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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended DECEMBER 31, 1993
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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 0-132
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THE REYNOLDS AND REYNOLDS COMPANY
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(Exact name of registrant as specified in its charter)
Ohio 31-0421120
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
115 South Ludlow Street, Dayton, Ohio 45402
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 443-2000
---------------------------
None
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(Former name, former address and former fiscal year, if changed since
last report)
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of February 3, 1994:
Class A Common shares, 21,497,383 net of 1,620,117 treasury shares;
Class B Common shares, 6,000,000.
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<TABLE>
THE REYNOLDS AND REYNOLDS COMPANY AND SUBSIDIARIES
TABLE OF CONTENTS
<CAPTION>
PAGE
NUMBER
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Statements of Consolidated Income (Unaudited)
Three Months Ended December 31, 1993 and 1992 3
Condensed Consolidated Balance Sheets (Unaudited)
December 31, 1993 and September 30, 1993 4
Statements of Consolidated Cash Flows (Unaudited)
Three Months Ended December 31, 1993 and 1992 5
Notes to Financial Statements (Unaudited) 6
Independent Accountants' Review Report 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Three Months Ended December 31, 1993 and 1992 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
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<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
THE REYNOLDS AND REYNOLDS COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 1993 AND 1992
<CAPTION>
(In thousands except per share data) 1993 1992
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<S> <C> <C>
Net Sales and Revenues:
Information systems:
Business forms $100,551 $94,790
Computer systems 87,281 64,039
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Total information systems 187,832 158,829
Financial services 4,810 4,691
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Total net sales and revenues 192,642 163,520
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Costs and Expenses:
Information systems:
Cost of sales:
Business forms 57,038 54,700
Computer systems 46,801 32,057
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Total cost of sales 103,839 86,757
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Selling, general and administrative expenses:
Business forms 35,056 32,652
Computer systems 27,104 20,567
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Total selling, general and administrative
expenses 62,160 53,219
-------- --------
Financial services 1,462 3,140
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Total costs and expenses 167,461 143,116
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Operating Income 25,181 20,404
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Other Charges (Income):
Interest expense 863 1,001
Interest income (305) (465)
Other (130) (53)
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Total other charges 428 483
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Income Before Income Taxes 24,753 19,921
Provision for Income Taxes 10,344 8,146
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Income Before Effect of Accounting Change 14,409 11,775
Effect of Accounting Change (19,106)
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Net Income (Loss) $14,409 ($7,331)
======== ========
Earnings Per Common Share:
Income before effect of accounting change $0.66 $0.54
Effect of accounting change (0.87)
-------- --------
Net income (loss) $0.66 ($0.33)
======== ========
Average Number of Common Shares Outstanding 21,839 22,006
======== ========
Cash Dividends Declared Per Common Share $0.15 $0.13
======== ========
</TABLE>
See Independent Accountants' Review Report and Notes to Financial Statements.
3
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<TABLE>
THE REYNOLDS AND REYNOLDS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
DECEMBER 31, 1993 AND SEPTEMBER 30, 1993
<CAPTION> 12/31/93 9/30/93
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<S> <C> <C>
(In thousands)
ASSETS
INFORMATION SYSTEMS
Current Assets:
Cash and equivalents $18,073 $9,437
-------- --------
Accounts receivable (less allowance for doubtful
accounts: 12/31/93 - $4,050; 9/30/93 - $6,090) 101,304 105,713
-------- --------
Inventories:
Finished products 28,931 29,478
Work in process 2,111 1,851
Raw materials and supplies 9,316 6,977
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Total inventories 40,358 38,306
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Deferred income taxes 8,530 8,576
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Prepaid expenses and other assets 7,880 6,880
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Total current assets 176,145 168,912
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Property, Plant and Equipment 250,230 247,262
Less Accumulated Depreciation 139,813 136,085
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Net Property, Plant and Equipment 110,417 111,177
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Intangible Assets - Net:
Excess of cost over net assets of companies acquired 69,745 71,760
Software licensed to customers 16,582 17,500
