8-K 1 sylva8-k.txt INITIAL FILING ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________ FORM 8-K Current Report for Event Occurring November 12, 2001 of REYNOLDS, SMITH AND HILLS, INC. a Florida Corporation IRS Employer Identification No. 59-2986466 SEC File Number 0-18984 4651 Salisbury Road Jacksonville, Florida 32256 (904) 296-2000 ================================================================================ Item 2. Acquisition or Disposition of Assets On November 12, 2001, pursuant to the terms of a Stock Purchase Agreement (the "Stock Purchase Agreement"), Reynolds, Smith and Hills, Inc. (the "Company") acquired all of the issued and outstanding capital stock of Sylva Engineering Corporation ("Sylva"), a Texas corporation, in exchange for a $700,000 cash payment at the closing of the transaction, $200,000 withheld by the Company to serve as security for the obligations of the shareholders of Sylva under the Stock Purchase Agreement, a $745,000 four year subordinated promissory note payable in monthly installments, and 15,000 shares of the Company's common stock. The Stock Purchase Agreement also provides for an additional contingent purchase price of up to $700,000 based upon the financial performance of the existing offices of Sylva, the Houston office of the Company and any new offices of the Company which commence operations in the state of Texas after the closing of the transaction, over the first four successive twelve month periods following the closing of the transaction. If earned, the contingent purchase price is payable in cash within sixty days of the end of each applicable twelve month period. The cash component of the transaction was financed through a term loan facility obtained from First Union National Bank. The stock of Sylva was acquired from a shareholder group consisting of Cesar E. Sylva LL, James R. Squire, W. Edward Conger, and Ronald R. Kline (collectively, the "Shareholders"). The terms of the acquisition of the issued and outstanding capital stock of Sylva are more fully described in the Stock Purchase Agreement filed as an exhibit to this Form 8-K. The terms of the transaction and the consideration received by the parties were a result of arm's length negotiations between representatives of the Company and the Shareholders. Prior to the completion of the transaction, the Company had no material relationship with Sylva or any of its affiliates, officers or directors. At the closing of the transaction, the Company and each of Cesar E. Sylva LL and James R. Squire entered into employment agreements pursuant to which each such individual shall serve as a Vice President of the Company. Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits (a) Financial Statements of Acquired Business ----------------------------------------- Sylva Engineering Corporation Financial Statements for the year ended December 31, 2000: Independent Auditors' Report Balance Sheet Statement of Income and Retained Earnings Statement of Cash Flows Schedule of General and Administrative Expenses Notes to Financial Statements Sylva Engineering Corporation Financial Statements for the year ended December 31, 1999: Independent Auditors' report Balance Sheet Statement of Income and Retained Earnings Statement of Cash Flows Schedule of General and Administrative Expenses Notes to Financial Statements Sylva Engineering Corporation Interim Financial Statements: Unaudited Statements of Earnings for the six months ended June 30, 2001 and 2000 Unaudited Statements of Cash Flows for the six months ended June 30, 2001 and 2000 Notes to Unaudited Financial Statements (b) Pro Forma Financial Information. -------------------------------- The Unaudited Pro Forma Consolidated Financial Statements of the Company giving effect to the acquisition of Sylva Engineering Corporation: Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2001 Unaudited Pro Forma Consolidated Statement of Operations for the three months ended June 30, 2001 Unaudited Pro Forma Consolidated Statement of Operations for the year ended March 31, 2001 Notes to Unaudited Pro Forma Consolidated Financial Statements (c) Exhibits. --------- 2.1 Stock Purchase Agreement, dated November 12, 2001, among Reynolds, Smith and Hills, Inc., Cesar E. Sylva LL, James R. Squire, W. Edward Conger, and Ronald R. Kline. 2.2 Non-Negotiable Subordinated Promissory Note, dated November 12, 2001, payable by Reynolds, Smith and Hills, Inc. to Cesar E. Sylva LL. 2.3 Buy-Sell Agreement, dated November 12, 2001, among Reynolds, Smith and Hills, Inc., Cesar E. Sylva LL, James R. Squire, W. Edward Conger, and Ronald R. Kline. Signature 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 thereto duly authorized. Dated: November 12, 2001 REYNOLDS, SMITH AND HILLS, INC. By: /s/Kenneth R. Jacobson ---------------------- Name: Kenneth R. Jacobson ------------------- Title: Chief Financial Officer, Executive ----------------------------------- Vice President, and General Counsel ----------------------------------- SYLVA ENGINEERING CORPORATION ----------------------------- FINANCIAL STATEMENTS -------------------- As of December 31, 2000 ----------------------- SYLVA ENGINEERING CORPORATION ----------------------------- TABLE OF CONTENTS ----------------- December 31, 2000 ----------------- Independent auditor's report 3 