STV GROUP INC
10-Q, 1995-05-10
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 MARCH 31, 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 March 31,  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>

                                                                                 March 31, 1995      September 30,1994

<S>                                                                       <C>                     <C>
ASSETS
Current Assets
  Cash                                                                               $977,000            $640,000
  Accounts Receivable less allowance for doubtful
    accounts of $230,000 in 1995 and $50,000 in 1994                               20,610,000          24,413,000
  Costs and Estimated Profits of Uncompleted
  Contracts in Excess of Related Billings                                          13,066,000          13,045,000
  Income Taxes Recoverable                                                            438,000             522,000
  Deferred tax benefit                                                                480,000             360,000
  Other Current Assets                                                                733,000           1,434,000
                                                                                      -------           ---------

  Total Current Assets                                                             36,304,000          40,414,000

Property and Equipment                                                             11,770,000          11,374,000

  Less Accumulated Depreciation                                                     9,693,000           9,282,000
                                                                                    ---------           ---------

    Net Property and Equipment                                                      2,077,000           2,092,000

Deferred Tax Benefit                                                                  430,000             430,000

Other Assets                                                                        1,016,000           1,024,000
                                                                                    ---------           ---------

      TOTAL                                                                       $39,827,000         $43,960,000
                                                                                  ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
    Notes and Accounts Payable                                                    $17,116,000         $22,369,000
    Accrued Wages and Expenses                                                      6,849,000           6,774,000
    Billings on Uncompleted Contracts in Excess of
      Related Costs                                                                 3,878,000           3,800,000
                                                                                    ---------           ---------

      Total Current Liabilities                                                    27,843,000          32,943,000

  Long-Term Debt                                                                    2,250,000           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                                                               5,081,000           4,825,000
                                                                                    ---------           ---------

      Total                                                                        10,005,000           9,349,000
        Less:  Treasury Stock                                                         271,000             271,000
                                                                                      -------             -------

      Total Stockholders' Equity                                                    9,734,000           9,078,000

      TOTAL                                                                       $39,827,000         $43,960,000
                                                                                  ===========         ===========
</TABLE>



<PAGE>


                STV GROUP, INC., AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF CASH FLOWS

                            UNAUDITED
<TABLE>
<CAPTION>

                                                                         SIX MONTHS ENDED
                                                                             March 31
                                                                        1995            1994
<S>                                                            <C>               <C>  

Operating Activities
  Net Income                                                           $256,000        $381,000
  Adjustments to reconcile net income to
    net cash provided by operating activities
      Depreciation and Amortization                                     440,000         360,000
      Deferred Tax Benefit                                                    0         247,000
      Other                                                             201,000        (256,000)
      Stock contribution to Employee Stock
        Ownership Program (ESOP)                                        400,000               0
  Changes in Operating assets and liabilities
      Accounts Receivable                                             3,803,000        (664,000)
      Costs of uncompleted contracts in
        excess of billings and prepaid expenses                         680,000         898,000
      Accounts Payable and accrued expenses                          (2,393,000)      1,466,000
      Billing in excess of related costs                                 78,000        (224,000)
      Current Income Taxes                                              (36,000)        134,000
                                                                        -------         -------
Net Cash provided by operating activities                            $3,429,000      $2,342,000

Investing Activities
  Purchase of Property and Equipment                                   (396,000)       (337,000)
  Purchase of Software                                                 (138,000)         (9,000)
  Decrease (Increase) in other assets                                    62,000          (1,000)
                                                                         ------          ------ 
    Net Cash provided (used) by investing activities                  ($472,000)      ($347,000)

Financing Activities
  Proceeds from line of credit and long term
    borrowings                                                       43,505,000      37,201,000
  Principal payments on line of credit and long
    term borrowings                                                 (46,125,000)    (38,867,000)
                                                                    -----------     ----------- 
    Net Cash (used) provided by financing
      activities                                                    ($2,620,000)    ($1,666,000)

  Increase (decrease) in cash and equivalents                           337,000         329,000
  Cash and equivalents at beginning of year                             640,000         818,000
                                                                        -------         -------
    Cash and equivalents at end of period                              $977,000      $1,147,000
                                                                       ========      ==========
</TABLE>



<PAGE>


   STV GROUP, INC., AND SUBSIDIARIES

   CONSOLIDATED STATEMENTS OF INCOME

               UNAUDITED
<TABLE>
<CAPTION>

                                                 THREE MONTHS ENDED             SIX MONTHS ENDED
                                                     March 31                        March 31
                                                 1995            1994            1995            1994
<S>                                       <C>            <C>              <C>            <C>    

Revenue

  Total Revenue                              $21,092,000     $20,687,000     $43,909,000     $42,494,000
    Less Subcontract and Procurement Costs     3,573,000       4,759,000       9,037,000      10,186,000
                                               ---------       ---------       ---------      ----------

  Operating Revenue                          $17,519,000     $15,928,000     $34,872,000     $32,308,000

