-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VqzwIVD5Ib6zD1w+29T3lV8z/7rx1m3ju027ScKzzy7eG1fOojwbDqFkVyOeepfE Nr2TZiLwxOwS5b7RrUcaBA== 0000806388-97-000010.txt : 19970415 0000806388-97-000010.hdr.sgml : 19970415 ACCESSION NUMBER: 0000806388-97-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970228 FILED AS OF DATE: 19970414 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLS RESEARCH CORP /AL/ CENTRAL INDEX KEY: 0000806388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 630713665 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15295 FILM NUMBER: 97579859 BUSINESS ADDRESS: STREET 1: 4040 MEMORIAL PKWY SOUTH CITY: HUNTSVILLE STATE: AL ZIP: 35802 BUSINESS PHONE: 2058831140 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 _____________________ FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From _____________ To _____________ _____________________ Nichols Research Corporation Commission File Number 0-15295 (Exact name of registrant as specified in its charter) _____________________ DELAWARE 63-0713665 ---------------- -------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification no.) 4040 Memorial Parkway, South Huntsville, Alabama 35802-1326 (205) 883-1140 (Address, including zip code, of principal offices) _____________________ NO CHANGE (Former name, address and fiscal year if changed since last report) _____________________ 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. COMMON STOCK, $.01 PAR VALUE 11,684,854 SHARES OUTSTANDING ON February 28, 1997, _____________________ FORM 10-Q NICHOLS RESEARCH CORPORATION QUARTERLY REPORT FOR THE PERIOD ENDED FEBRUARY 28, 1997 INDEX Part I. FINANCIAL INFORMATION Item 1. Financial Statements Statements of Income for the Three Months and Six Months Ended February 28,1997 and February 29, 1996 (Unaudited) Balance Sheets as of February 28, 1997 and August 31, 1996 (Unaudited) Statements of Changes in Stockholders' Equity for the Six Months Ended February 28, 1997 and February 29, 1996 (Unaudited) Statements of Cash Flows for the Six Months Ended February 28, 1997 and February 29, 1996 (Unaudited) Notes to Financial Statements(Unaudited) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits and Reports on Form 8-K Signatures FORM 10-Q NICHOLS RESEARCH CORPORATION PART I - FINANCIAL INFORMATION Item 1 - Financial Statements CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
For the Three Months Ended For the Six Months Ended -------------------------- ---------------------------- February 28, February 29, February 28, February 29, 1997 1996 1997 1996 ------------------------------------------------------------ (amounts in thousands except share data) Revenues........................ $ 91,974 $ 49,003 $ 174,821 $ 98,033 Costs and expenses: Direct and allocable costs.... 81,871 41,351 154,519 83,022 General and administrative expenses.................... 5,726 4,559 11,528 8,980 ------------------------------------------------------------ Total costs and expenses.. 87,597 45,910 166,047 92,002 ------------------------------------------------------------ Operating profit................ 4,377 3,093 8,774 6,031 Other income (expense): Interest expense.............. (268) (88) (336) (127) Other income, principally interest.................... 221 215 483 487 Equity in earnings of unconsolidated affiliates... 143 - 280 - Minority interest in consolidated subsidiaries... (110) - (230) - ------------------------------------------------------------ Income before income taxes...... 4,363 3,220 8,971 6,391 Income taxes.................... 1,583 1,169 3,256 2,326 ------------------------------------------------------------ Net income...................... $ 2,780 $ 2,051 $ 5,715 $ 4,065 ============================================================ Earnings per common share....... $ .23 $ .20 $ .47 $ .41 ============================================================ Weighted average number of common and common equivalent shares.......................... 12,336,505 10,083,622 12,264,837 10,023,540 ============================================================
NOTE: The Company has not declared or paid dividends in any of the periods presented. All references to the number of shares and per share amounts have been restated to reflect the effect of a three-for-two stock split effective October 21, 1996. FORM 10-Q NICHOLS RESEARCH CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) February 28, August 31, 1997 1996 ------------------------------- (amounts in thousands) ASSETS Current assets: Cash and temporary cash investments......... $ 10,154 $ 21,419 Accounts receivable......................... 105,418 90,232 Deferred income taxes....................... 1,519 1,519 Other....................................... 4,261 2,384 Total current assets..................... 121,352 115,554 ------------------------------- Long-term investments.......................... 