<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER 1-7427
VERITAS DGC INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 76-0343152
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3701 KIRBY DRIVE, SUITE #112
HOUSTON, TEXAS 77098
(Address of principal executive offices) (Zip Code)
</TABLE>
(713) 512-8300
(Registrant's telephone number, including area code)
NO CHANGES
(Former name, former address and former 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
The number of shares of the Company's common stock (the "Common Stock"), $.01
par value, outstanding at May 31, 2000 was 26,763,912 (including 2,019,134
Veritas Energy Services Inc. exchangeable which are identical to the Common
Stock in all material respects).
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<PAGE> 2
VERITAS DGC INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
================================================================================
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
PART I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income and Comprehensive Income -
For the Three and Nine Months Ended April 30, 2000 and 1999 1
Consolidated Balance Sheets - April 30, 2000 and July 31, 1999 2
Consolidated Statements of Cash Flows -
For the Nine Months Ended April 30, 2000 and 1999 3
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures
Regarding Market Risk 12
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 17
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERITAS DGC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
------------------------ ------------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
REVENUES $ 93,742 $ 74,610 $ 253,442 $ 323,061
COSTS AND EXPENSES:
Cost of services
Operating expenses 62,931 47,416 166,256 217,477
Research and development 2,079 2,214 6,119 5,679
Depreciation and amortization 17,490 17,415 54,328 51,999
Selling, general & administrative 4,569 4,525 12,279 13,582
Interest expense 3,605 3,553 10,595 9,156
Other income (822) (1,496) (1,997) (3,899)
---------- ---------- ---------- ----------
Total costs and expenses 89,852 73,627 247,580 293,994
Income before provision for income taxes and equity in
loss of joint venture 3,890 983 5,862 29,067
Provision for income taxes 1,411 292 2,474 9,231
Equity in (earnings) loss of joint venture (60) 186 259 273
---------- ---------- ---------- ----------
Net income before extraordinary charge 2,539 505 3,129 19,563
Extraordinary loss on debt repurchase (net of tax, $95) 187
---------- ---------- ---------- ----------
Net income $ 2,539 $ 505 $ 2,942 $ 19,563
Other comprehensive income (loss) (net of tax - $0 in both periods)
Foreign currency translation adjustments (1,649) 1,826 588 (1,427)
Unrealized gain (loss) on investments-available for sale 356 (837) (923) (837)
---------- ---------- ---------- ----------
Comprehensive income $ 1,246 $ 1,494 $ 2,607 $ 17,299
========== ========== ========== ==========
PER SHARE:
BASIC
Net income per common share before extraordinary item $ .10 $ .02 $ .12 $ .86
Net loss per common share from extraordinary item
---------- ---------- ---------- ----------
Net income per common share $ .10 $ .02 $ .12 $ .86
========== ========== ========== ==========
Weighted average common shares 26,080 22,756 25,055 22,721
========== ========== ========== ==========
DILUTED
Net income per common share before extraordinary item $ .09 $ .02 $ .12 $ .85
Net loss per common share from extraordinary item (.01)
---------- ---------- ---------- ----------
Net income per common share $ .09 $ .02 $ .11 $ .85
========== ========== ========== ==========
Weighted average common shares 26,817 22,982 25,631 22,923
========== ========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
1
<PAGE> 4
VERITAS DGC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
APRIL 30, JULY 31,
2000 1999
------------ ------------
Unaudited
(In thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 35,476 $ 73,447
Restricted cash investments 202 300
Accounts and notes receivable (net of allowance: April $2,248; July $3,038) 108,982 113,761
Materials and supplies inventory 4,964 4,417
Prepayments and other 9,206 8,259
Investments-available for sale 4,119 3,671
------------ ------------
Total current assets 162,949 203,855
Property and equipment 398,085 357,397
Less accumulated depreciation 253,046 201,026
Plus assets held for sale (see Note 2) 4,938
------------ ------------
Property and equipment - net 149,977 156,371
Multi-client data library 211,410 138,753
Investment in and advances to joint venture 2,381 2,640
