<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1996
0-132
-----
(Commission file number)
THE REYNOLDS AND REYNOLDS COMPANY
---------------------------------
(Exact name of registrant as specified in its charter)
OHIO 31-0421120
---- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
115 SOUTH LUDLOW STREET, DAYTON, OHIO 45402
-------------------------------------------
(Address of principal executive offices)
(513) 443-2000
--------------
(Registrant's telephone number)
NONE
----
(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
--- ---
On May 9, 1996, 40,699,800 Class A common shares and 10,000,000 Class B common
shares were outstanding.
<PAGE> 2
THE REYNOLDS AND REYNOLDS COMPANY
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Consolidated Income
For the Three and Six Months Ended March 31, 1996 and 1995 3
Condensed Consolidated Balance Sheets
As of March 31, 1996 and September 30, 1995 4
Condensed Statements of Consolidated Cash Flows
For the Six Months Ended March 31, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
For the Three and Six Months Ended March 31, 1996 and 1995 8
PART II. OTHER INFORMATION
Item 4. Results of Votes of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE REYNOLDS AND REYNOLDS COMPANY
STATEMENTS OF CONSOLIDATED INCOME
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1996 AND 1995
(In thousands except per share data)
<TABLE>
<CAPTION>
Three Months Six Months
---------------------------- ----------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales and Revenues
Information systems
Products $173,180 $158,196 $324,725 $300,557
Services 77,358 64,942 152,946 126,180
------------ ------------ ------------ ------------
Total information systems 250,538 223,138 477,671 426,737
Financial services 6,466 5,380 12,700 10,480
------------ ------------ ------------ ------------
Total net sales and revenues 257,004 228,518 490,371 437,217
------------ ------------ ------------ ------------
Costs and Expenses
Information systems
Cost of sales
Products 98,849 93,623 185,803 175,916
Services 31,761 26,768 60,553 52,233
------------ ------------ ------------ ------------
Total cost of sales 130,610 120,391 246,356 228,149
Selling, general and administrative expenses 83,439 72,554 160,926 138,420
Financial services 2,872 2,131 5,734 4,166
------------ ------------ ------------ ------------
Total costs and expenses 216,921 195,076 413,016 370,735
------------ ------------ ------------ ------------
Operating Income 40,083 33,442 77,355 66,482
------------ ------------ ------------ ------------
Other Charges (Income)
Interest expense 941 970 1,959 1,788
Interest income (326) (289) (986) (722)
Other (463) (736) (738) (950)
------------ ------------ ------------ ------------
Total other charges (income) 152 (55) 235 116
------------ ------------ ------------ ------------
Income Before Income Taxes 39,931 33,497 77,120 66,366
Provision For Income Taxes 16,973 14,167 32,776 28,147
------------ ------------ ------------ ------------
Net Income $22,958 $19,330 $44,344 $38,219
============ ============ ============ ============
Earnings Per Common Share $0.54 $0.46 $1.04 $0.90
============ ============ ============ ============
Average Number of Common Shares Outstanding 42,435 42,185 42,563 42,464
============ ============ ============ ============
Cash Dividends Declared Per Common Share $0.12 $0.10 $0.24 $0.20
============ ============ ============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
THE REYNOLDS AND REYNOLDS COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1996 AND SEPTEMBER 30, 1995
(In thousands)
<TABLE>
<CAPTION>
3/31/96 9/30/95
--------- ---------
<S> <C> <C>
INFORMATION SYSTEMS ASSETS
Current Assets
Cash and equivalents $ 6,557 $ 18,366
Accounts receivable 119,900 114,617
Inventories 40,962 37,796
Other current assets 21,020 17,412
--------- ---------
Total current assets 188,439 188,191
Property, Plant and Equipment, less accumulated depreciation of
$165,250 in 1996 and $153,584 in 1995 139,221 128,462
Goodwill 97,492 101,275
Other Intangible Assets 27,708 28,614
Other Assets 51,799 42,959
--------- ---------
Total Information Systems Assets 504,659 489,501
--------- ---------
FINANCIAL SERVICES ASSETS
Finance Receivables 283,358 264,901
Cash and Other Assets 390 1,064
--------- ---------
Total Financial Services Assets 283,748 265,965
--------- ---------
TOTAL ASSETS $ 788,407 $ 755,466
========= =========
INFORMATION SYSTEMS LIABILITIES
Current Liabilities
Current portion of long-term debt $ 856 $ 714
Notes payable 7,982 9,492
Accounts payable 41,219 39,351
Accrued liabilities 74,805 76,276
--------- ---------
Total current liabilities 124,862 125,833
Long-Term Debt 40,941 41,443
Other Liabilities 55,903 55,153
--------- ---------
Total Information Systems Liabilities 221,706 222,429
