UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] Transition report pursuant to section 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.
EMPLOYEES 401(k) PROFIT SHARING PLAN
(Full title of the plan)
REYNOLDS, SMITH AND HILLS, INC.
(Name of the issuer of the securities held pursuant to the plan)
4651 Salisbury Road, Jacksonville, Florida 32256
(Address of principal executive office of issuer and plan)
<PAGE>
REYNOLDS, SMITH AND HILLS, INC.
EMPLOYEES 401(k) PROFIT SHARING PLAN
Financial Statements and Supplemental
Schedules for the Year Ended December 31
1997, and Independent Auditors' Report
<PAGE>
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k) PROFIT SHARING PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 6
Notes to Financial Statements 8
SUPPLEMENTAL SCHEDULES:
Item 27a - Assets Held for Investment Purposes 12
Item 27d - Schedule of Reportable Transactions 13
<PAGE>
Deloitte & Touche LLP
Certified Public Accountants
Suite 2801
Independent Square
One Independent Drive
Jacksonville, Florida 32202-5034
Telephone: (904) 356-0011
Facsimile: (904) 355-9104
INDEPENDENT AUDITORS' REPORT
Trustees
Reynolds, Smith and Hills, Inc. Employees
401(k) Profit Sharing Plan
Jacksonville, Florida
We have audited the accompanying statements of net assets available for plan
benefits of Reynolds, Smith and Hills, Inc. Employees 401(k) Profit Sharing Plan
(the "Plan") as of December 31, 1997 and 1996, and the related statement of
changes in net assets available for plan benefits for the year ended December
31, 1997. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan as of December
31, 1997 and 1996, and the changes in net assets available for plan benefits for
the year ended December 31, 1997, in conformity with generally accepted
accounting principles.
As explained in Note 1 to the financial statements, the 1997 and 1996 financial
statements include securities valued at $1,341,719 (8 percent of net assets
available for plan benefits) and $1,102,126 (8 percent of net assets available
for plan benefits), respectively, whose values have been estimated by the Board
of Trustees in the absence of readily ascertainable market values. We have
examined the procedures used by the Board of Trustees in arriving at its
estimate of value of such securities and have inspected underlying
documentation, and, in the circumstances, we believe the procedures are
reasonable and the documentation appropriate. However, because of the inherent
uncertainty of valuation, those estimated values may differ significantly from
the values that would have been used had a ready market for the securities
existed, and the differences could be material.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department for Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
information by fund in the statements of net assets available for plan benefits
and the statement of changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and supplemental information
by fund is the responsibility of the Plan's management. Such supplemental
schedules and supplemental information by fund have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/Deloitte & Touche LLP
July 15, 1998
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<PAGE>
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Supplemental Information by Fund
--------------------------------
Value Select Stable
Equity Income Value
Fund Fund Fund
----- ------ ------
<S> <C> <C> <C>
Assets:
Investments, at fair value (Note 3):
INVESCO collective trust funds $7,280,738 $1,336,077 $2,884,844
Short-term investments
Investments, at estimated fair value (Note 3):
Common stocks
Loan to participants
---------- ---------- ----------
Net assets available for plan benefits $7,280,738 $1,336,077 $2,884,844
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
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<PAGE>
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Emerging Combined
Flex Dynamics Growth Loan RS&H Total
Fund Fund Fund Fund Stock All Funds
---- ---- ---- ---- ----- ---------
$855,515 $1,264,789 $530,329 $14,152,292
$ 19,027 19,027
1,341,719 1,341,719
$611,672 611,672
-------- ---------- -------- -------- ---------- -----------
$855,515 $1,264,789 $530,329 $611,672 $1,360,746 $16,124,710
======== ========== ======== ======== ========== ===========
- 3 -
<PAGE>
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996
- --------------------------------------------------------------------------------
Supplemental Information by Fund
