOSS) PER SHARE:

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

Note 4.  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.  For the nine months
ended May 31, 1996 and 1995,  discretionary employer matching contributions were
$555,900 and $535,200, respectively.

   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,  the total
amount  expensed  under the incentive  plan was  $670,000.  There was no expense
incurred under the incentive plan for the nine months ended May 31, 1996.

Note 5.  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 177,771  options are issued and outstanding as
of May 31, 1996 having an average  exercise price of $4.528.  There were 394,841
shares available for issuance as of May 31, 1996.

   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 218,626 shares remain authorized for
distribution under the Plan as of May 31, 1996.

   The Company maintains two Non-Employee  Director Stock Option Plans (1995 and
1993) which provide for the granting of nonqualified  stock options to its three
non-employee  directors.  The exercise price of the 30,000  options,  which were
outstanding as of May 31, 1996, ranged between $2.445 and $6.125,  which equaled
the fair market  value at the date of grant.  A total of 28,500  options  remain
reserved for the Director Stock Option Plans as of May 31, 1996.



                                       10

<PAGE>



          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, 1996

   Net  revenue  for the three  months  ended May 31,  1996 was  $16,631,100,  a
decrease of 10.2% from $18,525,700 for the same period in 1995. The decrease was
attributable to lower contract volume  associated with the Department of Defense
activities,  partially  offset by  increases  in  Industrial,  State,  and Local
Government,  and Federal  Non-DOD agency  activities  and increased  recovery of
general  and   administrative   expenses   and  fees  on   subcontracted   work.
Additionally,   price  competition  remains  intense  within  the  environmental
services  industry,  further  surpressing  revenue levels  compared to the prior
year's third quarter.

   Direct  salaries and other  operating  costs  decreased to  $15,359,400  from
$16,160,400,  representing  92.4% and 87.2% of net revenue for the three  months
ended May 31, 1996 and 1995,  respectively.  As a percentage of net revenue, the
increase  was  attributable  to decreased  staff  utilization,  increased  costs
related  to  information  system  enhancements,   and  increased   international
marketing and proposal costs. The increase was partially offset by a decrease in
incentive compensation expense.

   General and administrative  costs decreased to $792,500 from $1,168,500,  and
decreased to 4.8% from 6.3% of net revenue,  respectively. The decrease in costs
was related to a decrease in incentive compensation expense and the reduction of
administrative staff particularly in the fourth quarter of fiscal 1995 and first
quarter of fiscal 1996.

   As a result of the above factors, income from operations for the three months
ended May 31, 1996 was  $479,200 or 2.9% of net revenue  compared to income from
operations  of  $1,196,800 or 6.5% of net revenue for the three months ended May
31, 1995.  Interest expense,  net,  decreased $30,400 for the three months ended
May 31, 1996,  compared to the prior year. The net decrease in interest  expense
is  primarily  the result of lower  interest  rates,  and  decreasing  long-term
principal  balances,  partially offset by increased  borrowings on the revolving
credit facility.

   The  provision  for income  taxes was $162,200 for the three months ended May
31,  1996  compared to a provision  for income  taxes of $437,100  for the three
months ended May 31, 1995, representing effective rates of 40% for both years.


                                       11

<PAGE>



   Net income for the three months ended May 31, 1996 was $243,300,  1.5% of net
revenue,  compared to net income of $655,600,  3.5% of net revenue for the three
months ended May 31, 1995.

Nine Months Ended May 31, 1996

   Net  revenue  for the nine  months  ended  May 31,  1996 was  $64,472,600,  a
decrease of 4.3% from  $67,387,300 for the same period in 1995. The decrease was
attributable to lower contract volume  associated with the Department of Defense
activities,  partially  offset by  increases  in  Industrial,  State,  and Local
Government, Federal Non-DOD agency activities, and increased recovery of General
and  Administrative  expenses and fees on subcontracted  work. Price competition
has been intense within the environmental services industy,  further surpressing
revenue levels compared to the same period last year.

   Direct  salaries and other  operating  costs  decreased to  $45,831,000  from
$46,363,800,  representing  94.5% and 87.1% of net  revenue  for the nine months
ended May 31, 1996 and 1995,  respectively.  As a percentage of net revenue, the
increase  was  attributable  to decreased  staff  utilization,  increased  costs
related  to  information  system  enhancements,   and  increased   international
marketing  and proposal  costs,  offset by  decreases in incentive  compensation
expense.

   General and administrative costs decreased to $2,465,400 from $3,417,900, and
decreased to 5.1% and 6.4% of net revenue,  respectively.  The decrease in costs
was  related  to  decreases  in  incentive  compensation  and the  reduction  of
administrative staff in the fourth quarter of fiscal 1995.