--------- ---------
FINANCIAL SERVICES LIABILITIES
Notes Payable 142,562 131,675
Other Liabilities 72,816 68,807
--------- ---------
Total Financial Services Liabilities 215,378 200,482
--------- ---------
SHAREHOLDERS' EQUITY
Capital Stock 25,724 25,941
Additional Paid-In Capital 16,743 15,815
Other Adjustments (3,591) (3,581)
Retained Earnings 312,447 294,380
--------- ---------
Total Shareholders' Equity 351,323 332,555
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 788,407 $ 755,466
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
THE REYNOLDS AND REYNOLDS COMPANY
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND 1995
(In thousands)
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
INFORMATION SYSTEMS
Cash Flows Provided By Operating Activities $ 43,806 $ 39,296
-------- --------
Cash Flows Provided By (Used For) Investing Activities
Business combinations (10,318) (17,406)
Capital expenditures (19,251) (12,649)
Net proceeds from asset sales 1,223 2,510
Capitalization of software licensed to customers (2,486) (1,078)
Advances to financial services (1,802) (7,038)
-------- --------
Net cash flows used for investing activities (32,634) (35,661)
-------- --------
Cash Flows Provided By (Used For) Financing Activities
Additional borrowings 3,754
Principal payments on debt (1,834) (846)
Cash dividends paid (4,955) (4,183)
Capital stock issued 707 582
Capital stock repurchased (16,666) (18,127)
-------- --------
Net cash flows used for financing activities (22,748) (18,820)
-------- --------
Effect of Exchange Rate Changes on Cash (233) (703)
-------- --------
Decrease in Cash and Equivalents (11,809) (15,888)
Cash and Equivalents, Beginning of Period 18,366 20,230
-------- --------
Cash and Equivalents, End of Period $ 6,557 $ 4,342
======== ========
FINANCIAL SERVICES
Cash Flows Provided By Operating Activities $ 8,167 $ 6,567
-------- --------
Cash Flows Provided By (Used For) Investing Activities
Finance receivables originated (58,147) (57,315)
Collections on finance receivables 36,628 30,644
-------- --------
Net cash flows used for investing activities (21,519) (26,671)
-------- --------
Cash Flows Provided By (Used For) Financing Activities
Additional borrowings 29,950 28,300
Principal payments on debt (19,063) (14,801)
Advances from information systems 1,802 7,038
-------- --------
Net cash flows provided by financing activities 12,689 20,537
-------- --------
Increase (Decrease) in Cash and Equivalents (663) 433
Cash and Equivalents, Beginning of Period 663 1,200
-------- --------
Cash and Equivalents, End of Period $ 0 $ 1,633
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 6
THE REYNOLDS AND REYNOLDS COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The balance sheet as of September 30, 1995, is condensed financial information
taken from the audited balance sheet. The interim financial statements are
unaudited. In the opinion of management, the accompanying interim financial
statements contain all significant adjustments (which consist only of normal
recurring adjustments) necessary to present fairly the company's financial
position, results of operations and cash flows for the periods presented.
(2) INVENTORIES
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Finished products $34,355 $33,064
Work in process 2,159 1,541
Raw materials and supplies 4,448 3,191
------- -------
Total inventories 40,962 37,796
======= =======
</TABLE>
(3) BUSINESS COMBINATION
On January 23, 1996, the company purchased the net assets of Jordan Graphics
from Ruddick Corporation for $9.4 million, paid from existing cash balances.
Jordan Graphics, a provider of business forms and forms management services to
customers located primarily in the eastern United States, had 1995 sales of over
$50 million. This business combination was accounted for as a purchase and the
accounts of Jordan Graphics were included in the company's financial statements
since the date of acquisition.
(4) SUBSEQUENT EVENT
On April 22, 1996, the company and Duplex Products Inc., jointly announced that
the companies signed a definitive merger agreement whereby the company will
acquire all of the outstanding shares of Duplex at $12 per share or about $90
million. To execute the agreement, the company initiated a cash tender offer,
which unless extended expires on May 17, 1996. The completion of the merger is
contingent on the tender of at least 70% of the outstanding shares of Duplex.
Duplex is a provider of business forms and labels, electronic printing services
and forms management services to customers throughout the United States. The
company intends to initially finance this transaction through existing revolving
credit agreements. Ultimately, the company expects to obtain new long-term
financing and retire the revolving credit agreements.