Goodwill (net of accumulated amortization: April $4,510; July $3,683) 10,502 2,159
Deferred tax asset 34,232 23,120
Long term notes receivable (net of allowance: $1,000 in both periods) 4,062 3,696
Other assets 11,175 11,252
------------ ------------
Total $ 586,688 $ 541,846
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 129 $ 240
Accounts payable - trade 32,142 26,243
Accrued interest 566 4,010
Other accrued liabilities 41,490 48,640
Income taxes payable 2,136 5,472
------------ ------------
Total current liabilities 76,463 84,605
Non-current liabilities:
Long-term debt - less current maturities 135,000 135,011
Other non-current liabilities 10,780 6,672
------------ ------------
Total non-current liabilities 145,780 141,683
Stockholders' equity:
Preferred stock, $.01 par value; authorized: 1,000,000 shares; none issued
Common stock, $.01 par value; authorized: 40,000,000 shares; issued: 24,551,735 shares at
April and 21,470,938 shares at July (excluding exchangeable shares of 2,033,027
at April and 1,505,595 at July) 245 214
Additional paid-in capital 254,768 208,749
Accumulated earnings (from August 1, 1991 with respect to Digicon Inc.) 117,594 114,652
Accumulated comprehensive income:
Cumulative foreign currency translation adjustment (3,764) (4,352)
Unrealized loss on investments-available for sale (1,480) (557)
Unearned compensation (1,010) (602)
Treasury stock, at cost; 109,785 shares at April and 150,068 shares at July (1,908) (2,546)
------------ ------------
Total stockholders' equity 364,445 315,558
------------ ------------
Total $ 586,688 $ 541,846
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
2
<PAGE> 5
VERITAS DGC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
NINE MONTHS ENDED
APRIL, 30
------------------------
2000 1999
---------- ----------
(In thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,942 $ 19,563
Non-cash items included in net income:
Depreciation and amortization 54,328 51,999
Net loss on disposition of property and equipment 182 530
Equity in loss of joint venture 259 273
Amortization of multi-client data library 745 1,104
Deferred taxes (9,576) 10,154
Amortization of unearned compensation 513 318
Change in operating assets/liabilities:
Accounts and notes receivable 6,761 26,684
Materials and supplies inventory (515) 106
Prepayments and other (1,833) 8,007
Multi-client data library (72,151) (67,955)
Accounts payable and other accrued liabilities (9,451) (20,313)
Income taxes payable (1,362) (11,737)
Other non-current liabilities 4,108 222
Other (800) (1,795)
---------- ----------
Total cash (used in) provided by operating activities (25,850) 17,160
FINANCING ACTIVITIES:
Net (payments) borrowings on long-term debt (296) 59,768
Senior notes issue costs (34) (1,882)
Net proceeds from sale of common stock 20,063 1,009
Purchase of treasury stock (145) (2,859)
---------- ----------
Total cash provided by financing activities 19,588 56,036
INVESTING ACTIVITIES:
Decrease (increase) in restricted cash investments 98 (108)
Decrease in investment in and advances to joint venture 1,183
Acquisitions, net of cash received (2,262) (704)
Sale of KC Offshore, net 6,935
Purchase of property and equipment (39,505) (34,651)
Sale of property and equipment 3,036 284
---------- ----------
Total cash used by investing activities (31,698) (33,996)
Currency loss on foreign cash (11) (1,427)
---------- ----------
Change in cash and cash equivalents (37,971) 37,773
Beginning cash and cash equivalents balance 73,447 40,089
---------- ----------
Ending cash and cash equivalents balance $ 35,476 $ 77,862
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE> 6
VERITAS DGC INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
NINE MONTHS ENDED
APRIL 30,
--------------------------
2000 1999
---------- ----------
(In thousands)
<S> <C> <C>
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Increase in property and equipment for accounts payable - trade $ 713 $ 4,560
Utilization of net operating loss carryforwards existing prior to the quasi-reorganization
resulting in an increase (decrease) in:
Deferred tax asset valuation allowance (212) (1,019)
Additional paid-in capital 212 1,019
Treasury stock issued for purchase of Time Seismic Exchange Ltd. 664
Treasury stock issued in lieu of cash for bonuses payable 974
Restricted stock issued for future services resulting in an increase in additional paid-in capital
and unearned compensation 783 42
Treasury stock issued for future services resulting in an increase (decrease ) in:
Additional paid-in-capital 138 (144)
Unearned compensation 921 289