Other intangible assets 9,727 11,195
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Total intangible assets - net 96,054 100,455
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Other Assets 29,109 27,217
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Total Information Systems Assets 411,725 407,761
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FINANCIAL SERVICES
Finance Receivables - Net 169,350 161,711
Cash and Other Assets 2,730 1,079
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Total Financial Services Assets 172,080 162,790
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Total Assets $583,805 $570,551
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LIABILITIES AND SHAREHOLDERS' EQUITY
INFORMATION SYSTEMS
Current Liabilities:
Accounts payable $29,461 $28,138
Accrued liabilities 54,037 55,271
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Total current liabilities 83,498 83,409
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Long-Term Debt 40,000 40,000
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Other Liabilites:
Pensions 16,491 16,384
Other postretirement benefits 33,521 33,324
Other 795 2,378
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Total other liabilities 50,807 52,086
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Total Information System Liabilities 174,305 175,495
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FINANCIAL SERVICES
Notes Payable 89,775 87,688
Deferred Income Taxes 43,580 42,064
Other Liabilities 2,601 1,979
-------- --------
Total Financial Services Liabilities 135,956 131,731
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CONTINGENCIES
SHAREHOLDERS' EQUITY
Capital Stock:
Preferred
Class A common 13,227 13,199
Class B common 188 188
Additional Paid-In Capital 1,478 2,693
Other Adjustments (3,098) (3,316)
Retained Earnings 261,749 250,561
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Total Shareholders' Equity 273,544 263,325
-------- --------
Total Liabilities and Shareholders' Equity $583,805 $570,551
======== ========
</TABLE>
See Independent Accountants' Review Report and Notes to Financial Statements.
4
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<TABLE>
THE REYNOLDS AND REYNOLDS COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 1993 AND 1992
<CAPTION>
(In thousands) 1993 1992
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<S> <C> <C>
INFORMATION SYSTEMS
Cash Flows Provided by (Used for) Operating Activities:
Net Income (Loss) $12,402 ($8,297)
Adjustments to reconcile net income to net cash
provided by operating activities:
Effect of accounting change 19,106
Depreciation and amortization 7,608 5,749
Deferred income taxes (1,367) (444)
Deferred income taxes transferred to (from) financial services 960 (13)
Loss on sale of assets 271 27
Changes in operating assets and liabilities:
Accounts receivable 146 8,898
Inventories (2,052) 1,178
Prepaid expenses, intangible and other assets (850) (854)
Accounts payable 1,323 (6,927)
Accrued and other liabilities (4,021) 701
-------- --------
Net cash provided by operating activities 14,420 19,124
-------- --------
Cash Flows Provided by (Used for) Investing Activities:
Acquisition (4,600)
Capital expenditures (4,421) (3,217)
Proceeds from sales of assets 259 583
Capitalization of software licensed to customers (567) (117)
Repayments from financial services 245 685
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Net cash used for investing activities (4,484) (6,666)
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Cash Flows Provided by (Used for) Financing Activities:
Capital stock issued 801 1,487
Capital stock repurchased (2,246) (9,687)
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Net cash used for financing activities (1,445) (8,200)
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Effect of Exchange Rate Changes on Cash 145 (1,135)
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Increase in Cash and Equivalents 8,636 3,123
Cash and Equivalents - Beginning of Period 9,437 23,838
-------- --------
Cash and Equivalents - End of Period $18,073 $26,961
======== ========
FINANCIAL SERVICES
Cash Flows Provided by (Used for) Operating Activities:
Net Income $2,007 $966
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred income taxes 1,516 (398)
Deferred income taxes transferred to (from) information
systems (960) 13
Changes in receivables, other assets and other liabilities 873 2,075
-------- --------
Net cash provided by operating activities 3,436 2,656
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Cash Flows Provided by (Used for) Investing Activities:
Finance receivables originated (16,328) (15,816)
Collections on finance receivables 12,663 14,475
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Net cash used for investing activities (3,665) (1,341)
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Cash Flows Provided by (Used for) Financing Activities:
Additional borrowings 7,900 2,560
Principal payments on debt (5,813) (3,562)
Repayments to information systems (245) (685)
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Net cash provided by (used for) financing activities 1,842 (1,687)
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Increase (Decrease) in Cash and Equivalents 1,613 (372)
Cash and Equivalents - Beginning of Period 996 963
-------- --------
Cash and Equivalents - End of Period $2,609 $591
======== ========
</TABLE>
See Independent Accountants' Review Report and Notes to Financial Statements.