(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 three
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
March 31, 1996. The company believes that the reasonably foreseeable resolution
will not have a material adverse effect on the financial statements.
The second site involves a municipal waste disposal facility owned and operated
by four municipalities. The company joined a PRP coalition and is sharing
remedial investigation and feasibility study costs with other PRPs. During the
quarter ended June 30, 1994, the PRP coalition received an engineering
evaluation/cost analysis of the presumed remedy for the site from its private
contractor. However, because the EPA has not yet selected a remedy, potential
remediation costs remain uncertain. Remediation costs for a typical CERCLA site
on the National Priorities List average about $30,000. The engineering
evaluation/cost analysis was consistent with this average. The company has
accrued its estimated share of
6
<PAGE> 7
response costs as of March 31, 1996 and believes that the reasonably foreseeable
resolution will not have a material adverse effect on the financial statements.
In January 1994, by means of a special notice letter, the EPA notified the
company that it was considered to be one of more than three hundred PRPs at a
former drum reconditioning facility. A remedial investigation and feasibility
study is complete. A record of decision has been issued, and a statement of work
for the remedial design and remedial action is in circulation. The company was
unable to substantiate any previous involvement with this facility and believes
that the reasonably foreseeable resolution of this matter will not have a
material adverse effect on the financial statements.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE REYNOLDS AND REYNOLDS COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1996 AND 1995
(Dollars in thousands except per share data)
SUBSEQUENT EVENT
On April 22, 1996, the company initiated a cash tender offer for the outstanding
shares of Duplex Products Inc., a public company. Duplex, a provider of business
forms and forms management services, reported 1995 sales of $276 million and a
net loss of $1.9 million. See Note 4 to the Consolidated Financial Statements
for additional information regarding this transaction.
RESULTS OF OPERATIONS
CONSOLIDATED SUMMARY
<TABLE>
<CAPTION>
Second Quarter Six Months
---------------------------------------------------------------------------------------------------
1996 1995 Change % Change 1996 1995 Change % Change
----------- ---------- ---------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $257,004 $228,518 $28,486 12% $490,371 $437,217 $53,154 12%
Gross profit $119,928 $102,747 $17,181 17% $231,315 $198,588 $32,727 16%
Operating income $40,083 $33,442 $6,641 20% $77,355 $66,482 $10,873 16%
Net income $22,958 $19,330 $3,628 19% $44,344 $38,219 $6,125 16%
Earnings per share $0.54 $0.46 $0.08 17% $1.04 $0.90 $0.14 16%
</TABLE>
Consolidated revenues for the second quarter were the highest for any quarter in
the company's history. Business forms, computer systems and financial services
all posted double digit percentage sales increases over last year, for both the
quarter and six months. The effect of 1996 and 1995's business combinations was
to increase consolidated revenues about $18 million in the second quarter and
$29 million for six months.
Consolidated gross profit increased to 47.9% of information systems' revenues in
the second quarter, compared to 46.0% last year. Year-to-date gross profit was
48.4% of information systems' sales, versus 46.5% last year. Both computer
systems and business forms gross profit percentage increased over last year.
Selling, general and administrative expenses increased to 33.3% of revenues in
the second quarter from 32.5% last year and to 33.7% year-to-date from 32.4% a
year ago. The increase over last year resulted from investments in the newer
computer systems businesses and products.
Second quarter's consolidated operating income was also the highest for any
quarter in the company's history. Business forms operating income increased 35%
while financial services increased 11% as compared to last year's second
quarter. Computer systems operating income increased 8% over 1995's second
quarter. Year-to-date business forms and financial services operating income
grew 44% and 10%, respectively. Year-to-date, computer systems operating income
declined $1,105 because of the higher SG&A expenses.
Annualized return on average shareholders' equity was 25%, slightly higher than
last year's.
COMPUTER SYSTEMS (excluding financial services)
<TABLE>
<CAPTION>
Second Quarter Six Months
------------------------------------------------ ------------------------------------------------
1996 1995 Change % Change 1996 1995 Change % Change
----------- ---------- ---------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $117,086 $104,135 $12,951 12% $227,553 $204,545 $23,008 11%
Gross profit $56,564 $48,468 $8,096 17% $111,669 $96,053 $15,616 16%
% of revenues 48.3% 46.5% 49.1% 47.0%
Operating income $16,532 $15,375 $1,157 8% $33,166 $34,271 ($1,105) -3%
% of revenues 14.1% 14.8% 14.6% 16.8%
</TABLE>
8
<PAGE> 9
Computer systems revenues grew for both the second quarter and six months
because of higher recurring service revenues, growing sales of newer products,
strong electronic parts catalog shipments and the effect of fiscal year 1995
acquisitions. Recurring service revenues continued to grow because of the
increased number of software applications supported. Newer products such as
Customer Marketing Services, SalesVision, consulting and DealerNet represented a
greater proportion of revenues. Business combinations contributed about $4
million of the segment's sales growth in the second quarter and $10 million
year-to-date. The March 31, 1996 backlog of product sales orders was about the
same as at December 31, 1995.