Balance sheet 4 Statement of income and retained earnings 6 Statement of cash flows 7 Schedule of general and administrative expenses 8 Notes to financial statements 9 INDEPENDENT AUDITOR'S REPORT ---------------------------- Board of Directors Sylva Engineering Corporation Houston, Texas We have audited the accompanying balance sheet of Sylva Engineering Corporation as of December 31, 2000, and the related statements of income and retained earnings and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sylva Engineering Corporation as of December 31, 2000, and the results of its operations, and its cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of general and administrative expenses on page 8 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Harper & Pearson Company Houston, Texas January 26, 2001 3 SYLVA ENGINEERING CORPORATION ----------------------------- BALANCE SHEET ------------- As of December 31, 2000 ----------------------- ASSETS Current Assets Cash $ 21,942 Trade accounts receivable 1,157,148 Costs and earnings in excess of billings on fixed fee contracts 206,740 Prepaid expenses 69,263 ------ TOTAL CURRENT ASSETS 1,455,093 --------- Property, Plant And Equipment Automobiles 79,514 Office furniture and equipment 394,073 Office equipment under capital lease 31,790 ------ Total 505,377 Less accumulated depreciation (245,675) -------- Net Property, Plant and Equipment 259,702 ------- Other Assets Cash surrender value of life insurance 266,810 Deposits 13,624 ------ Total 280,434 ------- Total Assets $ 1,995,229 =========== The accompanying notes are an integral part of these financial statements. 4 SYLVA ENGINEERING CORPORATION ----------------------------- BALANCE SHEET ------------- As of December 31, 2000 ----------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 298,214 Federal income taxes payable 147,964 Accrued liabilities and other payables 108,435 Short-term loans 17,292 Contract billings in excess of costs and earnings on fixed fee contracts 146,945 Current portion of capital lease obligation 10,932 Deferred federal income taxes 310,009 ------- Total Current Liabilities 1,039,791 --------- Non-Current Liabilities Capital lease obligation less current portion 6,791 Deferred federal income taxes 24,966 ------ Total Non-Current Liabilities 31,757 ------ Total Liabilities 1,071,548 --------- Shareholders' Equity Common stock 1,000 Retained earnings 922,681 ------- Total Shareholders' Equity 923,681 ------- Total Liabilities and Shareholders' Equity $1,995,229 ========== The accompanying notes are an integral part of these financial statements. 5 SYLVA ENGINEERING CORPORATION ----------------------------- STATEMENT OF INCOME AND RETAINED EARNINGS ----------------------------------------- For the year ended December 31, 2000 ------------------------------------ Income from fees $ 4,664,674 ----------- Direct expenses Salaries and wages 1,818,695 Reimbursable expenses 1,221,565 Payroll taxes 127,747 Insurance 67,263 Depreciation 68,325 Employee benefits 94,503 Travel 35,678 ------ Total Direct Expenses 3,433,776 --------- Gross Profit 1,230,898 General and Administrative Expenses 713,277 ------- Operating Income 517,621 Other Income Miscellaneous 500 --------- Total Other Income 500 --------- Net Income before Federal Income Tax Expense 518,121 Federal Income Tax Expense (182,484) -------- Net Income 335,637 Retained Earnings at Beginning of Year (as restated) 587,044 ------- Retained Earnings at End of Year $ 922,681 =========== The accompanying notes are an integral part of these financial statements. 6 SYLVA ENGINEERING CORPORATION ----------------------------- STATEMENT OF CASH FLOWS ----------------------- For the year ended December 31, 2000 ------------------------------------ Cash flows from operating activities: Net income $ 335,637 --------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 68,325 Deferred income taxes 42,087 (Increase) in trade accounts receivable (328,237) Decrease in federal income tax receivable 32,016 (Increase) in prepaid expenses (27,632) Decrease in costs and earnings in excess of billings 54,792 Increase in contract billings in excess of costs and earnings 68,919 Increase in accounts payable and accrued liabilities 116,972 (Decrease) in bank overdraft (50,451) Increase in income taxes payable 147,964 ------- Total adjustments 124,755 ------- Net cash provided by operating activities 460,392 ------- Cash flows from investing activities: Payment of deposits (2,441) Payments for cash value of life insurance (22,908) Payments for the purchase of property, plant and equipment (140,373) -------- Net cash used by investing activities (165,722) -------- Cash flows from financing activities: Principal payments on short term loans (261,871) Principal payments on capital lease obligation (10,932) ------- Net cash used by financing activities (272,803) -------- Net increase in cash 21,867 Cash, at beginning of year 75 --------- Cash, at end of year $ 21,942 ========= Supplemental disclosures of cash flow information: -------------------------------------------------- Cash paid (received) during the period for: ------------------------------------------- Interest expense $ 22,369 ========= Income taxes $ (32,016) ========= The accompanying notes are an integral part of these financial statements.