5
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THE REYNOLDS AND REYNOLDS COMPANY AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(Dollars in thousands except per share data)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In the opinion of management, the accompanying consolidated financial
statements contain all significant adjustments necessary to present fairly the
financial position (unaudited) of the company as of December 31, 1993 and
September 30, 1993, the results of operations (unaudited) for each of the three
months ended December 31, 1993 and 1992 and cash flows (unaudited) for each of
the three months ended December 31, 1993 and 1992.
(2) SUBSEQUENT EVENTS
On January 3, 1994, the company acquired substantially all of the assets and
assumed certain liabilities of Law Printing Company Inc. for about $13,000.
The purchase price was paid by issuing 306,346 Class A common shares. Law is a
manufacturer of business forms, primarily for automobile dealerships and had
annual sales of about $11,000 in 1993. The acquisition will be accounted for
as a purchase and the accounts of Law will be included in the company's
financial statements beginning January 3, 1994.
On January 5, 1994, the company acquired all outstanding shares of Formcraft
Inc. for $5,000 in cash. Formcraft is a manufacturer of general business forms
with strong forms management services and had annual sales of about $17,000 in
1993. The acquisition was financed with internally generated cash. The
acquisition will be accounted for as a purchase and the accounts of Formcraft
will be included in the company's financial statements beginning January 5,
1994.
<TABLE>
(3) CASH FLOW STATEMENTS
The following supplemental information has been presented to aid in the
analysis of the statements of consolidated cash flows for the three months
ended December 31, 1993 and 1992.
<CAPTION>
1993 1992
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<S> <C> <C>
Income Taxes Paid:
Information Systems $5,878 $4,245
Financial Services 34
Interest Paid:
Information Systems $ 101 $ 64
Financial Services 1,211 1,353
</TABLE>
(4) DIVIDENDS DECLARED
On November 16, 1993, the company's board of directors raised the quarterly
dividend to $.15 per share to be paid on January 13, 1994. Dividends declared,
but not paid as of December 31, 1993 and 1992, were not included in the
statements of consolidated cash flows. Cash dividends paid in January 1994 and
1993 were $3,225 and $2,784, respectively.
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(5) CONTINGENCIES
The U.S. Environmental Protection Agency (EPA) has designated the company as
one of a number of potentially responsible parties (PRP) under the
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA)
at two environmental remediation sites. The EPA has contended that any company
linked to a CERCLA site is potentially liable for all response costs under the
legal doctrine of joint and several liability.
The first site relates to a privately owned and operated solid waste disposal
facility. The EPA has issued a Record of Decision mandating certain
remediation activities. The company has shared costs with other PRPs for the
remedial investigation and feasibility study of the site. The company believes
it is a minor participant, and has accrued its estimated share of response
costs as of December 31, 1993.
The second site involves a municipal waste disposal facility owned and operated
by four municipalities. Because the remedial investigation and feasibility
study is not yet completed, potential remediation costs are highly uncertain.
The company has shared costs with other PRPs for the remedial investigation and
feasibility study of the site. Remediation costs for a typical CERCLA site on
the National Priorities List average about $30,000. The company has accrued an
estimate of its share of remediation costs as of December 31, 1993. Management
believes that the reasonably foreseeable resolution will not have a material
effect on the financial statements.
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INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors,
The Reynolds and Reynolds Company:
We have reviewed the accompanying condensed consolidated balance sheet of The
Reynolds and Reynolds Company and subsidiaries as of December 31, 1993, and the
related condensed statements of consolidated income and cash flows for the
three-month periods ended December 31, 1993 and 1992. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data, and of making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope than
an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Reynolds and Reynolds Company
and subsidiaries as of September 30, 1993 and the related consolidated
statements of income, shareholders' equity, and cash flows for the year then
ended (not presented herein); and in our report dated November 15, 1993, we
expressed an unqualified opinion, with an explanatory paragraph as to the
Company's change in method of accounting for postretirement benefits other than
pensions to conform with Statement of Financial Accounting Standards No. 106,
on those consolidated financial statements. In our opinion, the information
set forth in the accompanying condensed consolidated balance sheet as of
September 30, 1993 is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE
February 4, 1994
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ITEM 2.
