STV GROUP INC
10-Q, 1996-05-14
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 MARCH 31, 1996                      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,  1996,  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, 1996     September 30, 1995
<S>                                                            <C>                        <C>   
ASSETS
Current Assets
  Cash                                                                       $1,016,000            $668,000
  Accounts Receivable                                                        20,905,000          21,758,000
  Costs and Estimated Profits of Uncompleted
   Contracts in Excess of Related Billings                                   13,786,000          12,976,000
  Income Taxes Recoverable                                                      432,000             486,000
  Deferred tax benefit                                                          303,000             344,000
  Other Current Assets                                                        1,053,000           2,059,000
                                                                              ---------           ---------

  Total Current Assets                                                       37,495,000          38,291,000

Property and Equipment                                                       12,065,000          12,068,000

  Less Accumulated Depreciation                                              10,621,000          10,185,000
                                                                             ----------          ----------

    Net Property and Equipment                                                1,444,000           1,883,000

Deferred Tax Benefit                                                            847,000             847,000

Other Assets                                                                    557,000             605,000
                                                                                -------             -------

      TOTAL                                                                 $40,343,000         $41,626,000
                                                                            ===========         ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
    Notes and Accounts Payable                                              $17,196,000         $19,845,000
    Accrued Wages and Expenses                                                7,703,000           6,532,000
    Billings on Uncompleted Contracts in Excess of
      Related Costs                                                           3,604,000           3,344,000
                                                                              ---------           ---------

      Total Current Liabilities                                              28,503,000          29,721,000

  Long-Term Debt                                                              1,919,000           2,033,000

  Stockholders' Equity
    Preferred Stock                                                                   0                   0
    Common Stock                                                              1,921,000           1,921,000
    Capital Surplus                                                           3,003,000           3,003,000
    Retained Earnings                                                         5,393,000           5,219,000
                                                                              ---------           ---------
      Total                                                                  10,317,000          10,143,000
        Less:  Treasury Stock                                                   271,000             271,000
                  Loans Receivable from Officers                                125,000                   0
                                                                                -------                   -

      Total Stockholders' Equity                                              9,921,000           9,872,000

      TOTAL                                                                 $40,343,000         $41,626,000
                                                                            ===========         ===========

</TABLE>


<PAGE>


             STV GROUP, INC., AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CASH FLOWS

                         UNAUDITED
<TABLE>
<CAPTION>

                                                                      SIX MONTHS ENDED
                                                                          March 31
                                                                  1996            1995
<S>                                                       <C>                <C> 
Operating Activities
  Net Income                                                     $174,000        $256,000
  Adjustments to reconcile net income to
    net cash provided by operating activities
      Depreciation and Amortization                               549,000         440,000
      Deferred Tax Benefit                                              0               0
      Other                                                      (151,000)        201,000
      Stock contribution to Employee Stock
        Ownership Program (ESOP)                                        0         400,000
  Changes in Operating assets and liabilities
      Accounts Receivable                                         853,000       3,803,000
      Costs of uncompleted contracts in
        excess of billings and prepaid expenses                   (11,000)        680,000
      Accounts Payable and accrued expenses                     1,578,000      (2,393,000)
      Billing in excess of related costs                          260,000          78,000
      Current Income Taxes                                        302,000         (36,000)
                                                                  -------         ------- 
Net Cash provided by operating activities                      $3,554,000      $3,429,000

Investing Activities
  Purchase of Property and Equipment                              (62,000)       (396,000)
  Purchase of Software                                             (1,000)       (138,000)
  Decrease (Increase) in other assets                               2,000          62,000
                                                                    -----          ------
    Net Cash provided (used) by investing activities             ($61,000)      ($472,000)

Financing Activities
  Proceeds from line of credit and long term
    borrowings                                                 40,350,000      43,505,000
  Principal payments on line of credit and long
    term borrowings                                           (43,495,000)    (46,125,000)
                                                              -----------     ----------- 
    Net Cash (used) provided by financing
      activities                                              ($3,145,000)    ($2,620,000)

  Increase (decrease) in cash and equivalents                     348,000         337,000
  Cash and equivalents at beginning of year                       668,000         640,000
                                                                  -------         -------
    Cash and equivalents at end of period                      $1,016,000        $977,000
                                                               ==========        ========

</TABLE>


<PAGE>


             STV GROUP, INC., AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF INCOME

                         UNAUDITED
<TABLE>
<CAPTION>

                                                                   THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                         March 31                     March 31
                                                                 1996            1995            1996              1995
<S>                                                      <C>              <C>               <C>              <C>
Revenue

  Total Revenue                                              $23,502,000       $21,092,000     $46,485,000       $43,909,000
    Less Subcontract and Procurement Costs                     5,714,000         3,573,000      10,693,000         9,037,000
                                                               ---------         ---------      ----------         ---------

  Operating Revenue                                          $17,788,000       $17,519,000     $35,792,000       $34,872,000

Costs and Expenses

  Costs of Services and Sales                                 16,007,000        15,648,000      32,128,000        31,116,000
  General and Administrative                                   1,225,000         1,178,000       2,430,000         2,331,000
  Interest in Joint Venture                                      (22,000)           97,000         (26,000)          201,000
  Interest                                                       383,000           368,000         811,000           751,000
                                                                 -------           -------         -------           -------