   As a result of the above factors,  income from operations for the nine months
ended May 31, 1996 was  $204,900,  or .4% of net revenue,  as compared to income
from operations of $3,438,300, or 6.5% of net revenue, for the nine months ended
May 31, 1995. Interest expense, net, decreased $19,200 for the nine months ended
May 31, 1996,  compared to the prior year. The net decrease in interest  expense
is primarily the result of lower interest  rates and  decreasing  long-term debt
principal balances, partially offset by increased borrowings under the revolving
line of credit to fund federal  subcontracting  payment  requirements on certain
contracts.

   The benefit  from income  taxes was $34,300 for the nine months ended May 31,
1996, compared to a provision for income taxes of $1,251,500 for the nine months
ended May 31, 1995, representing effective rates of 40% for both years.

   Net loss for the nine months  ended May 31, 1996 was  $51,400,  or .1% of net
revenue,  compared to net income of  $1,877,000,  or 3.5% of net revenue for the
nine months ended May 31, 1995.

Liquidity and Capital Resources

   Cash and cash  equivalents  decreased by $2,503,100 for the nine months ended
May 31, 1996.  The decrease  principally  resulted  from  increases in costs and
estimated earnings in excess of billings on uncompleted contracts,  the decrease
in accounts payable and accrued expenses,  long-term debt principal  repayments,
and income tax payments.  This  decrease was  partially  offset by a decrease in
accounts receivable.


                                       12

<PAGE>



   The  Company's  capital  expenditures,  consisting  primarily of purchases of
equipment and leasehold  improvements,  were approximately $621,000 and $938,700
for the nine months ended May 31, 1996 and 1995, respectively.

   During the nine-month  period ended May 31, 1996, the Company made repayments
of $441,700 on its long-term  debt,  decreasing  the balance to $4,356,500 as of
May 31, 1996 from the August 31, 1995 balance of $4,798,200.  The Company had no
short-term  borrowings  under its  revolving  line of  credit  at May 31,  1996,
consistent with August 31, 1995.

   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 and leasing  companies.  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.

   While the Company believes that there is sufficient  market demand to support
its contracting capacity,  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>



          EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. & SUBSIDIARIES


                          PART II - OTHER INFORMATION



Item 6

(a)
     Exhibits

     None


(b)
     Reports on Form 8-K

     None





                                       14

<PAGE>



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 12, 1996                           By:    /s/ Loren D. Jensen
- ------------------                              -------------------------
                                                    (Signature)



                                                 Loren D. Jensen
                                                 ------------------------


                                                 Chairman, President, and
                                                 Chief Executive Officer
                                                 ------------------------
                                                      (Title)


  July 12, 1996                           By:  /s/ Joseph A. Spadaro
- -----------------                             ---------------------------
                                               (Signature)


                                               Joseph A. Spadaro
                                              ---------------------------


                                               Executive Vice President,
                                               Chief Financial Officer
                                              ----------------------------
                                               (Title)


                                       15

<PAGE>



                                                                       EXHIBIT 1


                 EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC.

                SCHEDULE OF WEIGHTED AVERAGE SHARES OUTSTANDING

<TABLE>
<CAPTION>
                                                        Three Months Ended                   Nine Months Ended
                                                     May 31,          May 31,              May 31,          May 31,
                                                      1996             1995                 1996             1995
                                                    ------------    -----------         -----------      -----------
<S> <C>
Weighted average shares of common stock              6,155,700       6,061,700           6,127,700        5,965,200

Impact of dilutive stock options of
207,800 and 357,200 as of May 31, 1996
and May 31, 1995, respectively                          38,300         124,600                --            199,600
                                                     ---------       ---------           ---------        ---------

Weighted average shares of common stock              6,194,000       6,168,300           6,127,700        6,164,800
                                                     =========       =========           =========        =========
</TABLE>



                                       16


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                                    9-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-START>                             SEP-01-1995
<PERIOD-END>                               MAY-31-1996
<CASH>                                       1,310,800
<SECURITIES>                                         0
<RECEIVABLES>                               26,315,400
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            29,656,000
<PP&E>                                      18,677,200
<DEPRECIATION>                              15,464,200
<TOTAL-ASSETS>                              34,318,000
<CURRENT-LIABILITIES>                       11,622,200
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        61,600
<OTHER-SE>                                  18,982,800
<TOTAL-LIABILITY-AND-EQUITY>                34,318,000
<SALES>                                     48,501,300
<TOTAL-REVENUES>                            48,501,300
<CGS>                                       48,296,400
<TOTAL-COSTS>                               48,296,400
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             290,600
<INCOME-PRETAX>                               (85,700)
<INCOME-TAX>                                  (34,300)
<INCOME-CONTINUING>                           (51,400)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (51,400)
<EPS-PRIMARY>                                    (.01)
<EPS-DILUTED>                                    (.01)
        

</TABLE>


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