4,285 4,483 Property and equipment: Computers and related equipment............. 18,464 17,182 Furniture, equipment and improvements....... 7,680 6,915 Equipment - contracts....................... 5,771 5,771 ------------------------------- 31,915 29,868 Less accumulated depreciation.................. 16,605 14,721 ------------------------------- Net property and equipment................ 15,310 15,147 Goodwill (net of accumulated amortization)..... 20,366 21,004 Investment in affiliates....................... 8,191 4,099 Other assets................................... 2,654 1,677 ------------------------------- Total assets................................... $ 172,158 $ 161,964 =============================== NOTE: All references to the number of shares and per share amounts have been restated to reflect the effect of a three-for-two stock split effective October 21, 1996. FORM 10-Q NICHOLS RESEARCH CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) CONTINUED February 28, August 31, 1997 1996 ------------------------------- (amounts in thousands except per share data) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable.......................... $ 32,824 $ 31,032 Accrued compensation and benefits......... 10,296 9,037 Income taxes payable...................... - 238 Current maturities of long-term debt...... 762 764 Other..................................... 1,457 1,808 ------------------------------- Total current liabilities.................... 45,339 42,879 Deferred income taxes........................ 1,340 1,340 Long-term debt: Industrial development bonds.............. 1,557 1,777 Long-term notes........................... 2,691 3,007 ------------------------------- Total long-term debt.................... 4,248 4,784 Minority interest in consolidated subsidiaries............................... 315 - Stockholders' equity: Common stock, par value $.01 per share Authorized - 20,000,000 shares Issued - 11,853,354 and 11,651,018 shares,respectively................... 119 117 Additional paid-in capital................ 61,309 59,071 Retained earnings......................... 60,776 55,061 Less cost of treasury stock - 168,500 shares................................... (1,288) (1,288) ------------------------------- Total stockholders' equity............. 120,916 112,961 ------------------------------- Total liabilities and stockholders' equity... $ 172,158 $ 161,964 =============================== NOTE: All references to the number of shares and per share amounts have been restated to reflect the effect of a three-for-two stock split effective October 21, 1996. FORM 10-Q NICHOLS RESEARCH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
Additional Total Common Stock Paid-In Retained Treasury Stockholders' Shares Amount Capital Earnings Stock Equity ----------------------------------------------------------------------------- (amounts in thousands except share data) For the Six Months Ended February 28, 1997 ------------------------------------------ Balance, August 31, 1995.... 11,651,018 $ 117 $ 59,071 $ 55,061 $ (1,288) $ 112,961 Exercise of stock options... 167,594 2 1,504 - - 1,506 Employee stock purchases.... 34,742 - 734 - - 734 Net Income.................. - - - 5,715 - 5,715 ----------------------------------------------------------------------------- Balance, February 28, 1997.. 11,853,354 $ 119 $ 61,309 $ 60,776 $ (1,288) $ 120,916 ============================================================================= For Six Months Ended February 29, 1996 -------------------------------------------- Balance, August 31, 1995.... 9,658,841 $ 97 $ 24,225 $ 45,669 $ (2,143) $ 67,848 Exercise of stock options... 187,952 2 1,127 - - 1,129 Employee stock purchases.... 32,628 - 431 - - 431 Net income.................. - - - 4,065 - 4,065 ----------------------------------------------------------------------------- Balance, February 29, 1996.. 9,879,420 $ 99 $ 25,783 $ 49,734 $ (2,143) $ 73,473 =============================================================================
NOTE: All references to the number of shares and per share amounts have been restated to reflect the effect of a three-for- two stock split effective October 21, 1996. FORM 10-Q NICHOLS RESEARCH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended February 28, February 29, 1997 1996 ------------------------------- (amounts in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income................................... $ 5,715 $ 4,065 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization............. 2,835 2,059 Equity in earnings of unconsolidated affiliates................................ (280) - Minority interest......................... 315 - Changes in assets and liabilities net of effects of acquisitions: Accounts receivable....................... (15,386) 4,643 Other assets.............................. (2,664) (597) Accounts payable.......................... 1,792 (6,240) Accrued compensation and benefits......... 