STV GROUP INC
10-Q, 1995-08-14
ENGINEERING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED JUNE 30, 1995                      COMMISSION FILE NO. 0-3415

                               STV GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)


     Pennsylvania                                            23-1698231
(State or other jurisdiction of                (I.R.S. Employer Identification)
 incorporation or organization)


11 Robinson Street, Pottstown, Pennsylvania                     19464
(Address of principal executive offices)                     (Zip Code)


                         (610) 326-4600
(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(g) of the Act:


                                      Common Stock $1.00 par value
                                (Title of class)


As of June  30,  1995,  there  were  1,821,246  shares  of  common  stock of the
registrant outstanding.

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 twelve 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



<PAGE>


                    PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                  STV GROUP, INC., AND SUBSIDIARIES

                CONSOLIDATED CONDENSED BALANCE SHEETS

                              UNAUDITED
<TABLE>
<CAPTION>

                                                                           June 30, 1995     September 30, 1994
<S>                                                                <C>                     <C>
ASSETS
Current Assets
  Cash                                                                       $1,397,000            $640,000
  Accounts Receivable less allowance for doubtful
    accounts of $320,000 in 1995 and $50,000 in 1994                         19,738,000          24,413,000
  Costs and Estimated Profits of Uncompleted
  Contracts in Excess of Related Billings                                    13,254,000          13,045,000
  Income Taxes Recoverable                                                      438,000             522,000
  Deferred tax benefit                                                          828,000             360,000
  Other Current Assets                                                        1,119,000           1,434,000

  Total Current Assets                                                       36,774,000          40,414,000
                                                                             ----------          ----------

Property and Equipment                                                       11,800,000          11,374,000

  Less Accumulated Depreciation                                               9,911,000           9,282,000
                                                                              ---------           ---------
    Net Property and Equipment                                                1,889,000           2,092,000

Deferred Tax Benefit                                                            430,000             430,000

Other Assets                                                                  1,015,000           1,024,000
                                                                              ---------           ---------

      TOTAL                                                                 $40,108,000         $43,960,000
                                                                            ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
    Notes and Accounts Payable                                              $17,897,000         $22,369,000
    Accrued Wages and Expenses                                                6,696,000           6,774,000
    Billings on Uncompleted Contracts in Excess of
      Related Costs                                                           3,486,000           3,800,000
                                                                              ---------           ---------

      Total Current Liabilities                                              28,079,000          32,943,000

  Long-Term Debt                                                              2,193,000           1,939,000

  Stockholders' Equity
    Preferred Stock                                                                   0                   0
    Common Stock                                                              1,921,000           1,843,000
    Capital Surplus                                                           3,003,000           2,681,000
    Retained Earnings                                                         5,183,000           4,825,000
                                                                              ---------           ---------
      Total                                                                  10,107,000           9,349,000
        Less:  Treasury Stock                                                   271,000             271,000
                                                                                -------             -------

      Total Stockholders' Equity                                              9,836,000           9,078,000

      TOTAL                                                                 $40,108,000         $43,960,000
                                                                            ===========         ===========

</TABLE>


<PAGE>


                 STV GROUP, INC., AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS

                             UNAUDITED
<TABLE>
<CAPTION>

                                                                            NINE MONTHS ENDED
                                                                                 June 30
                                                                          1995             1994
<S>                                                                 <C>              <C>

Operating Activities
  Net Income                                                             $358,000        $541,000
  Adjustments to reconcile net income to
    net cash provided by operating activities
      Depreciation and Amortization                                       684,000         580,000
      Deferred Tax Benefit                                                      0          65,000
      Other                                                               255,000        (332,000)
      Stock contribution to Employee Stock
        Ownership Program (ESOP)                                          400,000               0
  Changes in Operating assets and liabilities
      Accounts Receivable                                               4,674,000        (944,000)
      Costs of uncompleted contracts in
        excess of billings and prepaid expenses                           106,000        (491,000)
      Accounts Payable and accrued expenses                            (2,183,000)      1,402,000
      Billing in excess of related costs                                 (314,000)        568,000
      Current Income Taxes                                               (384,000)        234,000
                                                                         --------         -------
Net Cash provided by operating activities                              $3,596,000      $1,623,000

Investing Activities
  Purchase of Property and Equipment                                     (426,000)       (724,000)
  Purchase of Software                                                   (144,000)        (31,000)
  Decrease (Increase) in other assets                                      44,000         (30,000)
                                                                           ------         ------- 
    Net Cash provided (used) by investing activities                    ($526,000)      ($785,000)