7 SYLVA ENGINEERING CORPORATION ----------------------------- SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES ----------------------------------------------- For the year ended December 31, 2000 ------------------------------------ Legal and professional $ 192,969 Office and furniture rent 171,249 Contract labor 57,520 Repairs and maintenance 51,803 Recruiting expense 38,750 Office expense 35,601 Telephone 34,117 Pension plan 33,393 Interest 22,369 Dues and subscriptions 17,176 Other expenses 12,620 Seminars and education 11,622 Business development 8,689 Penalties 7,567 Property taxes 7,214 Postage and delivery 6,258 Auto expense 5,656 Equipment rental 5,508 Contributions 1,100 Bad debts (7,904) ------ Total General and Administrative Expenses $ 713,277 ========= See Independent Auditor's Report 8 SYLVA ENGINEERING CORPORATION ----------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- December 31, 2000 ----------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ General ------- Sylva Engineering Corporation (the company) is a consulting engineering services firm that specializes in a variety of civil, environmental, and structural engineering projects in the state of Texas. The company is a Minority Business Enterprise certified by the State Department of Highways and Public Transportation, the City of Houston, Texas, and its Metropolitan Transit Authority. The accrual method of accounting is used for financial reporting purposes and the cash method of accounting is used for tax purposes. Depreciation ------------ The cost of property, plant and equipment is depreciated over the useful lives of these assets which is estimated to be three to seven years. For financial statement purposes, depreciation is calculated using the straight line method. For tax purposes, depreciation is calculated using the appropriate accelerated depreciation system prescribed by the Internal Revenue Code. Use of Estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Credit Risk ----------- Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of contract receivables and cash. The Company places its cash with high quality financial institutions. Generally, no collateral or other security is required to support customer receivables. To reduce credit risk, a customer's credit history is reviewed before extending credit. In addition, an allowance for doubtful accounts is established as needed based upon factors surrounding the credit risk of specified customers, historical trends and other information. The contracts receivable are presented without any allowance for doubtful accounts at December 31, 2000 since management believes that all accounts are fully collectible. Revenue and Cost Recognition ---------------------------- The company recognizes revenues from fixed fee contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. 9 SYLVA ENGINEERING CORPORATION ----------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- December 31, 2000 ----------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) ------------------------------------------------------ Revenue and Cost Recognition (continued) ---------------------------- Contract costs include all direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies and reimbursable expenses. General and administrative costs are charged to expense as incurred. The asset "costs and estimated earnings in excess of billings on fixed fee contracts," represents revenues recognized in excess of amounts billed. The liability, "billings in excess of costs and estimated earnings on fixed fee contracts," represents billings in excess of revenues recognized. On contracts where costs and estimated earnings are in excess of billings, the excess is treated as a current asset. Where billings are in excess of costs and earnings, this excess is shown as a current liability. These amounts were as follows at December 31, 2000: Costs and estimated earnings on uncompleted contracts $ 3,861,540 Billings on uncompleted contracts 3,801,745 --------- $ 59,795 =========== These amounts were reflected in the accompanying balance at December 31, 2000 as follows: Costs and earnings in excess of billings on fixed fee contracts $ 206,740 Contract Billings in excess of costs and earnings on fixed fee contracts (146,945) -------- $ 59,795 =========

2. ACCRUED LIABILITIES & OTHER PAYABLES ------------------------------------ As of December 31, 2000, accrued liabilities consisted of: Accrued salaries $ 73,749 Accrued personal time 25,647 Accrued property taxes 2,856 Other payroll related payables 6,183 ----- $108,435 ======== 10 SYLVA ENGINEERING CORPORATION ----------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- December 31, 2000 ----------------- 3. FEDERAL INCOME TAXES -------------------- As of December 31, 2000, the tax provision of the company was comprised of the following: Federal income tax - current $ 140,397 Federal income tax - deferred 42,087 ------ Provision for Federal income tax $ 182,484 ========= The provision for federal income taxes differs from the amount computed by applying the federal income tax statutory rate of 35% (for a Personal Service Company) on earnings as follows: Taxes calculated at statutory rate $ 181,342 Non-deductible entertainment, officers' life insurance premiums and penalties 16,372 Net operating loss and contributions carryovers Utilized (12,576) Other (2,654) ------ $ 182,484 ========= Recognition of deferred taxes is required due to timing differences in the recording of certain income and expense items for financial reporting and tax purposes. Timing differences are brought about due to the use of accelerated depreciation methods for tax purposes and straight-line methods for financial reporting purposes. Also, as mentioned in Note 1, the company uses the cash basis of accounting for tax purposes and the accrual basis for financial reporting purposes. The Company also uses the percentage of completion method for long term contracts for financial reporting purposes. Significant deferred tax liabilities at December 31, 2000 are as follows: Depreciable assets $ 24,966 Accrual to cash conversion 310,009 ------- $ 334,975 ========= 4. COMMON STOCK ------------ The company has authorized 100,000 shares of common stock with a par value of $1.00. As of December 31, 2000, 1000 shares were issued and outstanding. 