REYNOLDS SMITH & HILLS INC
10-Q, 1996-08-12
ENGINEERING SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q


              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1996

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     For the transition period from __ to___


                         Commission File Number 0-18984


                         REYNOLDS, SMITH AND HILLS, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)



                   FLORIDA                              59-2986466
         -------------------------------        -----------------------
        (State or other jurisdiction of            (I.R.S. Employer
         incorporation or organization)           Identification No.)



                4651 Salisbury Road, Jacksonville, Florida 32256
                ------------------------------------------------
               (Address of principal executive offices)(Zip Code)


       Registrant's telephone number, including area code: (904) 296-2000


                                   ----------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes (X) No ( )


The number of shares  outstanding of the  registrant's  Common stock,  par value
$.01 per share, at June 30, 1996 was 455,000 shares.




<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
- - --------------------------------------------------------------------------------

                                                      THREE MONTHS ENDED
                                                           JUNE 30
                                                    1996            1995
                                                    ----            ----
GROSS REVENUE                                   $10,567,000      $8,052,000

SUBCONTRACT AND OTHER DIRECT COSTS                3,238,000       1,877,000
                                                  ---------       ---------

   Net service revenue                            7,329,000       6,175,000

COST OF SERVICES                                  2,985,000       2,528,000
                                                  ---------       ---------

   Gross profit                                   4,344,000       3,647,000

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES      3,824,000       3,581,000
                                                  ---------       ---------

   Operating Income                                 520,000          66,000

OTHER INCOME (EXPENSE):
Interest and other income (expense)                   5,000           3,000
Interest expense                                    (14,000)        (46,000)
                                                    -------         -------

   Income before income taxes                       511,000          23,000

INCOME TAX EXPENSE                                  211,000          22,000
                                                    -------          ------

   NET INCOME                                   $   300,000      $    1,000
                                                ===========      ==========

NET INCOME PER COMMON SHARE                     $      0.66      $     0.00
                                                ===========      ==========

AVERAGE COMMON SHARES OUTSTANDING                   455,000         448,000
                                                    =======         =======

See accompanying notes to consolidated financial statements.

<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
- - --------------------------------------------------------------------------------


ASSETS                                           June 30, 1996    March 31, 1996
- - ------                                           -------------    --------------

CURRENT ASSETS:
Cash                                              $ 1,493,000        $   263,000
Accounts receivable, net of allowance
   for doubtful accounts of $157,000 
   and $148,000                                     4,373,000          5,178,000
Unbilled service revenue                            3,450,000          3,312,000
Prepaid expenses                                       49,000            185,000
Other current assets                                    8,000             12,000
                                                        -----             ------
     Total current assets                           9,373,000          8,950,000

PROPERTY AND EQUIPMENT, net                         2,320,000          2,456,000

OTHER ASSETS                                           71,000             91,000

IDENTIFIABLE INTANGIBLE ASSETS, net of accumulated
amortization of $809,000 and $795,000                 228,000            243,000

COST IN EXCESS OF NET ASSETS OF ACQUIRED BUSINESS,
net of accumulated amortization $137,000 
and $131,000                                          776,000            781,000
                                                      -------            -------
                                                  $12,768,000        $12,521,000
                                                  ===========        ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
- - -----------------------------------

CURRENT LIABILITIES:
Notes payable and current portion of
     long-term debt                               $   365,000        $   863,000
Accounts payable                                    2,130,000          2,244,000
Accrued payroll                                       344,000            639,000
Accrued expenses                                    1,558,000          1,193,000
Unearned service revenue                            2,605,000          2,053,000
Current portion of deferred income taxes               23,000             23,000
                                                       ------             ------
     Total current liabilities                      7,025,000          7,015,000

LONG-TERM DEBT                                         35,000             76,000

DEFERRED INCOME TAXES                                 223,000            223,000

OTHER LIABILITIES                                     444,000            466,000
                                                      -------            -------
Total liabilities                                   7,727,000          7,780,000
                                                    ---------          ---------

SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 4,000,000 shares
   authorized, 455,000 issued and outstanding           5,000              5,000
Paid-in capital                                     3,534,000          3,534,000
Retained earnings                                   1,502,000          1,202,000
                                                    ---------          ---------
Total shareholders' equity                          5,041,000          4,741,000
                                                    ---------          ---------
                                                  $12,768,000        $12,521,000
                                                  ===========        ===========

See accompanying notes to consolidated financial statements.


<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDED JUNE 30
- - --------------------------------------------------------------------------------

                                                       1996              1995
                                                       ----              ----
OPERATING ACTIVITIES:
Net Income                                        $  300,000          $   1,000
Adjustments to reconcile net income to net
  cash provided by operating activities:
     Depreciation and amortization                   178,000            190,000
     (Gain)loss on disposal of fixed assets           (1,000)                 0
     Deferred rent charges                           (23,000)           (20,000)
Change in operating assets and liabilities:
     Accounts receivable and unbilled 
       service revenue                               667,000           (953,000)
     Other assets and prepaid expenses               158,000             32,000
     Accounts payable and accrued expenses           (43,000)          (295,000)
     Unearned service revenue                        552,000            124,000
                                                     -------            -------
     Net cash provided (used) by 
       operating activities                        1,788,000           (921,000)
                                                   ---------           -------- 
INVESTING ACTIVITIES:
     Capital expenditures                            (22,000)          (233,000)
     Proceeds from sale of fixed assets                3,000                  0
                                                       -----           --------
     Net cash used by investing activities           (19,000)          (233,000)
                                                     -------           -------- 
FINANCING ACTIVITIES:
     Repayments of long-term debt                   (124,000)          (140,000)
     Net increase (decrease) in credit line 
       payable to bank                              (415,000)         1,098,000
     Net proceeds from issuance of common stock            0              1,000
                                                    --------              -----
     Net cash provided (used) by 
       financing activities                         (539,000)           959,000
                                                    --------            -------
NET INCREASE (DECREASE) IN CASH                    1,230,000           (195,000)

CASH AT BEGINNING OF PERIOD                          263,000            577,000
                                                     -------            -------

CASH AT END OF PERIOD                             $1,493,000          $ 382,000
                                                  ==========          =========


See accompanying notes to consolidated financial statements.