Financing Activities
  Proceeds from line of credit and long term
    borrowings                                                         64,837,000      59,555,000
  Principal payments on line of credit and long
    term borrowings                                                   (67,150,000)    (59,803,000)
                                                                      -----------     ----------- 
    Net Cash (used) provided by financing
      activities                                                      ($2,313,000)      ($248,000)

  Increase (decrease) in cash and equivalents                             757,000         590,000
  Cash and equivalents at beginning of year                               640,000         818,000
                                                                          -------         -------
    Cash and equivalents at end of period                              $1,397,000      $1,408,000
                                                                       ==========      ==========
</TABLE>



<PAGE>


                STV GROUP, INC., AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF INCOME

                            UNAUDITED
<TABLE>
<CAPTION>

                                                                        THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                              June 30                         June 30
                                                                       1995            1994            1995            1994
<S>                                                         <C>                <C>              <C>             <C>

Revenue

  Total Revenue                                                    $23,187,000     $23,439,000      $67,097,000     $65,934,000
    Less Subcontract and Procurement Costs                           5,829,000       6,943,000       14,865,000      17,130,000
                                                                     ---------       ---------       ----------      ----------

  Operating Revenue                                                $17,358,000     $16,496,000      $52,232,000     $48,804,000

Costs and Expenses

  Costs of Services and Sales                                       15,523,000      14,853,000       46,642,000      44,030,000
  General and Administrative                                         1,202,000       1,072,000        3,533,000       3,196,000
  Interest in Joint Venture                                             54,000         (76,000)         255,000        (331,000)
  Interest                                                             389,000         361,000        1,140,000       1,025,000
                                                                       -------         -------        ---------       ---------

Total Costs and Expenses                                            17,168,000      16,210,000       51,570,000      47,920,000

Income Before Income Taxes                                             190,000         286,000          662,000         884,000

Income Taxes                                                            87,000         126,000          304,000         343,000
                                                                        ------         -------          -------         -------

Net Income                                                            $103,000        $160,000         $358,000        $541,000
                                                                      ========        ========         ========        ========

Earnings per share:                                                      $0.06           $0.09            $0.20           $0.31

Weighted Average Common Shares and
  Equivalents                                                         1,821,246       1,757,062       1,808,243       1,756,985

</TABLE>


<PAGE>


              Notes to Consolidated Condensed Financial Statement

                                 June 30, 1995


1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance  with the  instruction  to Form 10-Q and therefore do not
include all  information  and  footnotes  necessary for a fair  presentation  of
financial  position,  results of operations,  and cash flows in conformity  with
generally accepted accounting principles.

It should be understood  that the foregoing  interim results are not necessarily
indicative  of the  results  of  operations  for the  full  fiscal  year  ending
September  30, 1995 due in part to  increased  reliance on  estimates at interim
dates.

2 - ACCOUNTING CHANGES

Effective October 1, 1994, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 112, "Employers'  Accounting for Postemployment  Benefits,"
in accounting  for  disability  benefits.  Prior to October 1, 1994, the Company
recognized the cost of providing  these benefits on a cash basis.  Under the new
method of accounting,  the Company accrues the benefits when it becomes probable
that such benefits will be paid and when sufficient  information  exists to make
reasonable  estimates of the amounts to be paid. This  accounting  change had no
material effect on net income or net worth. As required by the Statement,  prior
year  financial  statements  have not been  restated  to  reflect  the change in
accounting method.

Effective October 1, 1993, the Company adopted Statement of Financial Accounting
Standards  (SFAS) No.  109,  "Accounting  for Income  Taxes," and  Statement  of
Financial  Accounting  Standards  (SFAS) No.  106,  "Employers'  Accounting  for
Postretirement  Benefits Other Than Pensions." These accounting  changes did not
have a material  effect on net income or net worth.  Certain  prior year amounts
have been  reclassified  to conform to the  presentation  in the Company's  1994
Annual Report on Form 10-K. These reclassifications had no effect on the results
of operations or no overall financial position.



<PAGE>


Item 2.  Management Discussion and Analysis of the Results of Operation

Total  revenues for the quarter ended June 30, 1995 (third  quarter fiscal 1995)
decreased  1.1% as  compared to the third  quarter of fiscal 1994 and  increased
9.9% as compared to the previous  quarter.  Operating  revenues  (total revenues
excluding pass-through costs) increased 5.2% as compared to the third quarter of
fiscal 1994 and decreased .9% as compared to the previous quarter.