11 SYLVA ENGINEERING CORPORATION ----------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- December 31, 2000 ----------------- 5. PENSION PLAN ------------ In 1993, the company began a SARSEP pension plan. All full time employees who are 21 or over are eligible for participation in the plan. The approved plan is for voluntary employee contributions, and includes a provision for employer discretionary contributions. During 2000 the Company made a $33,393 contribution to the plan. 6. CASH SURRENDER VALUE OF LIFE INSURANCE -------------------------------------- The company is the owner of several key-man life insurance policies on company officers. The portion of the annual premium that results in an increase in cash surrender value is recorded as an asset. 7. SHORT TERM LOANS ---------------- Short term loans at December 31, 2000 consisted of the following: Wells Fargo Auto Finance, 8.45% payable $4,092.57 monthly for 6 months beginning October 11, 2000 secured by a 2001 Suburban $ 8,100 Wells Fargo Auto Finance, 8.45% payable $3,107.13 monthly for 6 months beginning November 18, 2000 secured by a 2001 Suburban 9,192 ---- ----- $17,292 ======= 8. LEASES ------ The company has two leases for office space that began May 1, 1998 and April 1, 2000 with monthly rental payments due of $8,993.00 and $4,475.52, respectively. The leases are for 72 and 60 months, respectively. The company also leases office equipment from third-party vendors. These are classified as operating leases. As of December 31, 2000, minimum future lease payments under operating leases, by year and in the aggregate, are: 2001 $ 165,734 2002 172,322 2003 179,121 2004 101,844 2005 15,492 ------ $ 634,513 ========= 12 SYLVA ENGINEERING CORPORATION ----------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- December 31, 2000 ----------------- 8. LEASES (continued) ------------------ The Company entered into a lease agreement in 1999 relating to computer equipment. This lease has been accounted for as a capital lease. Following are the scheduled annual payments on this capital lease at December 31, 2000: 2001 $ 12,940 2002 7,546 ---- ----- Total minimum lease commitments 20,486 Less amounts representing executory costs such as insurance and taxes (2,763) ------ Remaining capital lease balance at December 31, 2000 $ 17,723 Less amount shown as current portion of capital lease Obligation (10,932) ------- Long term portion of capital lease obligation $ 6,791 ======== 9. RETAINED EARNINGS RESTATEMENT ----------------------------- In prior years, the Company recognized revenue based on billings for fixed fee contracts. In 2000, the Company began recognizing revenue under the percentage-of-completion method of accounting for fixed fee contracts, as required by generally accepted accounting principles, which resulted in a restatement of retained earnings. The restatement increased retained earnings as previously reported at December 31, 1999, by $121,114 ($183,506 less $62,392 of applicable income taxes). 10. CONTINGENCIES ------------- The Company is the defendant in a lawsuit with Medallion International Corporation. Medallion alleges that the company failed to perform contractual obligations to develop projects for a start up venture. The plaintiff sued for alleged lost profits and expenses of the venture in an undetermined amount. The case has been set on the trial docket four times. At the last trial setting, the court struck the Plaintiff's expert witness and reset the case for trial April, 2001. At present, the Plaintiff and the Company have agreed to a non-monetary settlement with a dismissal of all claims and are awaiting the execution of the settlement documents. The company believes no significant liability will result from this matter, and if the settlement is not executed and this matter proceeds to trial, the Company intends to contest this matter vigorously. 13 SYLVA ENGINEERING CORPORATION FINANCIAL STATEMENTS DECEMBER 31, 1999 C 0 N T E N T S Page Independent Auditor's Report...................................................2 Balance Sheet..................................................................3 Statement of Income and Retained Earnings......................................4 Statement of Cash Flows........................................................5 Schedule of General and Administrative Expenses................................6 Notes to Financial Statements...............................................7-11 INDEPENDENT AUDITOR'S REPORT Board of Directors Sylva Engineering Corporation Houston, Texas We have audited the accompanying balance sheet of Sylva Engineering Corporation as of December 31, 1999, and the related statement of income and retained earnings, cash flows, and schedule of general and administrative expenses for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sylva Engineering Corporation as of December 31, 1999, and the results of its operations, and its cash flows for the year then ended in conformity with generally accepted accounting principles in the United States. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of general and administrative expenses on page 6 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Harper & Pearson Company Houston, Texas February 15, 2000, except for Note H, for which the date is August 10, 2001 2 SYLVA ENGINEERING CORPORATION BALANCE SHEET DECEMBER 31, 1999 ----------------------------------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash $ 75 Accounts receivable, trade, net 828,911 Costs and earnings in excess of billings on fixed fee contracts 261,532 Prepaid expenses 41,631 Income tax receivable 32,016 ------ TOTAL CURRENT ASSETS 1,164,165 --------- PROPERTY, PLANT AND EQUIPMENT, at cost Automobiles 61,245 Office furniture and equipment 295,851 Office equipment under capital lease 31,790 ------ 388,886 Less accumulated depreciation (201,232) -------- 187,654 ------- OTHER ASSETS Deposits 11,183 Cash surrender value of life insurance 243,902 ------- 255,085 ------- $ 1,606,904 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Bank overdraft $ 50,451 Bank line of credit 280,000 Retirement plan payable 33,995 Current portion of capital lease obligation 10,094 Accounts payable, trade 212,179 Contract billings in excess of costs and earnings on fixed fee contracts 78,026 Accrued liabilities and other payables 43,504 Deferred income taxes 277,070 ------- TOTAL CURRENT LIABILITIES 985,319 ------- LONG-TERM LIABILITIES Capital lease obligation 17,723 Deferred income taxes 17,653 ------ 35,376 ------ STOCKHOLDERS' EQUITY Common stock 1,000 Retained earnings 585,209 ------- 586,209 ------- $ 1,606,904 ===========