<PAGE>


REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
JUNE 30, 1996




1)   The  accompanying  unaudited  financial  statements,   in  the  opinion  of
     management,   include  all  adjustments  (consisting  of  normal  recurring
     accruals)  necessary  to present  fairly  the  results  of  operations  and
     financial  position  of the Company  for the  periods  indicated.  However,
     certain  information and note  disclosures  normally  included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have  been  omitted.  It  is  suggested  that  these  financial
     statements be read in conjunction with the financial statements, schedules,
     and notes thereto  included in the Company's annual report on Form 10-K for
     the fiscal year ended March 31, 1996.

2)   Earnings per share of common stock are based on weighted  average number of
     shares outstanding during each period.

3)   Certain  reclassifications have been made in the fiscal year 1996 financial
     statements  to conform  to  classifications  used in the  fiscal  year 1997
     financial statements.



<PAGE>



ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
        OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES


RESULTS OF OPERATIONS

Gross revenue for the first quarter of fiscal 1997 was  $10,567,000  as compared
to gross  revenue of $8,052,000  for the first quarter of fiscal 1996.  This 31%
increase was due  primarily  to the  increased  workload in the  transportation,
aviation,   aerospace  and  defense,   commercial  and  institutional  programs.
Corresponding  with this  increase was a 72% increase in  subcontract  and other
direct  costs for the first  quarter  of fiscal  1997 over the same  period  for
fiscal  1996.   Increased  use  of   subconsultants   was   experienced  in  the
transportation,  aviation,  and  institutional  programs.  As a  result  of  the
increase  in both gross  revenue and other  direct  costs,  net service  revenue
increased 19% to $7,329,000 for the first quarter of fiscal 1997 from $6,175,000
for the first quarter of fiscal 1996.

Cost of services represents direct labor costs associated with the generation of
net service  revenues.  Cost of  services,  for the first three months of fiscal
1997 was  $2,985,000,  representing  an 18%  increase  over the same  period for
fiscal 1996. Expressed as a percentage of net service revenue,  cost of services
remained  consistent  at 41% for both the first quarter of fiscal 1997 and 1996.
As a result of these factors and increased revenues,  gross profit increased 19%
to $4,344,000 in fiscal 1997 from $3,647,000 in fiscal 1996.

Selling,  general and  administrative  (SG&A) expenses consist of labor costs of
operational  personnel not utilized on projects  (i.e.  indirect  labor),  labor
costs of  administrative  and  support  personnel,  office  rent,  depreciation,
insurance and other  operating  expenses.  Selling,  general and  administrative
expenses  for the first  quarter of fiscal 1997 were  $3,824,000  as compared to
$3,581,000  for the first  quarter  of fiscal  1996.  This 7%  increase  was due
primarily  to   increases   in   compensation   and  further   acquisition   and
implementation of computer and communications technology.

Income  before  income  taxes was  $511,000 for the first three months of fiscal
1997 versus  $23,000  for the same  period of fiscal  1996.  This  increase  was
primarily  attributable to the increase in net service fees as described  above.
Net income was $300,000 for the first three months of fiscal 1997 as compared to
$1,000 for the first three months of fiscal 1996.



<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1996 the Company had cash of $1,493,000 and additional  borrowing
available on the revolving  line of credit of $1,750,000.  The Company  believes
that its existing financial  resources,  together with its future cash flow from
operations and its unused bank lines of credit,  will provide sufficient capital
to fund its operations.



                           PART II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K

        (b) There were no Form 8-K  reports  filed  during the quarter for which
            this report is filed.




                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date:    August 12, 1996             REYNOLDS, SMITH AND HILLS, INC.


                                    By       /s/ Leerie T. Jenkins, Jr.
                                             --------------------------
                                             Leerie T. Jenkins, Jr.
                                             Chairman of the Board,
                                             President and Chief
                                             Executive Officer
                                             (Principal Executive
                                             Officer)


                                    By       /s/ David K. Robertson
                                             ----------------------
                                             David K. Robertson
                                             Executive Vice President,
                                             Secretary, Treasurer, Chief
                                             Financial Officer and Director
                                             (Principal Financial and
                                             Accounting Officer)



<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                       1,493,000
<SECURITIES>                                         0
<RECEIVABLES>                                7,980,000
<ALLOWANCES>                                   157,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                             9,373,000
<PP&E>                                       5,137,000
<DEPRECIATION>                               2,817,000
<TOTAL-ASSETS>                              12,768,000
<CURRENT-LIABILITIES>                        7,025,000
<BONDS>                                         35,000
                                0
                                          0
<COMMON>                                         5,000
<OTHER-SE>                                   5,036,000
<TOTAL-LIABILITY-AND-EQUITY>                12,768,000
<SALES>                                              0
<TOTAL-REVENUES>                            10,567,000
<CGS>                                                0
<TOTAL-COSTS>                                6,223,000
<OTHER-EXPENSES>                             3,793,000
<LOSS-PROVISION>                                26,000
<INTEREST-EXPENSE>                              14,000
<INCOME-PRETAX>                                511,000
<INCOME-TAX>                                   211,000
<INCOME-CONTINUING>                            300,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   300,000
<EPS-PRIMARY>                                     0.66
<EPS-DILUTED>                                     0.66
        

</TABLE>


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