Pass-through  costs,  expressed as a percentage of total revenues,  decreased to
25.1% as  compared to 29.6% in the third  quarter of fiscal  1994 and  increased
from 16.9% in the previous  quarter.  Pass-through  costs will vary depending on
the need for specialty subconsultants and governmental subcontract requirements.

Cost of services,  expressed as a percentage of operating revenues, decreased to
89.4% for the third  quarter of fiscal  1995 from 90.1% in the third  quarter of
fiscal  1994 and are  comparable  to the  89.3%  in the  previous  quarter.  The
decrease in the percentage  from the third quarter fiscal 1995 was due mainly to
the increase in revenue. As a dollar amount, cost of services increased $670,000
in the third  quarter of fiscal  1995.  This  increase was  primarily  due to an
increase in costs to support the increased sales.

General and  administrative  expense,  expressed  as a  percentage  of operating
revenues, increased to 6.9% in the third quarter of fiscal 1995 from 6.5% in the
third  quarter of fiscal  1994 and was  comparable  to the 6.7% in the  previous
quarter.  The  increase  from the third  quarter  of  fiscal  1994 was due to an
increase in salaries and insurance costs.

The interest in an architectural joint venture changed from a loss of $76,000 in
the third  quarter of fiscal 1994 to a profit of $54,000 in the third quarter of
fiscal 1995.  The Company has chosen to wind-down and  eventually  terminate the
joint venture. The Company expects the joint venture to break-even at the end of
the wind-down phase.

Interest, expressed as a percentage of operating revenues, is 2.2% for the third
quarter of fiscal 1995 which is  comparable  to the 2.2% of the third quarter of
fiscal 1994 and the 2.1% of the previous quarter.  As a dollar amount,  interest
increased  $28,000 in the third  quarter of fiscal  1995  compared  to the third
quarter of fiscal 1994 due to the increase in the interest rate.

<PAGE>


Income tax  expense  for the third  quarter of fiscal  1995 was 45.8% of pre-tax
income compared to 44.1% in the third quarter of fiscal 1994.

Earnings  per common  share for the third  quarter  of fiscal  1995 were 6 cents
based on 1,821,246 shares outstanding which is comparable to the 9 cents for the
third quarter of fiscal 1994 based on 1,757,062 shares outstanding.

Financial Condition
Working  capital  increased to  $8,695,000  from the  $8,461,000 in the previous
quarter.  Capital resources available to the Company include an existing line of
credit for  working  capital.  The current  limit is a maximum of $16.5  million
based on accounts  receivable and  work-in-progress  of which approximately $3.8
million is currently available. The Company believes the existing line of credit
is adequate to meet the financial needs of the Company.  The Company is planning
to continue  its program of  purchasing  computer-assisted  design and  drafting
equipment.

The Company's backlog remains strong at approximately $122 million.



<PAGE>


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.







STV GROUP, INCORPORATED
         (Registrant)




   August 11, 1995                          By:  /s/ Michael Haratunian
----------------------                           ----------------------
Date                                               Michael Haratunian
                                             Chairman, Chief Executive Officer






   August 11, 1995                          By:  /s/ Peter W. Knipe
-----------------------                          ------------------
Date                                                Peter W. Knipe
                                                 Secretary/Treasurer



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
READ THE ENTIRE FORM 10-Q FOR FULL FINANCIAL PICTURE.
</LEGEND>
<CIK> 0000095045
<NAME> STV GROUP
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                       1,397,000
<SECURITIES>                                   186,000
<RECEIVABLES>                               20,058,000
<ALLOWANCES>                                   320,000
<INVENTORY>                                 13,254,000
<CURRENT-ASSETS>                            36,774,000
<PP&E>                                      11,800,000
<DEPRECIATION>                               9,911,000
<TOTAL-ASSETS>                              40,108,000
<CURRENT-LIABILITIES>                       28,079,000
<BONDS>                                              0
<COMMON>                                     1,921,000
                                0
                                          0
<OTHER-SE>                                   8,186,000
<TOTAL-LIABILITY-AND-EQUITY>                40,108,000
<SALES>                                     67,097,000
<TOTAL-REVENUES>                            67,097,000
<CGS>                                       46,642,000
<TOTAL-COSTS>                               51,570,000
<OTHER-EXPENSES>                               255,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           1,140,000
<INCOME-PRETAX>                                662,000
<INCOME-TAX>                                   304,000
<INCOME-CONTINUING>                            358,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   358,000
<EPS-PRIMARY>                                     0.20
<EPS-DILUTED>                                        0
        

</TABLE>


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