THE REYNOLDS AND REYNOLDS COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1993 AND 1992
(Dollars in thousands except per share data)
RESULTS OF OPERATIONS
CONSOLIDATED SUMMARY
Consolidated net sales and revenues increased $29,122 or 18%, in part, because
of acquisitions. Excluding acquisitions, consolidated net sales and revenues
grew $14,045 or 9% primarily because of a significant increase in computer
systems products. Computer systems order backlogs were exceptionally strong at
December 31, 1993 and should support strong second quarter sales. In January
1994, the company acquired two forms companies (see Notes to Financial
Statements). These acquisitions should increase both sales and operating
income in the second quarter.
Gross profit increased $11,921 or 17%, consistent with the sales growth. As a
percent of information systems sales, the gross profit margin declined to 44.7%
from 45.4% because of a decrease in computer systems products. Business forms
gross profit margins improved over last year.
As a percent of information systems sales, SG&A expenses declined from 33.5% to
33.1%. Information systems bad debt expenses decreased about $900 reflecting
improved economic conditions. Information systems allowance for doubtful
accounts declined about $2,000 primarily because of the write-off of fully
reserved accounts receivable acquired in the COIN transaction.
Consolidated operating income increased $4,777 or 23% with all segments
contributing significantly. Operating income increased $1,961 in computer
systems, $1,019 in business forms, and $1,797 in financial services. Financial
services improvement included a $1,250 decline in bad debt expenses. The
effective income tax rate increased to 41.8% from 40.9% primarily because of
federal tax legislation, which became law in August 1993.
Net income of $14,409 or $.66 per share increased $2,634 or 22% over last year,
before the effect of the accounting change. Earnings growth caused annualized
return on equity to reach 20.2% compared to 19.1% last year, before the effect
of the accounting change. In 1993, the company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," and recorded a transition charge of $19,106 or
$.87 per share.
BUSINESS FORMS SEGMENT
Net sales increased $5,761 or 6% over last year primarily because of the
Woodbury acquisition and growth in automotive forms sales and forms management
services. Woodbury Business Systems, a general business forms supplier, was
acquired March 3, 1993. The increase in automotive forms sales included both
higher volume and a modest price increase. The increase in forms management
services reflected new business.
Gross profit increased $3,423 to 43.3% of sales from 42.3% last year. This
increase resulted from the Norick acquisition and profit improvement efforts.
Norick joined Reynolds on May 29, 1992 in a pooling of interests transaction.
The integration of Norick was still in process during the first quarter of
1993. The completion of this process resulted in substantial efficiencies and
cost savings for the company. Ongoing profit improvement efforts include
relocating forms production along product lines to achieve greater plant
utilization and productivity. Paper costs have remained relatively stable
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during the last year as paper manufacturers continue to deal with extra
capacity in the industry.
SG&A expenses increased to 34.9% of sales from 34.4% last year. This increase
occurred in spite of a $400 decline in bad debt expenses. About half of the
SG&A expense increase resulted from the Woodbury acquisition with the balance
primarily the result of additional marketing and selling expenses.
Operating income increased $1,019 or 14% over last year to 8.4% of sales.
Automotive forms reported a strong increase in operating income and offset some
declines in other businesses. General printing operating income declined from
last year primarily as a result of additional investment in marketing and
selling resources to grow this business. General printing profitability has
improved each year since 1990. However, it continues at relatively low margins
and remains the focus of profit improvement efforts. Commodity paper products
profitability has remained at the relatively low margins first encountered in
the fourth quarter of fiscal year 1992.
COMPUTER SYSTEMS PRODUCTS
Computer systems products revenues increased $23,242 or 36% with about half of
the increase as a result of the 1993 acquisitions of COIN Inc. and BVI
Information Systems Ltd. Revenues also increased because of ERA computer
systems sales and recurring revenues. ERA computer systems sales increased
significantly as a result of greater unit sales at slightly lower average
systems prices. Average systems prices declined because sales of computer
systems to smaller dealerships increased. Recurring revenues grew steadily
because of continued increase in the number of ERA and electronic parts catalog
software applications supported. This trend in recurring revenue should
continue throughout 1994. The U.S. backlog of new orders for automotive
computer systems remained exceptionally strong at December 31, 1993. This
backlog should drive strong computer systems sales in the second quarter.