See accompanying notes. 3 SYLVA ENGINEERING CORPORATION STATEMENT OF INCOME AND RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1999 -------------------------------------------------------------------------------- INCOME FROM FEES $3,277,491 ---------- DIRECT EXPENSES Salaries and wages 1,381,190 Reimbursable expenses 986,287 Payroll taxes 100,843 Insurance 63,512 Depreciation 58,643 Employee benefits 81,868 Travel 44,660 ---------- 2,717,003 ---------- Gross Profit 560,488 GENERAL AND ADMINISTRATIVE EXPENSES 490,334 ---------- Operating Income 70,154 OTHER INCOME Recovery of uncollectible accounts 23,800 ---------- INCOME BEFORE INCOME TAX EXPENSE 93,954 INCOME TAX EXPENSE 38,769 ---------- NET INCOME 55,185 ---------- RETAINED EARNINGS, Beginning, as previously reported 497,338 ACCOUNTING CHANGE (Note H) 32,686 ---------- RETAINED EARNINGS, Beginning, as restated 530,024 ---------- RETAINED EARNINGS, Ending $ 585,209 ========== See accompanying notes. 4 SYLVA ENGINEERING CORPORATION STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 1999 ----------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 55,185 --------- Adjustments to reconcile net income to net cash used by operating activities: Depreciation 58,643 Deferred income taxes 63,221 Change in operating assets and liabilities: Accounts receivable, trade, net (230,910) Costs and earnings in excess of billings on fixed fee contracts (170,312) Prepaid expenses (1,831) Income tax receivable (30,017) Other assets (5,996) Bank overdraft 50,451 Accounts payable, trade Contract billings in excess of costs and earnings on fixed fee contracts 37,077 Accounts payable and accrued liabilities 197,744 Income taxes payable (25,436) ------- Adjustments (57,366) ------- Net cash used by operating activities (2,181) ------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (80,081) Payment for cash value of life insurance (61,289) ------- Net cash used by investing activities (141,370) -------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on line of credit 310,000 Repayments of line of credit (199,926) Borrowings on capital lease obligation 31,790 Repayments of capital lease obligation (3,973) ------ Net cash provided by financing activities 137,891 ------- NET INCREASE IN CASH (5,660) CASH AT BEGINNING OF YEAR 5,735 ----- CASH AT END OF YEAR $ 75 ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for: Interest $ 26,717 ========= Income taxes $ 31,000 =========

See accompanying notes. 5 SYLVA ENGINEERING CORPORATION SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES YEAR ENDED DECEMBER 31, 1999 -------------------------------------------------------------------------------- Office rent $128,300 Legal and professional 101,141 Contract labor 61,623 Repairs and maintenance 37,195 Office expense 28,524 Interest 26,717 Dues and subscriptions 15,545 Equipment rental 15,394 Seminars and education 14,478 Telephone 13,103 Business development 10,548 Auto expense 5,910 Other expenses 5,322 Postage and delivery 5,138 Employee welfare 4,836 Contributions 4,820 Property taxes 4,313 Proposal and present 3,363 Advertising 2,647 Recruiting expense 1,417 ----- $490,334 ======== See Auditor's Report. 6 SYLVA ENGINEERING CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 -------------------------------------------------------------------------------- NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ General ------- Sylva Engineering Corporation (the Company) is a consulting engineering services firm that specializes in a variety of civil, environmental, and structural engineering projects. The Company is a Minority Business Enterprise certified by the State Department of Highways and Public Transportation, the City of Houston, Texas, and its Metropolitan Transit Authority. The accrual method of accounting is used for financial reporting purposes and the cash method of accounting is used for tax purposes. Depreciation ------------ The cost of property, plant and equipment is depreciated over the useful lives of these assets which is estimated to be three to seven years. For financial statement purposes, depreciation is calculated using the straight-line method. For tax purposes, depreciation is calculated using the appropriate accelerated depreciation system prescribed by the Internal Revenue Code. Cash and Cash Equivalents ------------------------- Cash and cash equivalents are demand deposits at financial institutions that are for immediate withdrawal. Use of Estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Compensated Absences -------------------- Compensated absences for vacation, sick pay and personal time have not been accrued since they cannot be reasonably estimated. Credit Risk ----------- Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of contract receivables and cash. The Company places its cash with high quality financial institutions. Generally, no collateral or other security is required to support customer receivables. To reduce credit risk, a customer's credit history is reviewed before extending credit. In addition, an allowance for doubtful accounts is established as needed based upon factors surrounding the credit risk of specified customers, historical trends and other information. The contracts receivable are presented with a $7,904 allowance for doubtful accounts at December 31, 1999. 7 SYLVA ENGINEERING CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 -------------------------------------------------------------------------------- NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED ------------------------------------------------------- Revenue and Cost Recognition ---------------------------- The Company recognizes revenues from fixed fee contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. Because Of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. Contract costs include all direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies and reimbursable expenses. General and administrative costs are charged to expense as incurred. The asset "costs and estimated earnings in excess of billings on fixed fee contracts," represents revenues recognized in excess of amounts billed. The liability, "billings in excess of costs and estimated earnings on fixed fee contracts," represents billings in excess of revenues recognized. On contracts where costs and estimated earnings are in excess of billings, the excess is treated as a current asset. Where billings are in excess of costs and earnings, this excess is shown as a current liability. These amounts were reflected in the accompanying balance at December 31, 1999 as follows: Costs and estimated earnings on uncompleted contracts $1,319,228 Billings on uncompleted contracts 1,135,722 --------- $ 183,506 ========= These amounts were reflected in the accompanying balance at December 31, 1999 as follows: Costs and earnings in excess of billings on fixed fee contracts $ 261,532 Contract Billings in excess of costs and earnings on fixed fee contracts (78,026) --------- $ 183,506 =========