1,259 306 Income taxes payable...................... (238) (969) Other current liabilities................. (351) 511 ------------------------------ Total adjustments......................... (12,718) (287) ------------------------------ Net cash provided (used) by operating activities........................... (7,003) 3,778 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment........... (2,047) (2,022) Payment for investment in affiliates......... (4,092) (1,031) Purchase of long-term investments............ (75) - Proceeds from the sale of long-term investments................................ 250 - ------------------------------ Net cash used by investing activities.. (5,964) (3,053) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock....... 2,240 1,560 Payments of long-term debt................... (538) (697) Proceeds from borrowings on line of credit... 15,000 - Payments of line of credit borrowings........ (15,000) - ------------------------------- Net cash provided by financing activities........................... 1,702 863 ------------------------------- FORM 10-Q NICHOLS RESEARCH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED) For the Six Months Ended February 28, February 29, 1997 1996 ------------------------------ (amounts in thousands) Net increase (decrease) in cash and temporary cash investments.......................... (11,265) 1,588 Cash and temporary cash investments at beginning of period....................... 21,419 17,196 ------------------------------ Cash and temporary cash investments at end of period................................. $ 10,154 $ 18,784 ============================== NON-CASH TRANSACTIONS: Adjustment to purchase price allocation...... $ 200 $ - FORM 10-Q NICHOLS RESEARCH CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) February 28, 1997 Note 1 - Basis of Presentation --------------------- The condensed consolidated financial statements (and all other information in this report) have not been examined by independent auditors, but in the opinion of the Company, all adjustments, consisting of the normal recurring accruals necessary for a fair presentation of the results for the period, have been made. The condensed consolidated financial statements include the accounts of Nichols Research Corporation and its majority-owned subsidiaries and joint ventures. All significant intercompany balances and transactions have been eliminated in consolidation. The Company's earnings in unconsolidated affiliates and joint ventures are accounted for using the equity method. Note 2 - Stock Split ----------- On October 9, 1996 the Board of Directors declared a three-for- two stock split which was paid to shareholders of record on October 21, 1996. The split was effected on November 4, 1996 by a stock dividend of one share for every two shares of common stock outstanding, with cash paid in lieu of fractional shares based on the stock value on record date. All references to the number of shares and per share amounts have been restated to reflect the effect of the split for all periods presented. Note 3 - New Pronouncements ------------------ The Company adopted Financial Accounting Standards Board Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, on September 1, 1996. The Company has reviewed long-lived assets and identifiable intangible assets used in operation of the business and concluded the assets are not impaired. If events or changes occur to indicate that an impairment does exist, an assessment of the need for an impairment write-down will be performed. Note 4 - Investment in Affiliate ----------------------- In February 1997, the Company acquired approximately 35 percent of the outstanding capital stock of Intertech Management Group, Inc. for approximately $4,025,000. Intertech Management Group, Inc. provides software and data processing services to the telecommunications industry. FORM 10-Q NICHOLS RESEARCH CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) Note 5 - Reclassification ---------------- Certain prior period amounts have been reclassified to conform with the current period's presentation. Note 6 - Subsequent Event -------------- On March 31, 1997 the Company extended its existing line of credit to June 30, 1997. FORM 10-Q NICHOLS RESEARCH CORPORATION Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - --------------------- The Company is a leading provider of technical and information technology (IT) services, including information processing, systems development and systems integration. The Company provides these services to a wide range of clients, including the DOD, other federal agencies, state and local governments, healthcare and insurance organizations, and commercial enterprises. The Company's business strategy consists of three key elements: (i) maintain the Company's leadership in technology; (ii) apply the Company's technology to create solutions for new clients; and (iii) make strategic acquisitions and form alliances to expand the business of the Company and gain industry knowledge. The Company's business and financial performance are subject to risks and uncertainties, including those discussed below. The Company is organized in four strategic business units, reflecting the particular market focus of each line of business. Nichols Federal provides technical services primarily to U.S. government defense agencies. Nichols InfoFed provides information and technology services to a variety of governmental agencies. Nichols InfoTec provides information and technology services to various commercial clients, other than healthcare or insurance industry clients. Nichols SELECT provides information services to clients in the healthcare and insurance industries. For the six months ended February 28, 1997, the percentage of total revenues attributable to the four business units were approximately 54% for Nichols Federal, 36% for Nichols InfoFed, 7% for Nichols InfoTec, and 3% for Nichols SELECT. Expansion through acquisitions is an important component of the Company's overall business strategy. The Company has successfully completed eight strategic acquisitions and alliances since September 1, 1994. The Company's continued ability to grow by acquisitions is dependent upon, and may be limited by, the availability of compatible acquisition candidates at reasonable prices, the Company's ability to fund or finance acquisitions on acceptable terms, and the Company's ability to maintain or enhance the profitability of any acquired business. FORM 10-Q NICHOLS RESEARCH CORPORATION As part of the Company's business strategy to enter new markets, the Company intends to pursue large systems integration contracts in both the government and commercial markets, although competition for such contracts is intense and many of the Company's competitors have greater resources than the Company. While such contracts are working capital intensive, requiring large equipment and software purchases to be funded by the Company before payment from the customer, the Company believes such contracts offer attractive revenue growth and margin expansion opportunities for the Company's range of technical expertise and capabilities. The Company's revenues and earnings may fluctuate from quarter to quarter based on such factors as the number, size and scope of projects in which the Company is engaged, the contractual terms and degree of completion of such projects, expenditures required by the Company in connection with such projects, any delays incurred in connection with such projects, employee utilization rates, the adequacy of provisions for losses, the accuracy of estimates of resources required to complete ongoing projects, and general economic conditions. Under certain contracts, the Company is required to purchase, integrate and deliver to the customer large computer processing systems and other equipment. Revenues are accrued as costs to deliver these systems are incurred, and as a result, quarterly revenues will be impacted by fluctuations related to significant system integration contracts which occur on a periodic basis depending on contract terms and modifications. The Company's services are provided primarily through three types of contracts: fixed-price, time-and-materials and cost- reimbursement contracts. Fixed-price contracts require the Company to perform services under a contract at a stipulated price. Time-and-materials contracts reimburse the Company for the number of labor hours expended at an established hourly rate negotiated in the contract, plus the cost of materials incurred. Under cost-reimbursement contracts, the Company is reimbursed for all actual costs incurred in performing the contract to the extent that such costs are within the contract funding levels and allowable under the terms of the contract, plus a fee or profit. The following tables set forth, for the periods indicated,the percentage which certain items in the consolidated statements of income bear to consolidated revenues, and the percentage change of such items for the periods indicated: FORM 10-Q NICHOLS RESEARCH CORPORATION
For the Three Months Ended For the Six Months Ended February 28, February 29, February 28, February 29, 1997 1996 1997 1996 ------------------------------------------------------------ Revenues........................ 100.0% 100.0% 100.0% 100.0% Cost and expenses: Direct and allocable contract costs........................ 89.0 84.4 88.4 84.7 General and administrative expenses..................... 6.2 9.3 6.6 9.2 ------------------------------------------------------------ Total cost and expenses... 95.2 93.7 95.0 93.9 Operating profit................ 4.8 6.3 5.0 6.1 Other income (expense).......... (.1) .3 .1 .4 ------------------------------------------------------------ Income before income taxes...... 4.7 6.6 5.1 6.5 Income taxes.................... 