<TABLE>
<CAPTION>
Supplemental Information by Fund
--------------------------------
Value Select Stable
Equity Income Value
Fund Fund Fund
----- ------ ------
<S> <C> <C> <C>
Assets:
Investments, at fair value (Note 3):
INVESCO collective trust funds $6,119,724 $1,188,359 $2,467,287
Short-term investments
Investments, at estimated fair value (Note 3):
Common stocks
Loan to participants
---------- ---------- ----------
Total investments 6,119,724 1,188,359 2,467,287
Receivables:
Contributions receivable 20,057 4,139 5,242
---------- ---------- ----------
Total receivables 20,057 4,139 5,242
---------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $6,139,781 $1,192,498 $2,472,529
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 4 -
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Emerging Combined
Flex Dynamics Growth Loan RS&H Total
Fund Fund Fund Fund Stock All Funds
---- ---- ---- ---- ----- ---------
<S> <C> <C> <C> <C> <C>
$ 323,694 $ 990,252 $ 483,636 $11,572,952
$ 57,464 57,464
1,102,126 1,102,126
653,860 653,860
- ----------- ----------- ----------- ----------- ----------- -----------
323,694 990,252 483,636 653,860 1,159,590 13,386,402
1,975 5,688 4,812 3,078 44,991
- ----------- ----------- ----------- ----------- -----------
1,975 5,688 4,812 3,078 44,991
- ----------- ----------- ----------- ----------- ----------- -----------
$ 325,669 $ 995,940 $ 488,448 $ 653,860 $ 1,162,668 $13,431,393
=========== =========== =========== =========== =========== ===========
</TABLE>
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<PAGE>
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Supplemental Information by Fund
--------------------------------
Value Select Stable
Equity Income Value
Fund Fund Fund
---- ---- ----
ADDITIONS TO NET ASSETS:
<S> <C> <C> <C>
Investment income $ 598,682 $ 118,730 $ 179,837
Net appreciation in value of RS&H, Inc. stock
Net appreciation in fair value of investments 1,120,848 21,606 11,816
--------- --------- ---------
Net investment income 1,719,530 140,336 191,653
Contributions from employer 66,747 14,699 10,981
Contributions from employees 485,114 93,313 123,146
--------- --------- ---------
Total additions 2,271,391 248,348 325,780
DEDUCTIONS FROM NET ASSETS:
Administrative expenses 6,136 1,136 28,618
Distributions, net 376,585 86,517 624,751
--------- --------- ---------
Total deductions 382,721 87,653 653,369
PARTICIPANTS' TRANSFERS BETWEEN FUNDS IN (OUT) (747,713) (17,116) 739,904
--------- --------- ---------
Net increase (decrease) 1,140,957 143,579 412,315
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT BEGINNING OF YEAR 6,139,781 1,192,498 2,472,529
--------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS AT END OF YEAR 7,280,738 1,336,077 2,884,844
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 6 -
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Emerging Combined
Flex Dynamics Growth Loan RS&H Total
Fund Fund Fund Fund Stock All Funds
---- ---- ---- ---- ----- ---------
<S> <C> <C> <C> <C> <C>
$ 1,527 $ 154,957 $ 122,196 $ 1,175,929
$ 243,261 243,261
101,969 77,641 (44,079) 1,289,801
------- --------- ------- ------- --------- ----------
103,496 232,598 78,117 243,261 2,708,991
9,029 20,420 14,668 18,269 154,813
66,863 156,222 111,358 43,903 1,079,919
------- --------- ------- ------- --------- ----------
179,388 409,240 204,143 305,433 3,943,723
12,969 1,301 833 232 51,225
1,255 46,860 19,846 $ 33,827 9,540 1,199,181
------- --------- ------- ------- --------- ----------
14,224 48,161 20,679 33,827 9,772 1,250,406
364,682 (92,230) (141,583) (8,361) (97,583)
------- --------- ------- ------- --------- ----------
529,846 268,849 41,881 (42,188) 198,078 2,693,317
325,669 995,940 488,448 653,860 1,162,668 13,431,393
------- --------- ------- ------- --------- ----------
$ 855,515 $ 1,264,789 $ 530,329 $ 611,672 $ 1,360,746 $16,124,710
======= ========= ======= ======= ========= ==========
</TABLE>
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<PAGE>
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Investments - Short-term investments and loans to participants are carried at
cost which approximates market value. The Plan's investments are stated at fair
value. Shares of registered investment companies are valued at quoted market
prices which represent the net asset value of shares held by the Plan at
year-end. Investments in the common stock of the Plan's sponsor, Reynolds, Smith
and Hills, Inc., are recorded at an estimated value as there is no active market
for the stock.