Stock and options issued for purchase of Enertec Resource Services Inc. (net of cash received) 25,189
Settlement of accounts receivable and interest payments from investments-available for sale 1,371
Reclass accounts and notes receivable, net to long term notes receivable, net 3,696
Reclass accounts and notes receivable to investments-available for sale 3,510
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest -
Senior notes 13,163 10,026
Equipment purchase obligations 17 30
Other 859 590
Income taxes 9,696 9,994
</TABLE>
See Notes to Consolidated Financial Statements
4
<PAGE> 7
VERITAS DGC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION
Veritas DGC Inc. ("Veritas DGC") provides seismic data acquisition, data
processing, multi-client data sales and exploration and development information
services to the petroleum industry in selected markets worldwide. The
accompanying consolidated financial statements include the accounts of Veritas
DGC and all majority-owned domestic and foreign subsidiaries. Investment in a
joint venture is accounted for on the equity method. All material intercompany
balances and transactions have been eliminated. All material adjustments
consisting only of normal recurring adjustments that, in the opinion of
management are necessary for a fair statement of the results for the interim
periods, have been reflected. These interim financial statements should be read
in conjunction with the annual consolidated financial statements of Veritas DGC.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This standard requires companies to record
derivative financial instruments on the balance sheet as assets or liabilities,
as appropriate, at fair value. Gains or losses resulting from changes in the
fair values of those derivatives are accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting. Veritas DGC will be
required to implement this statement in its first quarter of fiscal year 2001.
Veritas DGC believes that the implementation of this standard will not have a
material effect on its consolidated financial position or results of operations.
2. PURCHASE OF ENERTEC RESOURCE SERVICES INC.
On September 30, 1999, Veritas DGC, Veritas Energy Services Inc. ("VESI") and
Enertec Resource Services Inc. ("Enertec"), a Canadian company, consummated a
business combination (the "Combination") whereby Enertec became a wholly owned
subsidiary of VESI. As a result of the Combination, each share of Enertec stock
was converted into the right to receive VESI Class A Exchangeable Series 1 stock
(the "Exchangeable" shares) at an exchange ratio of 0.345 of a share of the
Exchangeable stock for each share of Enertec. All of the holders of Enertec
common shares became holders of Exchangeable shares and accordingly, 2,437,527
shares of Exchangeable stock were issued. Each Exchangeable share is
convertible, at the option of the shareholder, into one share of Veritas DGC's
common stock. Outstanding options to purchase shares of Enertec stock were
converted into options to purchase approximately 236,000 shares of Veritas DGC's
common stock at the exchange ratio of 0.345 of a Veritas DGC stock option for
each Enertec option.
The total purchase price of Enertec was approximately $28.0 million, comprised
of approximately $24.8 million of stock, $0.9 million of Veritas DGC options and
$2.3 million of business combination costs. The acquisition was accounted for as
a purchase with the preliminary allocation of purchase price, in accordance with
APB 16, yielding approximately $5.9 million of current assets, $13.4 million of
property and long-term assets, $2.6 million of liabilities and $11.3 million of
goodwill. Goodwill will be amortized over no more than ten years.
5
<PAGE> 8
VERITAS DGC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
Certain seismic acquisition assets obtained through the Enertec transaction are
being held for sale. These assets have been assigned an estimated fair market
value of $4.9 million based on the current sales prices of equivalent equipment
in the marketplace. This amount has been classified on the balance sheet, under
property and equipment, as assets held for sale. Veritas DGC anticipates that
most of the equipment will be disposed of within one year of its acquisition
On April 28, 2000 Veritas DGC sold its marine high resolution survey business,
KC Offshore, L.L.C. and its subsidiary Kinco Operating, Inc., to the Racal
Corporation for $6.9 million, net after settlement of intercompany accounts.
These assets had previously been classified as assets held for sale and valued
at $9.0 million.