Computer systems second quarter operating income grew over last year because of
the sales growth and gross profit margin improvement which offset higher SG&A
expenses. Gross profit margins increased for both the quarter and six months
primarily because of growth of higher margin recurring service revenues.
Year-to-date operating income declined $1,105 because of higher SG&A expenses.
SG&A expenses increased in total and as a percent of sales because of
investments in newer products, including healthcare systems. Healthcare systems
operating loss rose for both the second quarter and six months because of higher
SG&A expenses from implementing sales, marketing and product development
strategies for future growth.
BUSINESS FORMS
<TABLE>
<CAPTION>
Second Quarter Six Months
------------------------------------------------ ------------------------------------------------
1996 1995 Change % Change 1996 1995 Change % Change
----------- ---------- ---------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $133,452 $119,003 $14,449 12% $250,118 $222,192 $27,926 13%
Gross profit $63,364 $54,279 $9,085 17% $119,646 $102,535 $17,111 17%
% of revenues 47.5% 45.6% 47.8% 46.1%
Operating income $19,957 $14,818 $5,139 35% $37,223 $25,897 $11,326 44%
% of revenues 15.0% 12.5% 14.9% 11.7%
</TABLE>
Business forms revenues rose for both the second quarter and six months in large
part because of the effect of 1996 and 1995's business combinations which
contributed sales growth of $14 million in the quarter and $19 million
year-to-date. The increased sales volume from acquisitions and new accounts was
partially offset by sales price pressures brought on by declining paper costs.
During the second quarter of fiscal year 1996, paper prices decreased
significantly, reversing much of 1995's increase.
Business forms operating income grew significantly for both the second quarter
and six months as a result of the sales increase, gross margin improvement and
control of SG&A expenses. Gross profit margins improved because of continuous
improvement efforts in managing sales mix, account profitability and production
efficiencies and lower LIFO inventory adjustments, caused by declining paper
costs. SG&A expenses declined, as a percentage of sales, for both the second
quarter and six months.
FINANCIAL SERVICES
<TABLE>
<CAPTION>
Second Quarter Six Months
------------------------------------------------ ------------------------------------------------
1996 1995 Change % Change 1996 1995 Change % Change
----------- ---------- ---------- ----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $6,466 $5,380 $1,086 20% $12,700 $10,480 $2,220 21%
Operating income $3,594 $3,249 $345 11% $6,966 $6,314 $652 10%
% of revenues 55.6% 60.4% 54.9% 60.2%
</TABLE>
Financial services revenues increased for the second quarter and six months
because of interest earned on higher average finance receivables. Average
finance receivables increased more than 25% over last year because of strong
computer systems sales over the last twelve months. Interest income did not
increase as rapidly as finance receivables because interest rates on new
receivables were lower on average than interest rates on maturing receivables.
Financial services operating income increased at a slower rate than
revenues in the second quarter because of the effect of higher average borrowing
costs. Bad debt expenses were slightly higher than last year.
The company has entered into various interest rate management agreements to
limit interest rate exposure on financial services variable rate debt. It is
important to manage this interest rate exposure because the proceeds from these
borrowings
9
<PAGE> 10
were invested in fixed rate finance receivables. The company believes that over
time it has reduced interest expense by using interest rate management
agreements and variable rate debt instead of directly obtaining fixed rate debt.
During the first six months of fiscal year 1996 the company did not enter into
any new interest rate management agreements because current market conditions
made fixed rate debt more attractive.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS
Information systems strong cash flows from operating activities of $43,806
resulted primarily from information systems net income of $40,170. Depreciation
and amortization expenses increased to $20,657 compared to $17,078 last year
primarily because of assets recorded in connection with last year's business
combinations. Capital expenditures of $19,251 occurred in the normal course of
business. The company also repurchased $16,666 of capital stock in the first
half of the fiscal year. See the shareholders' equity caption of this analysis
for a further discussion of share repurchases.