Payment of Benefits - Benefits are recorded when paid.
2. DESCRIPTION OF PLAN
The following description of the Reynolds, Smith and Hills, Inc. Employees
401(k) Profit Sharing Plan (the "Plan") provides general information to
participants. Participants should refer to the pamphlet, Summary Plan
Description for the April 1, 1996 Amendment and Restatement of the Reynolds,
Smith and Hills, Inc. Employees 401(k) Profit Sharing Plan, for a more complete
description of the Plan's provision. Copies of the pamphlet are available from
the Plan Coordinator.
General - The Plan was commenced and made effective January 1, 1990. The Plan is
a defined contribution plan established under Section 401(k) of the Internal
Revenue Code. The Plan was established for the benefit of certain employees of
Reynolds, Smith and Hills, Inc. (the "Company") and eligible subsidiaries and
affiliates with 480 hours of service within the eligibility computation period.
The Plan is subject to the provisions of the Employees Retirement Income
Security Act of 1974 (ERISA).
Investment Options - Participating employees have the right to choose the
investment funds in which contributions to their accounts are invested, and may
choose to allocate and reallocate amounts credited to their accounts amount all
or any combination of the investment funds. A participating employee may change
his investment decision at any time by calling the Trustee. Changes involving
Reynolds, Smith and Hills, Inc. common stock are handled by the plan
administrator on a quarterly basis. Earnings on the investment funds are
allocated among the accounts of participation that have elected to invest in
each such funds.
Accounts may be invested among the following:
(i) INVESCO Retirement Trust Stable Value Fund;
(ii) INVESCO Select Income Fund;
(iii) INVESCO Retirement Trust Flex Fund;
(iv) INVESCO Value Equity Fund;
(v) INVESCO Dynamics Fund;
(vi) INVESCO Emerging Growth Fund; and
(vii) Reynolds, Smith and Hills, Inc. common stock.
- 8 -
<PAGE>
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1997 (CONTINUED)
- --------------------------------------------------------------------------------
Plan participants may direct the investment of all funds credited to their
account to any or all investment funds in increments of 1% or multiples thereof.
Contributions - The Plan allows participating employees to contribute from 2% to
15% of their earned compensation with a total amount not to exceed $9,500 in
1997 and 1996. The dollar limit is indexed yearly for inflation. The employer is
required to match 25% of the employee's annual contribution up to 6% of an
employee's compensation. In addition, the employer may make discretionary
contributions to the Plan in cash, company stock or a combination of the two.
Participant Accounts - Each participant's account is credited with the
participant's contributions and allocations of (a) the Company's contribution
and (b) Plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account.
Vesting - Participants are fully vested in their voluntary contributions plus
actual earnings thereon. Vesting in the remainder of the account balances is
based on years of participant service. A participant is 100% vested after five
years of credited service.
Withdrawals - Participants may withdraw all of the vested amounts credited to
their accounts, subject to defined years of Plan participation. Also, a
participant may elect to withdraw certain amounts from his deferred contribution
account due to the financial hardship of the participant.
Loans - Participants may request loans from the Plan subject to allowable
available participant balances and other conditions.
Payment of Benefits - On termination of employment, a participant with an
account balance of $3,500 or less may elect a lump sum payment of the
participant's account balance at the date of termination. The Plan provides
other payment schedules for payment of participant balances in excess of $3,500
upon participant termination of employment. As of December 31, 1997, $4,233,958
in benefits was owed to participants that had withdrawn from the plan.
In the event of death or disability of a participant, payment may be made in a
lump sum amount equal to the value of the participant's account as of the next
quarterly valuation date.
- 9 -
<PAGE>
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1997 (CONTINUED)
- --------------------------------------------------------------------------------
Plan Termination - Although the Company has not expressed any intent to do so,
the Company has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants will become 100% vested in their accounts.