NOTE B ACCRUED LIABILITIES AND OTHER PAYABLES -------------------------------------- As of December 31, 1999, accrued liabilities consisted of: Accrued salaries $ 28,299 Accrued property taxes 2,187 Other payroll related payables 13,018 --------- $ 43,504 =========

8 SYLVA ENGINEERING CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 -------------------------------------------------------------------------------- NOTE C FEDERAL INCOME TAXES -------------------- As of December 31, 1999, the tax provision of the Company was comprised of the following: Federal income tax - current $ (24,452) Federal income tax - deferred 63,221 ------ Provision (benefit) for Federal income tax $ 38,769 ========= The provision for federal income taxes differs from the amount computed by applying the federal income tax statutory rate of 35% (for a Personal Service Company) on earnings as follows: Taxes calculated at statutory rate $ 32,884 Non-deductible entertainment, officers' life insurance premiums and penalties 15,786 Nontaxable write-off of allowance for bad debts (10,157) Other 256 ------ $ 38,769 ========= Recognition of deferred taxes is required due to timing differences in the recording of certain income and expense items for financial reporting and tax purposes. Timing differences are brought about due to the use of accelerated depreciation methods for tax purposes and straight-line methods for financial reporting purposes. Also, as mentioned in Note A, the Company uses the cash basis of accounting for tax purposes and the accrual basis for financial reporting purposes. It also uses percentage of completion for long-term contracts for financial reporting purposes. Significant deferred tax liabilities at December 31, 1999 are as follows: Depreciable assets $ 17,653 Accrual to cash conversion 277,070 --------- $ 294,723 ========= NOTE D COMMON STOCK ------------ The Company has authorized 100,000 shares of common stock with a par value of $1.00. As of December 31, 1999, 1000 shares were issued and outstanding. NOTE E PENSION PLAN ------------- In 1993, the Company began a pension plan governed by the provisions of Section 401(k) of the Internal Revenue Code. The approved plan is for voluntary employee contributions, and includes a provision for employer discretionary contributions. During 1999, the Company made a $33,995 contribution to the plan. 9 SYLVA ENGINEERING CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 -------------------------------------------------------------------------------- NOTE F CASH SURRENDER VALUE OF LIFE INSURANCE -------------------------------------- The Company is the owner of several key-man life insurance policies on Company officers. The portion of the annual premium that results in an increase in cash surrender value is recorded as an asset. NOTE G LEASES ------ The Company has two leases for office space that began December 1, 1997 and May 1, 1998 with monthly rental payments due of $2,035 and $8,273, respectively. The leases are for 60 and 72 months, respectively. The Company also leases office equipment from third-party vendors. These are classified as operating leases. As of December 31, 1999, minimum future lease payments under operating leases, for the year and in the aggregate, are: 2000 $ 131,191 2001 138,805 2002 140,787 2003 119,424 2004 40,288 ----------- $ 570,495 =========== The Company entered into a lease agreement in 1999 relating to computer equipment. This lease has been accounted for as a capital lease. The lease has a term of 36 months with a monthly lease payment of $1,078. Following are the scheduled annual payments on this lease at December 31: 2000 $ 12,940 2001 12,940 2002 7,546 ----------- Total minimum lease commitments 33,426 Less amount representing interest (3,061) Less amounts representing executory costs such as insurance and taxes (2,548) ------ Remaining capital lease balance at December 31, 2000 27,817 Less amount shown as current portion of capital lease obligation (10,094) ------- Long-term portion of capital lease obligation $ 17,723 ==========

10 SYLVA ENGINEERING CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1999 -------------------------------------------------------------------------------- NOTE H ACCOUNTING CHANGE TO PERCENT OF COMPLETION ------------------------------------------ In prior years, the Company recognized revenue based on billings for fixed fee contracts. In 1999, the Company began recognizing revenue under the percentage-of-completion method of accounting for fixed fee contracts, as required by generally accepted accounting principles, which resulted in a restatement of retained earnings. The restatement increased retained earnings as previously reported at December 31, 1998, by $32,676 ($50,270 less $17,594 of applicable income taxes). In addition, 1999 was affected as follows: Statement of Income and Retained Earnings Increase in net income (net of income tax of $46,632) $ 86,603 Balance Sheet Ending costs and earnings in excess of billings $ 261,532 Ending billings in excess of costs and earnings $ 78,026

NOTE I CONTINGENCIES ------------- The Company is the defendant in a lawsuit with Medallion International Corporation. Medallion alleges that the Company failed to perform contractual obligations to develop projects for a start up venture. The plaintiff sued for alleged lost profits and expenses of the venture in an undetermined amount. It is anticipated that the trial will be conducted in May 2000. In the opinion of management, this matter will be resolved in the Company's favor. In November 1999, the Company received a demand letter from a former employee for alleged unpaid final wages. The current demand to resolve the dispute is for $4,928 in gross wages. The Company expects to resolve this matter shortly. 11 SYLVA ENGINEERING CORPORATION STATEMENTS OF EARNINGS AND CASH FLOWS (Unaudited) SIX MONTHS ENDED JUNE 30, 2001 AND 2000 Sylva Engineering Corporation Statements of Earnings (Unaudited) ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended June 30, 2001 2000 ------------------ ------------------- Revenue $2,849,159 $2,452,075 Subcontractor and other direct costs 457,929 659,224 ------- ------- Net service revenue 2,391,230 1,792,851 Cost of services 1,584,784 933,306 --------- ------- Gross profit 806,446 859,545 Selling, general and administrative expenses 294,823 359,744 ------- ------- Operating income 511,623 499,801 Other income (expense): Interest and other income 340 630 Interest expense - - ------- ------- Income before income taxes 511,963 500,431 Income tax expense (benefit) 182,244 156,961 ------- ------- Net income $ 329,719 $ 343,470 ========== ==========

