REYNOLDS SMITH & HILLS INC
10-Q, 2000-11-14
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 Period Ended September 30, 2000

                                       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 No. 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, Suite 400                       32256
            Jacksonville, Florida                         (Zip Code)
        (Address of principal executive offices)

         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 September 30, 2000 was 453,140 shares.


<PAGE>



PART 1:  FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

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

<TABLE>

                                                    Six Months Ended                    Three Months Ended
                                                      September 30                         September 30

                                                  2000               1999               2000               1999
                                             ---------------    ---------------    ---------------    ---------------




<S>                                          <C>                <C>                <C>                <C>
GROSS REVENUE                                $ 28,449,000       $ 22,602,000       $ 14,570,000       $ 11,352,000


SUBCONTRACT AND OTHER
     DIRECT COSTS                               6,995,000          4,967,000          3,474,000          2,355,000
                                             ---------------    ---------------    ---------------    ---------------

     Net service revenue                       21,454,000         17,635,000         11,096,000          8,997,000

COST OF SERVICES                                8,145,000          6,890,000          4,215,000          3,499,000
                                             ---------------    ---------------    ---------------    ---------------

     Gross profit                              13,309,000         10,745,000          6,881,000          5,498,000

SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                   12,608,000         10,313,000          6,456,000          5,266,000
                                             ---------------    ---------------    ---------------    ---------------

     Operating income                             701,000            432,000            425,000            232,000


OTHER INCOME (EXPENSE)
Interest and other income                          26,000             24,000             23,000             12,000
Interest expense                                  ( 7,000)           (29,000)           ( 3,000)           (21,000)
                                             ---------------    ---------------    ---------------    ---------------
     Income before income taxes                   720,000            427,000            445,000            223,000

INCOME TAX EXPENSE                                303,000            185,000            183,000             94,000
                                             ---------------    ---------------    ---------------    ---------------
     NET INCOME                           $       417,000      $     242,000      $     262,000      $     129,000
                                             ===============    ===============    ===============    ===============

BASIC EARNING PER SHARE                      $        .92      $         .54      $         .58      $         .29
                                             ---------------    ---------------    ---------------    ---------------

WEIGHTED AVERAGE
  COMMON SHARES
  OUTSTANDING                                     453,000            448,000            453,000            448,000
                                             ===============    ===============    ===============    ===============

</TABLE>



See accompanying notes to consolidated financial statements.



                                       2
<PAGE>



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

                                                                              SEPT 30,           MARCH 31,

ASSETS                                                                         2000                2000
------
                                                                         ----------------    ----------------


<S>                                                                    <C>                 <C>
CURRENT ASSETS:
Cash                                                                   $      4,000        $    457,000
Accounts receivable, net of allowance for doubtful accounts of
     $130,000 and $131,000                                                7,853,000           6,490,000
Unbilled service revenue                                                  5,383,000           5,179,000
Prepaid expenses and other current assets                                    79,000             159,000
Deferred income taxes                                                       431,000             431,000
                                                                         ----------------    ----------------

     Total current assets                                                13,750,000          12,716,000

PROPERTY AND EQUIPMENT, net                                               2,366,000           2,513,000

OTHER ASSETS                                                                171,000             180,000

COST IN EXCESS OF NET ASSETS OF ACQUIRED
  BUSINESSES, net of accumulated amortization of $359,000
  and $313,000                                                            1,261,000           1,308,000
                                                                         ----------------    ----------------

                                                                       $ 17,548,000        $ 16,717,000
                                                                         ================    ================

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

CURRENT LIABILITIES:
Notes payable and current portion of long-term debt                    $    342,000        $    100,000
Accounts payable                                                          2,866,000           3,120,000
Accrued payroll                                                             531,000             466,000
Accrued incentive compensation                                              495,000             883,000
Accrued expenses                                                          1,249,000           1,268,000
Unearned service revenue                                                  3,749,000           2,919,000
                                                                         ----------------    ----------------
     Total current liabilities                                            9,232,000           8,756,000