3. Investments
Except for the Plan's investments in loans to participants and common stock of
the plan sponsor, the Plan's investments are held in a trust fund administered
by the Trust Department of INVESCO Trust Company. Such investments consist
primarily of the Plan's short-term investments and investments in INVESCO mutual
funds and collective trust funds.,
<TABLE>
<CAPTION>
The following table summarizes all investments held, by fund, at December 31,
1997 and 1996:
December 31
-------------------------
1997 1996
Investments at Fair Value as Determined by Quoted Market Price
<S> <C> <C>
INVESCO collective trust funds:
Select Income Fund; 199,241 and 181,429 units $ 1,336,077 $ 1,188,359
Value Equity Fund; 260,992 and 257,781 units 7,280,738 6,119,724
Dynamics Fund; 90,344 and 76,823 units 1,264,789 990,252
Emerging Growth Fund; 46,765 and 38,629 units 530,329 483,636
Retirement Trust Stable Value Fund; 2,884,844 and 2,467,287 units 2,884,844 2,467,287
Retirement Trust Flex Fund; 25,394 and 12,261 units 855,515 323,694
Stock Liquidity Fund; 19,027 and 57,464 units 19,027 57,464
----------- -----------
14,171,319 11,630,416
----------- -----------
Investments at Estimated Fair Value
RS&H common stocks; 95,837 shares 1,341,719 1,102,126
Loans to participants 611,672 653,860
----------- -----------
1,953,391 1,755,986
----------- -----------
Total Investments $16,124,710 $13,386,402
=========== ===========
</TABLE>
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<PAGE>
4. Income Tax Status
The Plan obtained its latest determination letter on November 5, 1997, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
plan administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Internal Revenue
Code. Therefore, they believe that the Plan was qualified and the related trust
was tax-exempt as of the financial statement date.
******
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<PAGE>
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Shares,
Units or Principal Market
Amount Description Cost Value
------ ----------- ---- -----
<S> <C> <C>
INVESCO Mutual Funds
199,241 INVESCO Select Income Fund $1,336,077 $1,336,077
260,992 INVESCO Value Equity Fund 6,047,660 7,280,738
90,344 INVESCO Dynamics Fund 1,227,988 1,264,789
46,765 INVESCO Emerging Growth Fund 598,665 530,329
INVESCO Collective Trust Funds (Commingled Funds)
2,884,844 INVESCO Retirement Trust 2,884,844 2,884,844
Stable Value Fund
25,397 INVESCO Retirement Trust 777,699 855,515
Flex Fund
RS&H Stock Fund
19,027 INVESCO Stock Liquidity Fund 19,027 19,027
95,837 Reynolds, Smith and Hills, Inc.
common stock 771,162 1,341,719
LOAN FUND
611,672 Participant Loans 611,672 611,672
---------- ----------
TOTAL ALL FUNDS $14,274,794 $16,124,710
========== ==========
</TABLE>
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<PAGE>
REYNOLDS, SMITH AND HILLS, INC. EMPLOYEES 401(k)
PROFIT SHARING PLAN
<TABLE>
<CAPTION>
SUPPLEMENTAL SCHEDULE
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
Series of Transactions in Excess of 5% of Plan Assets
Current Net
Purchase Selling Cost of Value of Gain
Identification of Security Price Price Asset Asset (Loss)
-------------------------- ----- ----- ----- ----- ------
<S> <C> <C> <C> <C> <C>
INVESCO Retirement Trust Stable Value Fund $2,442,040 $2,024,483 $2,024,483 $2,442,040
INVESCO Value Equity Fund 2,283,076 2,223,633 1,838,073 2,283,076 $385,560
INVESCO Dynamics Fund 766,014 569,619 566,393 766,014 3,226
INVESCO Emerging Growth Fund 595,129 506,216 497,495 595,129 8,721
INVESCO Flex Fund 687,334 251,319 231,171 687,334 20,148
</TABLE>
- 13 -
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Reynolds, Smith and Hills, Inc.
Employee 401(k) Profit Sharing Plan
By \s\Darold F. Cole
- --------------------
Darold F. Cole
Chairman, Administrative Committee
and Senior Vice President and Director
Reynolds, Smith and Hills, Inc.
Date: August 14, 1998
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
Numbered 33-40554, 33-40553, 33-40552,33-40551 and 333-40237 of Reynolds, Smith
and Hills, Inc. on Form S-8 of our report dated July 15, 1998 appearing in this
Annual Report on Form 11-K of the Reynolds, Smith and Hills, Inc. Employees
401(k) Profit Sharing Plan for the year ended December 31, 1997.
/s/Deloitte & Touche LLP
Jacksonville, Florida
August 10, 1998