1.7 2.4 1.8 2.4 ------------------------------------------------------------ Net income...................... 3.0% 4.2% 3.3% 4.1% ============================================================ The table below presents contract award and backlog data for the periods indicated: Six Months Ended February 28, February 29, 1997 1996 --------------------------------------- (amounts in thousands) Contract award amount................... $ 391,261 $ 74,172 Backlog (with options).................. $ 1,246,000 $ 479,463 Backlog (without options)............... $ 542,958 $ 283,520 COMPARISON OF OPERATING RESULTS FOR FISCAL SECOND QUARTER 1997 WITH FISCAL SECOND QUARTER 1996 REVENUES. Revenues increased $43.0 million (87.7%) for the three months and $76.8 million (78.3%) for the six months ended February 28, 1997 as compared to the three months and six months ended February 29, 1996. Fiscal year to date revenues increased as a result of revenue from the HPCM contracts and the acquisition of AME completed in May 1996, but decreased as a result of the completion of the initial FedEx contract in first quarter 1996. FORM 10-Q NICHOLS RESEARCH CORPORATION OPERATING PROFIT. Operating profit increased $1.3 million (41.5%) for the three months and $2.7 million (45.5%) for the six months ended February 28, 1997. Costs and expenses were 95.2% of revenues for the three months and 95.0% for the six months ended February 28, 1997 as compared to 93.7% for the three months and 93.9% for the six months ended February 29, 1996. The increase in direct and allocable costs as a percentage of revenues was primarily the result of hardware and software acquired for the HPCM integration contracts. Included in direct and allocable costs are costs associated with the completion of two significant government contracts which resulted in a decrease in operating profit of approximately 0.5% for the period ended February 28, 1997. The increase of $2.5 million in general and administrative expenses for the six month period is primarily from increases in amortization of goodwill as well as general and administrative expenses of AME acquired in 1996. OTHER INCOME. Other income consists primarily of interest income. Substantially all available cash is invested in interest-bearing accounts or fixed income instruments. INTEREST EXPENSE. Interest expense increased $0.2 million for the three months ended February 28, 1997 as a result of short term borrowings during the second quarter. At February 28,1997 there were no outstanding borrowings under the line of credit. EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES. Equity in earnings of unconsolidated affiliates primarily represents the Company's share of earnings from TXEN, Inc. The increase is due to increased revenues and improved profitability of TXEN. MINORITY INTEREST. Minority interest primarily represents the minority partner's share of earnings of Holland Technology Group and Holland Software Solutions, joint ventures. The increase is a result of the increased profitability of these ventures which began in fiscal 1996. INCOME TAXES. Income taxes as a percentage of income before taxes was 36.3% for the six months ended February 28, 1997 as compared to 36.4% for the six months ended February 29, 1996. NET INCOME. Net income increased $0.7 million (35.5%) for the three months and $1.7 million (40.6%) for the six months ended February 28, 1997 as compared to the three months and six months ended February 29, 1996. The increase is the result of the reasons discussed above. FORM 10-Q NICHOLS RESEARCH CORPORATION Liquidity and Capital Resources - ------------------------------- Historically, the Company's positive cash flow from operations and available credit facilities have provided adequate liquidity and working capital to fully fund the Company's operational needs and support the acquisition activities. Working capital was $76.0 million and $50.7 million at February 28, 1997 and February 29,1996, respectively. Operating activities used cash of $7.0 million for the six months ended February 28, 1997 and provided cash of $3.8 million for the six months ended February 29, 1996. The Company realized proceeds from the sale of Common Stock of $2.2 million and $1.6 million for six months ended February 28, 1997 and February 29, 1996. The Company has a bank line of credit of $73.5 million which expires in June 1997, unless renewed. The credit agreement provides for interest at London Interbank Offered Rate plus 1.25% and a commitment fee on the unused portion of the line of credit. Outstanding borrowings are secured primarily by accounts receivable. As of February 28, 1997 there were no outstanding borrowings under the line of credit. Purchases of property and equipment were $2.0 million for the six months ended February 28, 1997 and February 29, 1996. On February 5, 1997, the Company acquired approximately 35% of the outstanding capital stock of Intertech