LONG-TERM DEBT                                                                    0             100,000


DEFERRED INCOME TAXES                                                       173,000             173,000

OTHER LIABILITIES                                                           368,000             387,000
                                                                         ----------------    ----------------
     Total liabilities                                                    9,773,000           9,416,000
                                                                         ----------------    ----------------

SHAREHOLDERS EQUITY:
Common Stock, $.01 par value, 4,000,000 shares authorized,
     453,000 and 448,000 issued and outstanding                               5,000               5,000
Paid-in capital                                                           3,627,000           3,570,000
Retained earnings                                                         4,143,000           3,726,000
                                                                         ----------------    ----------------
     Total shareholders' equity                                           7,775,000           7,301,000
                                                                         ----------------    ----------------

                                                                       $ 17,548,000        $ 16,717,000
                                                                         ================    ================
See accompanying notes to consolidated financial statements.

</TABLE>
                                       3
<PAGE>




REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
SIX MONTHS ENDED SEPTEMBER 30

--------------------------------------------------------------------------------

<TABLE>




                                                                        2000              1999
                                                                   ---------------    --------------

<S>                                                             <C>                <C>
OPERATING ACTIVITIES:
Net income                                                      $      417,000     $      242,000
Adjustments to reconcile net income to net cash:
     Depreciation and amortization                                     475,000            455,000
     Deferred rent charges                                             (19,000)           (23,000)
   Change in operating assets and liabilities:
     Accounts receivable and unbilled service revenue               (1,567,000)        (1,517,000)
     Other assets and prepaid expenses                                  75,000             35,000
     Accounts payable and accrued expenses                            (539,000)          (194,000)
     Unearned service revenue                                          830,000          1,144,000
                                                                   ---------------    --------------

     Net cash (used) provided by operating activities                 (328,000)           142,000
                                                                   ---------------    --------------

INVESTING ACTIVITIES:
   Capital expenditures                                               (267,000)          (636,000)
   Other                                                                     0              3,000
                                                                   ---------------    --------------

     Net cash used by investing activities                            (267,000)          (633,000)
                                                                   ---------------    --------------

FINANCING ACTIVITIES:
   Repayments of long-term debt                                       (100,000)           (100,000)
   Net increase in credit line payable to bank                         242,000             653,000
                                                                   ---------------    --------------

     Net cash provided by financing activities                         142,000             553,000
                                                                   ---------------    --------------

NET (DECREASE) INCREASE IN CASH                                       (453,000)             62,000

CASH AT BEGINNING OF PERIOD                                            457,000              68,000
                                                                   ---------------    --------------

CASH AT END OF PERIOD                                           $        4,000     $       130,000
                                                                   ===============    ==============
</TABLE>


See accompanying notes to consolidated financial statements.



                                       4
<PAGE>



BASIS OF PRESENTATION
---------------------

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, 2000.

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

3)       The Company has  acknowledged  the SEC's recent release of SAB No. 101
         "Revenue Recognition in Financial  Statements".  This guidance will be
         adopted in the fourth  quarter of fiscal  2001 and is not  expected to
         have a material impact on the Company's financial position, results of
         operations, or cash flow.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
---------------------

         Gross revenue for the first six months of fiscal 2001 was $28.4 million
as compared to $22.6 million for the first six months of fiscal 2000.  This $5.8
million  increase  (25%)  was  due  primarily  to  increased   revenues  in  the
transportation, aviation, aerospace/defense, and commercial programs as a result
of current and prior year marketing efforts.

         Gross  revenue for the second  quarter of fiscal 2001 was $14.6 million
as compared to $11.4  million for the second  quarter of fiscal  2000.  Revenues
increased   in  five  of  the  six  programs   with  the   exception  of  public
infrastructure that showed no change.

         Subcontract  and other  direct  costs  were 32% and 28% of net  service
revenues for the first six months of fiscal  years 2001 and 2000,  respectively.
This increase in fiscal 2001 relates to the increase in gross revenues,  plus an
increase in  subconsultants  and  temporary  staffing  in the  aerospace/defense
program.  Subcontract  and other  direct  costs were 31% and 26% of net  service
revenues  for the second  quarter of fiscal  years 2001 and 2000,  respectively.
This increase for the second  quarter also  corresponds to the increase in gross
revenues and the increase in subconsultants  and temporary  staffing noted above
for the six month period.