Medical computer sales and operating income declined from last year because of
uncertainty in the healthcare industry, which first affected operations in the
second quarter of fiscal 1993.
Gross profit increased $8,498, but declined to 46.4% of sales from 49.9% last
year. The decline in gross profit percent occurred because of a change in the
sales mix and hiring additional service personnel. The change in the sales mix
occurred as new system sales increased at a greater rate than recurring
revenues. Recurring revenues have a higher gross profit margin than new system
sales. The company has been hiring additional service personnel to increase
the computer installation capacity. These personnel are at various stages of
training and are not yet fully productive. We expect sales and installations
to increase in the second half of the year.
As a percent of sales, SG&A expenses declined to 31.1% from 32.1%. Bad debt
expenses declined to $100 from $600 as collections continued to improve.
Operating income increased $1,961 or 17%, representing 15% of sales. Domestic
automotive computers continued to be the strongest profit contributor in this
segment. France's operating income remained depressed because of continued
difficult market conditions.
FINANCIAL SERVICES
Revenues increased slightly over last year because of increased residual income
on lease maturities. Even though the lease portfolio increased, because of
strong computer systems sales, interest income declined slightly because of
lower rates on new leases.
Operating income of $3,348 increased 116% because of favorable bad debt
experience and improved interest rate spread. Bad debt expenses declined
$1,250 because of a reduction in lease defaults. The allowance for losses was
also lowered slightly because of the improved default experience. Favorable
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bad debt comparisons to 1993 should continue throughout 1994. Interest expense
also declined $307 because of lower borrowing rates.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS
Information systems cash and equivalents increased $8,636 to $18,073 because of
strong cash flow from operations. Operating cash flow benefitted from record
net income and good working capital management. The increase in business forms
inventories is not expected to continue. The decrease in accrued liabilities
resulted from the payment of annual bonuses. Capital expenditures were about
$2,700 in computer systems and $1,700 in business forms and occurred in the
normal course of business. Capital transactions consisted of repurchases and
issuances of the company's Class A common shares. In January 1994, the company
completed two business forms acquisitions (see Notes to Financial Statements).
These acquisitions were financed with capital stock and internally generated
cash.
Financial services net cash from operations and collections on finance
receivables were invested in new leases of the company's products and used to
make scheduled debt repayments.
CAPITALIZATION
The company's ratio of total debt (total information systems debt) to
capitalization (total information systems debt plus shareholders' equity) was
12.8% at December 31, 1993 and 13.2% at September 30, 1993. The company
maintains revolving credit agreements, of which $32,800 was available at
December 31, 1993. The company also has a variety of short-term credit lines
available. The company expects cash balances and internally generated cash to
be sufficient to fund 1994 normal operations, which include anticipated capital
expenditures of about $20,000 to $24,000.
SHAREHOLDERS' EQUITY
The company's Class A common shares are listed on the New York Stock Exchange.
There is no principal market for the Class B common shares. The company also
has an authorized class of 60 million no par value preferred shares, none of
which was outstanding as of February 4, 1994. The company had no agreements or
commitments with respect to the sale or issuance of the preferred shares as of
February 4, 1994.
During 1993, the board of directors authorized the repurchase of up to one
million Class A common shares for treasury. During the first quarter of 1994,
54,700 Class A common shares were repurchased at an average price of $41.06 per
share. As of December 31, 1993, the company could repurchase up to 735,900
additional Class A common shares under this authorization.
In November 1993, the board of directors raised the quarterly dividend to $.15
per Class A common share, an increase of 15%. This action followed increases
of 8% in November 1992 and 9% in August 1992. Cash dividends have been raised
six times since 1989 and paid each quarter since the company's initial public
offering in 1961.
ENVIRONMENTAL MATTERS
See Notes to Financial Statements (Note 5 - Contingencies).
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
No exhibits are required to be filed for the quarter ended
December 31, 1993.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended
December 31, 1993.
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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.
THE REYNOLDS AND REYNOLDS COMPANY
Date February 4, 1994 /S/David R. Holmes
-------------------- ---------------------------------------
David R. Holmes, Chairman, President and
Chief Executive Officer
Date February 4, 1994 /S/Dale L. Medford
-------------------- ---------------------------------------
Dale L. Medford, Vice President,
Corporate Finance and Chief Financial
Officer
13