Management Group, Inc., a provider of software and services to the telecommunications industry. In fiscal 1996, the Company was awarded the HPCM Contracts for information system development and computer system integration activities, which will require the Company to acquire substantial amounts of computer hardware as part of these integrated systems. The Company continues to actively pursue other contracts that could require the integration of significant computer equipment components. The timing of payments to suppliers and payments from customers under the Company's system integration contracts could cause cash flows from operations to fluctuate from period to period. The Company believes that its existing capital resources, together with available borrowing capacity, will be sufficient to fund operating needs, finance acquisitions of property and equipment for information technology programs and computer system integration activities, and make strategic acquisitions, if appropriate. EFFECTS OF INFLATION Substantially all contracts awarded to the Company have been based on proposals which reflect estimated cost increases due to inflation. Historically, inflation has not had a significant impact on the Company. FORM 10-Q NICHOLS RESEARCH CORPORATION PART II - OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders On January 9, 1997, the annual meeting of the Company's stockholders was held at the Corporate Headquarters in Huntsville, Alabama. Proxies were solicited and cast by the Company's transfer agent, ChaseMellon Shareholder Services, New York, New York. Matters put to vote and acted upon were the election of the Board of Directors of the Company, amendment to the Nichols Research Corporation 1991 Stock Option Plan, the Non-Employee Officer and Director Stock Option Plan, the 1988 Employees' Stock Purchase Plan, the 1989 Incentive Stock Option Plan and the ratification of the Company's external auditors. All directors were elected for a term of one year and will serve until the next annual meeting. Directors elected were as follows: For Withheld ---------- -------- Chris H. Horgen 10,136,420 286,047 Michael J. Mruz 10,131,892 290,575 Roy J. Nichols 10,139,380 283,087 Patsy L. Hattox 10,135,728 286,739 Roger P. Heinisch 10,143,247 279,220 John R. Wynn 10,130,835 291,632 William E. Odom 10,143,247 279,220 James R. Thompson, Jr. 10,143,237 279,230 Phil E. Depoy 10,142,661 279,806 Thomas L. Patterson 10,139,497 282,970 The Nichols Research Corporation 1991 Stock Option Plan was amended. Voting for amendment were 10,236,547 shares, voting against were 132,573 shares, and 35,504 shares abstained. The Non-Employee Officer and Director Stock Option Plan was amended. Voting for amendment were 10,247,873 shares, voting against 121,893 shares, and 35,881 shares abstained. The 1988 Employees' Stock Purchase Plan was amended. Voting for amendment were 10,240,920 shares, voting against 130,707 shares, and 34,020 shares abstained. The 1989 Incentive Stock Option Plan was amended. Voting for amendment were 10,240,019 shares, voting against 131,458 shares, and 34,170 shares abstained. Ernst & Young LLP was ratified to serve as the Company's independent auditors for the fiscal year ending August 31, 1997. Voting for ratification were 10,370,304 shares, voting against were 8,236 shares, and 28,106 shares abstained. FORM 10-Q NICHOLS RESEARCH CORPORATION Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit No. Description ----------- ----------- 27 Financial Data Schedule (b) The Company has not filed any reports on Form 8-K for the six months ended February 28, 1997. FORM 10-Q NICHOLS RESEARCH CORPORATION SIGNATURES MANAGEMENT REPRESENTATION ------------------------- The accompanying unaudited Consolidated Balance Sheets at February 28, 1997, and August 31, 1996 as well as the Consolidated Statements of Income, Consolidated Statements of Changes in Stockholders' Equity and Consolidated Statements of Cash Flows for the six months ended February 28, 1997 and 1996, have been prepared in accordance with instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring accruals, considered necessary for a fair presentation have been included. April 14, 1997 Allen E. Dillard - ---------------------------- ---------------------- Date Allen E. Dillard Vice President and Chief Financial Officer (Principal Finance and Accounting Officer) 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. NICHOLS RESEARCH CORPORATION April 14, 1997 By: Allen E. Dillard - ---------------------------- ----------------------- Date Allen E. Dillard Vice President and Chief Financial Officer (Principal Finance and Accounting Officer)
EX-27 2
5 1,000 US 6-MOS AUG-31-1997 FEB-28-1997 1 10,154 0 105,418 0 0 121,352 31,915 16,605 172,158 45,339 4,248 0 0 119 120,797 172,158 174,821 174,821 154,519 154,519 0 0 336 8,971 3,256 5,715 0 0 0 5,715 .47 .47
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