Total Costs and Expenses                                      17,593,000        17,291,000      35,343,000        34,399,000

Income Before Income Taxes                                       195,000           228,000         449,000           473,000

Income Taxes                                                     124,000           133,000 *       275,000           276,000 *
                                                                 -------           -------         -------           -------  

Net Income                                                       $71,000           $95,000 *      $174,000          $197,000 *
                                                                 =======           =======        ========          ========  

Earnings per share:                                                $0.04             $0.05 *         $0.10             $0.10 *

Weighted Average Common Shares and
  Equivalents                                                   1,868,225         1,821,246       1,859,910        1,801,746


</TABLE>
*Income taxes,  net income and earnings per share for the two quarters of fiscal
year  1995  have  been  restated  from  the  amounts  previously  reported.  The
restatements  reflect a correction in the effective annual income tax rate which
has been  applied to the  respective  fiscal year  quarters.  The effects of the
restatements were reductions to net income of $30,000, $29,000 or $.02, $.02 per
share in the quarters ended December 31, 1994 and March 31, 1995, respectively.




<PAGE>


               Notes to Consolidated Condensed Financial Statement

                                 March 31, 1996

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, 1996 due in part to  increased  reliance on  estimates at interim
dates.




<PAGE>


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

Total  revenues for the quarter  ended March 31, 1996 (second  quarter of fiscal
1996)  increased  11.4% as  compared  to the second  quarter of fiscal  1995 and
increased 2.3% as compared to the previous  quarter.  Operating  revenues (total
revenues  excluding  pass through  costs) for the second  quarter of fiscal 1996
increased  1.5% as compared to the second  quarter of fiscal 1995 and  decreased
1.2% as compared to the previous quarter.  The second quarter of fiscal 1996 was
negatively  impacted by the severe  weather  experienced  in the Northeast  U.S.
which reduced the amount of productive time available for projects.

Pass through costs,  expressed as a percentage of total  revenues,  increased to
24.3%  compared  to 16.9% in the first  quarter of fiscal  1995 and 21.7% 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, increased to
90.0% for the second quarter of fiscal 1996 from 89.3% for the second quarter of
fiscal 1995 and 89.5% for the first quarter of fiscal 1996.  The increase in the
percentage  is  primarily  due to the  increase  in  non-productive  labor  as a
component of revenue due to the severe weather in the Northeast.

General and  administrative  expense,  expressed  as a  percentage  of operating
revenue,  increased  slightly to 6.9% in the second  quarter of fiscal 1996 from
6.7% in the second quarter of fiscal 1995 and the previous quarter. The increase
is caused by higher legal and accounting costs.

The interest in an architectural joint venture changed from a loss of $97,000 in
the second  quarter of fiscal 1995 to a profit of $22,000 in the second  quarter
of fiscal 1996. This is an increase over the $4,000 profit reported in the first
quarter of fiscal  1996.  The Company  has chosen to  wind-down  and  eventually
terminate the joint venture.

Interest, expressed as a percentage of operating revenues, increased slightly to
2.2% in the second quarter of fiscal 1996 compared to 2.1% in the second quarter
of fiscal 1995 but is down from the 2.4% incurred in the previous  quarter.  The
decrease from the previous quarter was due to decreased borrowings.

<PAGE>


Income tax  expense  for the second  quarter of fiscal 1996 was 63.5% of pre-tax
income  compared to a restated  58.3% of pre-tax income for the same period last
year.

Earnings  per common  share for the second  quarter of fiscal  1996 were 4 cents
based on  1,868,225  shares  outstanding  compared  to 5 cents in fiscal 1995 on
1,821,246 shares outstanding.

Financial Condition

Working  capital  increased to  $8,992,000  from the  $8,787,000 in the previous
quarter. Capital resources available to the Company included 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 $4.3
million is  available.  The  Company  believes  the  existing  line of credit is
adequate to meet the needs of the Company.

The Company's backlog is approximately $110,700,000.



<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 14, 1996                                    By:  /s/ Michael Haratunian
- ----------------                                       ----------------------
      Date                                               Michael Haratunian
                                               Chairman, Chief Executive Officer






  May 14, 1996                                    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, INCORPORATED
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       1,016,000
<SECURITIES>                                   136,000
<RECEIVABLES>                               21,085,000
<ALLOWANCES>                                   180,000
<INVENTORY>                                 13,786,000
<CURRENT-ASSETS>                            37,495,000
<PP&E>                                      12,065,000
<DEPRECIATION>                              10,621,000
<TOTAL-ASSETS>                              40,343,000
<CURRENT-LIABILITIES>                       28,503,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     1,921,000
<OTHER-SE>                                   8,000,000
<TOTAL-LIABILITY-AND-EQUITY>                40,343,000
<SALES>                                     46,485,000
<TOTAL-REVENUES>                            46,485,000
<CGS>                                       32,128,000
<TOTAL-COSTS>                               34,558,000
<OTHER-EXPENSES>                              (26,000)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             811,000
<INCOME-PRETAX>                                449,000
<INCOME-TAX>                                   275,000
<INCOME-CONTINUING>                            174,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   174,000
<EPS-PRIMARY>                                      .10
<EPS-DILUTED>                                        0
        

</TABLE>


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