                                       5
<PAGE>


         Net service  revenue  more  accurately  reflects  revenue for  services
performed by the Company.  Net service  revenue was $21.5  million for the first
six months of fiscal 2001  compared to $17.6 million for the first six months of
fiscal 2000.  This 22% increase  corresponds  to the increase in gross  revenues
offset  partially by the increase in direct costs. Net service revenue was $11.1
million for the second  quarter of fiscal  2001 as compared to $9.0  million for
the prior years quarter.  This 23% increase also  corresponds to the increase in
gross revenues offset by the increase in direct costs.

         Cost of services  represents  direct  labor costs  associated  with the
generation  of net service  revenues.  Cost of services,  as a percentage of net
service revenue,  remained consistent at 37% and 39%, respectively for the first
six months and the second  quarter of fiscal 2001 and 2000.  Gross profit,  as a
result,  also remained  consistent at 63% and 61% for the same periods of fiscal
2001 and 2000, respectively.

         Selling,  general and  administrative  (SG&A) expenses consist of labor
costs of production  personnel not utilized on projects (i.e.  indirect  labor),
labor costs of administrative and support personnel,  office rent, depreciation,
insurance,  and other  operating  expenses.  SG&A  expenses  increased  to $12.6
million in the first six months of fiscal  2001 from $10.3  million in the first
six months of fiscal 2000.  This 22% increase was due  primarily to increases in
personnel  and  associated  costs.  The number of employees  increased to 510 at
September  30, 2000 from 450 at September  30, 1999 as a result of the increased
workload.  Other  increases  in  SG&A  expenses  were  experienced  in  cost  of
technology  equipment,  recruiting costs,  office rent, and insurance  premiums.
Also, as a result of the Company"s  increased  earnings for the first six months
of fiscal 2001,  incentive  compensation  increased from the first six months of
fiscal 2000.

         SG&A  expenses  increased  to $6.5  million  for the second  quarter of
fiscal  2001 from $5.3  million for the second  quarter  fiscal  2000.  This 22%
increase  relates to the reasons  set forth  above for the six month  period for
fiscal years 2001 and 2000.

         Net income  was  $417,000  for the first six  months of fiscal  2001 as
compared to  $242,000  for the first six months of fiscal  2000.  Net income was
$262,000  for the second  quarter of fiscal 2001 as compared to $129,000 for the
same period of fiscal 2000.  These increases are primarily a result of increased
net service revenues.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         As of  September  30, 2000 the Company had cash of $4,000.  The Company
renegotiated  its lending  arrangements  as of July, 2000 and now has in place a
$3.0 million line of credit.  There was $2.8 million in borrowings  available on
the line of credit at September 30, 2000.


                                       6
<PAGE>


         Operations for the first six months of fiscal year 2001 generated a
need for cash due  primarily to increases  in accounts  receivable  and unbilled
service revenue.  Combined days outstanding for accounts receivable and unbilled
service  revenue  were 85 days  and 94 days at  September  30,  2000  and  1999,
respectively.


         The Company believes that its existing  financial  resources,  together
with its cash flow from  operations  and its unused  bank line of  credit,  will
provide  sufficient  capital  to fund  its  operations  for  fiscal  2001.  This
statement  is based on  information  that is  currently  available,  however,  a
variety of factors could cause actual results to differ materially from expected
results.

Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Market risk exposures to the Company are not material.



                                       7
<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

(a)               Exhibit 27 - Financial  Data Schedule.  This schedule  reports
                  certain  financial  data in electronic  format for  Electronic
                  Data  Gathering  and Retrieval  (EDGAR)  purposes  only.  This
                  exhibit is not included in copies  distributed to shareholders
                  and others.

(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, this report
has been  signed  below by the  following  on  behalf of the  Registrant  in the
capacities indicated.

Reynolds, Smith and Hills, Inc.

Dated:  November 9, 2000



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


/s/ Kenneth R. Jacobson                     Chief Financial Officer, Executive
------------------------------------        Vice President, and General Counsel
Kenneth R. Jacobson                         (Principal Financial and
                                            Accounting Officer)

                                       8
<PAGE>


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