Sylva Engineering Corporation Statements of Cash Flows (Unaudited) ------------------------------------------------------------------------------------------------------------------------------------ Six Months Ended June 30, 2001 2000 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 329,719 $ 343,470 --------- --------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 40,482 34,163 Deferred income taxes 139,053 111,480 Noncash wages 174,729 0 Change in operating assets and liabilities: Accounts receivable, net (394,037) (750,608) Costs and earnings in excess of billings on fixed fee contracts 37,540 149,979 Prepaid expenses 9,922 24,048 Contract billings in excess of costs and earnings on fixed fee contracts (27,221) (38,710) Accounts payable and accrued liabilities 5,398 229,194 Income taxes payable (104,772) 45,481 -------- ------ Adjustments (118,906) (194,973) -------- -------- Net cash provided in operating activities 210,813 148,497 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (34,160) (89,574) Payment of cash value of life insurance (8,799) (15,063) ------ ------- Net cash used in investing activities (42,959) (104,637) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on notes payable (17,292) 0 Proceeds from notes payable, shareholder 35,000 Repayments of capital lease obligation (5,358) (4,947) ------ ------ Net cash used in (provided by) financing activities (22,650) 30,053 ------- ------ NET INCREASE IN CASH 145,204 73,913 CASH AT BEGINNING OF PERIOD 21,942 75 ------ -- CASH AT END OF PERIOD $ 167,146 $ 73,988 ========= =========

SYLVA ENGINEERING CORPORATION NOTES TO FINANCIAL STATEMENTS 1) Accounting Policies The accompanying unaudited financial statements of Sylva Engineering Corporation (the "Company"), in the opinion of management, include all adjustments necessary to present fairly the results of operations and financial position of the Company for the periods indicated. However, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto of the Company for the year ended December 31, 2000. Reynolds, Smith & Hills, Inc. Unaudited Pro Forma Consolidated Financial Statements For The Acquisition Of Sylva Engineering Corporation The following unaudited pro forma consolidated financial statements and explanatory notes reflect the acquisition of Sylva Engineering Corporation ("Sylva") by Reynolds, Smith & Hills, Inc. ("RS&H" or the "Company"). On November 12, 2001, RS&H completed its acquisition of 100% of the issued and outstanding capital stock of Sylva in exchange for a $700,000 cash payment at closing, $200,000 cash withheld by RS&H to serve as security for the obligations of the shareholders of Sylva under the Stock Purchase Agreement, a $745,000 subordinated promissory note payable in monthly installments and 15,000 shares of RS&H common stock. The Stock Purchase Agreement also provides for an additional contingent purchase price of up to $700,000 based upon the financial performance, of the existing offices of Sylva, the Houston office of RS&H and any new offices of the Company which commence operations in the state of Texas after the closing of the transaction, over the first four successive twelve month periods following the closing. The pro forma balance sheet assumes that the acquisition was consummated on June 30, 2001. The pro forma consolidated statement of operations for the year ended March 31, 2001 assumes that the acquisition was consummated on April 1, 2000 and the pro forma consolidated statement of operations for the three months ended June 30, 2001 assumes that the acquisition was consummated on April 1, 2001. Certain pro forma adjustments are based on preliminary estimates. Final allocations will be made on the basis of further evaluations and, therefore, such allocations may differ from those reflected in the pro forma financial statements. The pro forma statement of operations is not necessarily indicative of the results of operations of RS&H had the Sylva acquisition occurred at the beginning of the periods presented, nor is it necessarily indicative of the results of future operations. These statements should be read in conjunction with the separate historical financial statements and notes thereto of RS&H (incorporated by reference in RS&H's Annual Report on Form 10-K for the year ended March 31, 2001) and Sylva included herein. Reynolds, Smith and Hills, Inc. Unaudited Pro Forma Consolidated Balance Sheet June 30, 2001 ------------------------------------------------------------------------------------------------------------------------------------ Sylva Reynolds, Smith Engineering Pro Forma Pro Forma and Hills, Inc. (a) Corporation (b) Adjustments Totals ----------------- --------------- ---------------- ---------------- Assets Current Assets: Cash $ 160,000 $ 167,000 $ (700,000) (c) 400,000 (d) $ 27,000 Accounts Receivable 9,374,000 1,551,000 - 10,925,000 Unbilled service revenue 6,152,000 169,000 - 6,321,000 Prepaid expenses and other current assets 116,000 43,000 - 159,000 Deferred income taxes 718,000 718,000 --------- ------- ------- --------- Total Current assets 16,520,000 1,930,000 (300,000) 18,150,000 Property and Equipment, net 2,276,000 254,000 - 2,530,000 Other assets 165,000 131,000 - 296,000 Cost in excess of net assets of acquired businesses 1,174,000 647,000 (c) 1,821,000 --------- ------- ------- --------- $ 20,135,000 $ 2,315,000 $ 347,000 $ 22,797,000 ============ ============ ============ ============ Liabilities and Shareholders Equity Current liabilities: Current portion of long term debt and capital lease obligations $ - $ 11,000 $ 220,000 (c) $ 231,000 Accounts payable 2,917,000 262,000 200,000 (c) 3,379,000 Accrued payroll 1,190,000 1,190,000 Accrued incentive compensation 1,643,000 1,643,000 Accrued expenses 1,152,000 194,000 - 1,346,000 Deferred income taxes 442,000 - 442,000 Unearned service revenue 4,331,000 120,000 - 4,451,000 --------- ------- ------- --------- Total current liabilities 11,233,000 1,029,000 420,000 12,682,000 Subordinated promissory note 525,000 (c) 525,000 Line of Credit 400,000 (d) 400,000 Deferred income taxes 204,000 32,000 - 236,000 Other liabilities 318,000 1,000 - 319,000 --------- ------- ------- --------- 11,755,000 1,062,000 1,345,000 14,162,000 Shareholders Equity: Common stock 5,000 1,000 (1,000) (c) 5,000 Paid in capital 3,672,000 - - 255,000 (c) 3,927,000 Retained earnings 4,703,000 1,252,000 (1,252,000) (c) 4,703,000 --------- --------- ---------- --------- Total shareholders equity 8,380,000 1,253,000 (998,000) 8,635,000 --------- --------- -------- --------- $ 20,135,000 $ 2,315,000 $ 347,000 $ 22,797,000 ============ ============ ============ ============ See notes to unaudited pro forma consolidated financial statements.