Financial services operating cash flows and collections on finance receivables
were invested in new finance receivables for the company's computer systems 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
12.4% at March 31, 1996 and 13.4% at September 30, 1995. Remaining credit
available under existing revolving credit agreements was $30,500 at March 31,
1996. In addition to committed credit agreements, the company also has a variety
of other short-term credit lines available. Subsequent to March 31, 1996, and in
anticipation of completing the Duplex transaction (See Note 4 to the
Consolidated Financial Statements) the company repaid outstanding borrowings
under revolving credit agreements with funds from financial services' new
long-term borrowings. The company also negotiated an increase in the existing
revolving credit agreements. Upon completion of the Duplex transaction, the
company will initially finance the purchase price with these revolving credit
agreements. Ultimately, the company expects to obtain new long-term financing
and retire the revolving credit agreements. The company estimates that cash flow
from operations and cash available from existing credit agreements will be
sufficient to fund the Duplex transaction and fiscal year 1996 normal
operations. Capital expenditures in the ordinary course of business are
anticipated to be about $35 million in 1996.
SHAREHOLDERS' EQUITY
The company lists its Class A common shares 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 preferred shares with no par value. As of May
13, 1996, no preferred shares were outstanding and there were no agreements or
commitments with respect to the sale or issuance of these shares.
Dividends are typically declared each November, February, May and August and
paid in January, April, June and September, respectively. Dividends per Class A
common share must be twenty times the dividends per Class B common share and all
dividend payments must be simultaneous. In November 1995, the company's board of
directors increased the quarterly dividend 20% to $.12 per Class A common share.
The company has increased cash dividends per share nine times since 1989 and
paid dividends each year since the company's initial public offering in 1961.
The company has conducted an active share repurchase program during recent
years to provide increased returns to shareholders. During the first half of
fiscal year 1996, the company repurchased 450,000 Class A common shares for
$16,666, an average price of $37.03 per share. The company could
repurchase an additional 2,119,500 Class A common shares under existing board
of directors' authorizations as of March 31, 1996.
ENVIRONMENTAL MATTERS
See Note 5 to the Consolidated Financial Statements for a discussion of the
company's environmental contingencies.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 4. RESULTS OF VOTES OF SECURITY HOLDERS
At the Annual Meeting of Shareholders on February 15, 1996,
the shareholders of the company voted on and approved the
following issues.
Issue 1 Election of Directors
<TABLE>
<CAPTION>
Shares
Shares For Withheld
---------- --------
Three-year terms expiring in 1999
-----------------------------------
<S> <C> <C>
Dr. David E. Fry 45,733,755 316,354
Richard H. Grant, III 45,926,120 123,989
David R. Holmes 45,774,810 275,299
Martin D. Walker 45,943,432 106,677
</TABLE>
<TABLE>
<CAPTION>
Two-year term expiring in 1998
------------------------------
<S> <C> <C>
Allan Z. Loren 45,900,253 149,856
</TABLE>
The following individuals' terms of office as directors
continued after the meeting; Joseph N. Bausman, Richard H.
Grant, Jr., Dale L. Medford, Robert C. Nevin, Gayle B.
Price, Jr. and Kenneth W. Thiele.
Issue 2 Approval of Material Terms of a Performance-Based
Incentive Plan
<TABLE>
<CAPTION>
<S> <C>
Shares For 45,413,852
Shares Against 417,084
Shares Abstain 219,173
</TABLE>
Issue 3 Appointment of Deloitte & Touche LLP as Independent
Auditors
<TABLE>
<CAPTION>
<S> <C>
Shares For 45,690,155
Shares Against 286,631
Shares Abstain 73,323
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended March 31, 1996.
11
<PAGE> 12
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 May 13, 1996 /s/ Dale L. Medford
------------- -------------------
Dale L. Medford
Vice President, Corporate Finance and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 6,557
<SECURITIES> 0
<RECEIVABLES> 123,245
<ALLOWANCES> 3,345
<INVENTORY> 40,962
<CURRENT-ASSETS> 188,439
<PP&E> 304,471
<DEPRECIATION> 165,250
<TOTAL-ASSETS> 788,407
<CURRENT-LIABILITIES> 124,862
<BONDS> 160,816
<COMMON> 25,724
0
0
<OTHER-SE> 325,599
<TOTAL-LIABILITY-AND-EQUITY> 788,407
<SALES> 324,725
<TOTAL-REVENUES> 490,371
<CGS> 185,803
<TOTAL-COSTS> 246,356
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,292
<INCOME-PRETAX> 77,120
<INCOME-TAX> 32,776
<INCOME-CONTINUING> 44,344
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 44,344
<EPS-PRIMARY> $1.04
<EPS-DILUTED> $1.04
</TABLE>