Costs and Expenses

  Costs of Services and Sales                 15,648,000      14,575,000      31,116,000      29,179,000
  General and Administrative                   1,178,000         891,000       2,331,000       2,123,000
  Interest in Joint Venture                       97,000        (122,000)        201,000        (256,000)
  Interest                                       368,000         327,000         751,000         663,000
                                                 -------         -------         -------         -------

Total Costs and Expenses                      17,291,000      15,671,000      34,399,000      31,709,000

Income Before Income Taxes                       228,000         257,000         473,000         599,000

Income Taxes                                     104,000         113,000         217,000         218,000
                                                 -------         -------         -------         -------

Net Income                                      $124,000        $144,000        $256,000        $381,000
                                                ========        ========        ========        ========

Earnings per share:                                $0.07           $0.08           $0.14           $0.22

Weighted Average Common Shares and
  Equivalents                                  1,821,246       1,762,868       1,801,746       1,756,946
</TABLE>



<PAGE>


              Notes to Consolidated Condensed Financial Statement

                                 March 31, 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 March 31, 1995 (second quarter fiscal 1995)
increased  1.9% as compared to the second  quarter of fiscal 1994 and  decreased
7.6% as compared to the previous  quarter.  Operating  revenues  (total revenues
excluding  pass-through costs) increased 10.0% as compared to the second quarter
of fiscal  1994 and  increased  1.0% as compared to the  previous  quarter.  The
increase  in  revenues   reflects  a   continued   demand  for   transportation,
infrastructure and facilities engineering.

Pass-through costs, expressed as a percentage of total revenues, decreased 16.9%
as  compared  to 23.0% in the second  quarter of 1994 and 23.9% 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
89.3% for the second  quarter of fiscal 1995 from 91.5% in the second quarter of
fiscal 1994 and is comparable to the 89.1% in the previous quarter. The decrease
in the percentage  from the second quarter of 1994 to the second quarter of 1995
was due mainly to the increase in revenues. As a dollar amount, cost of services
increased  $1,073,000  in the second  quarter of fiscal 1995.  This increase was
primarily due to an increase in labor and labor related  expenses in response to
increased demand.

General and  administrative  expense,  expressed  as a  percentage  of operating
revenues,  increased  to 6.7% in the second  quarter of fiscal 1995 from 5.6% in
the second quarter of fiscal 1994 and was comparable to the 6.6% in the previous
quarter.  The  increase  from the second  quarter  of fiscal  1994 was due to an
increase in salaries and legal and accounting fees.

The interest in an  architectural  joint venture changed from a loss of $122,000
in the  second  quarter  of fiscal  1994 to a profit of  $83,000  in the  second
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 2.1% for the
second  quarter  of fiscal  1995 which is  comparable  to the 2.1% of the second
quarter of fiscal 1994 and the 2.2% of the previous quarter.  As a dollar amount
interest increased $41,000 in the


<PAGE>


second  quarter of fiscal 1995 compared to the second quarter of fiscal 1994 due
to an increase in the borrowing rate.

Income tax  expense  for the second  quarter of fiscal 1995 was 45.6% of pre-tax
income compared to 44.0% in the second quarter of fiscal 1994.

Earnings  per common  share for the second  quarter of fiscal 1995 were 7 cents,
based on 1,821,246  shares  outstanding,  which is comparable to the 8 cents for
the second quarter of fiscal 1994, based on 1,762,868 shares outstanding.

Financial Condition
Working  capital  increased to  $8,461,000  from the  $8,266,000 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 $3.5
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)




  May 9, 1995                           By:  /s/ Michael Haratunian
- ---------------                              ----------------------
Date                                         Michael Haratunian
                                             Chairman, Chief Executive Officer




  May 9, 1995                           By:  /s/ Peter W. Knipe
- ---------------                              -----------------------
Date                                         Peter W. Knipe
                                             Secretary/Treasurer



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
Read the entire Form 10Q for full financial picture.
</LEGEND>
<CIK> 0000095045
<NAME> STV GROUP, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                         977,000
<SECURITIES>                                   186,000
<RECEIVABLES>                               20,840,000
<ALLOWANCES>                                   230,000
<INVENTORY>                                 13,066,000
<CURRENT-ASSETS>                            36,304,000
<PP&E>                                      11,770,000
<DEPRECIATION>                               9,693,000
<TOTAL-ASSETS>                              39,827,000
<CURRENT-LIABILITIES>                       28,724,000
<BONDS>                                              0
<COMMON>                                     1,921,000
                                0
                                          0
<OTHER-SE>                                   8,084,000
<TOTAL-LIABILITY-AND-EQUITY>                39,827,000
<SALES>                                     43,909,000
<TOTAL-REVENUES>                            43,909,000
<CGS>                                       31,116,000
<TOTAL-COSTS>                               34,399,000
<OTHER-EXPENSES>                               201,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             751,000
<INCOME-PRETAX>                                473,000
<INCOME-TAX>                                   217,000
<INCOME-CONTINUING>                            256,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   256,000
<EPS-PRIMARY>                                     0.14
<EPS-DILUTED>                                        0
        

</TABLE>


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