Reynolds, Smith and Hills, Inc. Unaudited Pro Forma Consolidated Statement of Operations Three Months Ended June 30, 2001 -------------------------------------------------------------------------------------------------------------------- Sylva Reynolds, Smith Engineering Pro Forma Pro Forma and Hills, Inc. (a) Corporation (b) Adjustments Totals --------------- ------------ ----------- --------- Revenue $ 16,441,000 $ 4,274,000 $ - $ 20,715,000 Subcontractor and other direct costs 4,409,000 229,000 - 4,638,000 --------- ------- - --------- Net service revenue 12,032,000 4,045,000 - 16,077,000 Cost of services 4,711,000 792,000 - 5,503,000 --------- ------- - --------- Gross profit 7,321,000 3,253,000 - 10,574,000 Selling, general and administrative expenses 6,887,000 148,000 10,800 (c) 7,045,800 --------- ------- ------ --------- Operating income 434,000 3,105,000 (10,800) 3,528,200 Other income (expense): Interest and other income 15,000 - - 15,000 Interest expense (4,000) - (15,800) (d) - (8,500) (e) (28,300) --------- ------- ------ ------- Income before income taxes 445,000 3,105,000 (35,100) 3,514,900 Income tax expense (benefit) 206,000 91,000 (11,900) 285,100 ---------------------------- ------- ------ -------- ------- Net income $ 239,000 $ 3,014,000 $(23,200) $ 3,229,800 ========== =========== ======== ===========

See notes to unaudited pro forma consolidated financial statements. Reynolds, Smith and Hills, Inc. Unaudited Pro Forma Consolidated Statement of Operations Year Ended March 31, 2001 ------------------------------------------------------------------------------------------------------------------------------------ Sylva Reynolds, Smith (a) Engineering (b) Pro Forma Pro Forma and Hills, Inc. Corporation Adjustments Totals ----------------- ---------------- -------------- ----------- Revenue $ 58,519,000 $ 4,665,000 $ - $ 63,184,000 Subcontractor and other direct costs 14,112,000 1,222,000 - 15,334,000 ---------- --------- ---------- Net service revenue 44,407,000 3,443,000 - 47,850,000 Cost of services 16,594,000 2,212,000 - 18,806,000 ---------- --------- ---------- Gross profit 27,813,000 1,231,000 - 29,044,000 Selling, general and administrative expenses 26,551,000 713,000 43,100 (c) 27,307,100 ---------- ------- ------ ---------- Operating income 1,262,000 518,000 (43,100) 1,736,900 Other income (expense): Interest and other income 41,000 - - 41,000 Interest expense (19,000) - (63,300) (d) (34,000) (e) (116,300) --------- ------- -------- --------- Income before income taxes 1,284,000 518,000 (140,400) 1,661,600 Income tax expense (benefit) 546,000 182,000 (47,700) (f) 680,300 ------- ------- ------- ------- Net income $ 738,000 $ 336,000 $ (92,700) $ 981,300 ============ ============ ============ ============

See notes to unaudited pro forma consolidated financial statements. REYNOLDS, SMITH AND HILLS, INC. NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET ADJUSTMENTS (a) This column represents the consolidated balance sheet of RS&H at June 30, 2001. (b) This column represents the balance sheet of Sylva at June 30, 2001. (c) Represents the purchase price of $1,900,000 consisting of $700,000 cash, $200,000 cash withheld related to obligations of the shareholders of Sylva under the Stock Purchase Agreement, $745,000 subordinated promissory note and 15,000 shares of RS&H common stock at $17/share in exchange for all of the outstanding common stock of Sylva. The resulting excess of the total purchase price over the fair values of the net assets acquired, has been allocated to goodwill for pro forma purposes. (d) Represents additional borrowings under the RS&H's line of credit required to fund the acquisition of Sylva. 2. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS ADJUSTMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2001 (a) This column represents the consolidated statement of operations of RS&H for the three months ended June 30, 2001. (b) This column represents the statement of operations of Sylva for the three months ended June 30, 2001. (c) Represents additional amortization expense expected to be incurred related to the excess purchase price over the net tangible assets acquired as if the purchase had taken place on April 1, 2001. For pro forma purposes, the entire excess has been allocated to goodwill with an estimated useful life of 15 years. (d) Represents interest on the subordinated notes at 8.5% as if the purchase had taken place on April 1, 2001. (e) Represents three months interest expense on the additional borrowings under the RS&H line of credit used to fund the cash portion of the Sylva acquisition. (f) Represents the income tax effect of the entries provided above at (c), (d) & (e) at RS&H's effective tax rate of 34%. REYNOLDS, SMITH AND HILLS, INC. NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 3. UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS ADJUSTMENTS FOR THE YEAR ENDED MARCH 31, 2001 (a) This column represents the consolidated statement of operations of RS&H for the year ended March 31, 2001. (b) This column represents the consolidated statement of operations of Sylva for the year ended December 31, 2000. (c) Represents additional amortization expense expected to be incurred related to the excess purchase price over the net tangible assets acquired as if the purchase had taken place on April 1, 2000. For pro forma purposes, the entire excess has been allocated to goodwill with an estimated useful life of 15 years. (d) Represents interest on the subordinated notes at 8.5% as if the purchase had taken place on April 1, 2000. (e) Represents 12 months interest expense on the additional borrowings under the RS&H's line of credit used to fund the cash portion of the Sylva acquisition. (f) Represents the income tax effect of the entries provided above at (c), (d) & (e) at RS&H's effective tax rate of 34%. Exhibit Index 2.1 Stock Purchase Agreement, dated November 12, 2001, among Reynolds, Smith and Hills, Inc., Cesar E. Sylva LL, James R. Squire, W. Edward Conger, and Ronald R. Kline. 2.2 Non-Negotiable Subordinated Promissory Note, dated November 12, 2001, payable by Reynolds, Smith and Hills, Inc. to Cesar E. Sylva LL. 2.3 Buy-Sell Agreement, dated November 12, 2001, among Reynolds, Smith and Hills, Inc., Cesar E. Sylva LL, James R. Squire, W. Edward Conger, and Ronald R. Kline.

REYNOLDS SMITH & HILLS INC 8-K