The after tax losses associated with the assets held for sale, including those
sold to the Racal Corporation, were excluded from income and accounted for as an
adjustment to the carrying value of the assets. The excluded after tax losses
for the quarter and nine months ended April 30, 2000 were $315 and $560,
respectively.
Pro forma revenue, net income before extraordinary item, net income and earnings
per share of the combined Veritas DGC/Enertec entity, presented as if the
Combination had occurred on August 1, 1999 and 1998, are shown below. This pro
forma financial information is not necessarily indicative of the actual results
that would have been achieved had the Combination occurred at the beginning of
the periods presented.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenue $ 93,742 $ 81,139 $ 258,811 $ 347,232
Net income before extraordinary item $ 2,539 $ (305) $ 3,362 $ 17,932
Net income $ 2,539 $ (305) $ 3,175 $ 17,932
Earnings per share:
Basic
Net income per common share before
extraordinary item 0.10 (0.01) 0.13 0.71
Net income per common share 0.10 (0.01) 0.13 0.71
Diluted
Net income per common share before
extraordinary item 0.09 (0.01) 0.12 0.71
Net income per common share 0.09 (0.01) 0.12 0.71
</TABLE>
3. INVESTMENT IN INDONESIAN JOINT VENTURE
Veritas DGC owns 80% of an Indonesian joint venture (now known as P.T. Veritas
DGC Mega Pratama). The joint venture is accounted for under the equity method
due to provisions in the joint venture agreement that gives minority
shareholders the right to exercise control. Summarized financial information is
as follows:
6
<PAGE> 9
VERITAS DGC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
<TABLE>
<CAPTION>
April 30, July 31,
2000 1999
-------- --------
(In thousands)
<S> <C> <C>
Current assets $ 1,109 $ 1,380
Property and equipment, net 110 314
Multi-client data library 2,854
-------- --------
Total assets $ 4,073 $ 1,694
======== ========
Current liabilities $ 466 $ 438
Advances from affiliates 15,122 12,479
Stockholders' deficit:
Common stock 2,576 2,576
Accumulated deficit (14,091) (13,799)
-------- --------
Total stockholders' deficit (11,515) (11,223)
-------- --------
Total liabilities and stockholders' deficit $ 4,073 $ 1,694
======== ========
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
Revenues $ 355 $ 1,123 $ 1,304 $ 1,907
Cost and expenses:
Cost of services 267 1,220 1,327 1,834
Depreciation and amortization 83 84 253 254
Other (income) expense (55) 5 (17) 92
-------- -------- -------- --------
Total costs and expenses 295 1,309 1,563 2,180
-------- -------- -------- --------
Net income (loss) $ 60 $ (186) $ (259) $ (273)
======== ======== ======== ========
</TABLE>
4. LONG-TERM DEBT
Long-term debt is as follows:
<TABLE>
<CAPTION>
April 30, July 31,
2000 1999
---------- ----------
(In thousands)
<S> <C> <C>
Senior notes due October 2003, at 9 3/4% $ 135,000 $ 135,000
Equipment purchase obligations maturing through
September 2000, at a weighted average rate of
10% 251
Equipment purchase obligations maturing through
July 2001, at 8.75% 129
---------- ----------
Total 135,129 135,251
Less current maturities 129 240
---------- ----------
Due after one year $ 135,000 $ 135,011
========== ==========
</TABLE>
The senior notes are due in October 2003 with interest payable semi-annually at
9 3/4% per annum. The senior notes are unsecured and are effectively
subordinated to secured debt of Veritas DGC with respect to the assets securing
such debt and to all debt of its subsidiaries whether secured or unsecured. The
indenture relating to the senior notes contains certain covenants that limit
Veritas DGC's ability to, among other things, incur additional debt, pay
dividends and complete mergers, acquisitions and sales of assets. Upon a change
in control of Veritas DGC, as defined in the indenture, the holders of the
senior notes have the right to require Veritas DGC to purchase all or a portion
of such holder's senior note at a price equal to 101% of the aggregate principal
amount. Veritas DGC has the right to redeem the senior notes, in whole or part,
on or after October 15, 2000. On September 24, 1999, Veritas DGC repurchased
$5.5 million of 9 3/4% senior notes on the open market at a price of
$5.7 million, resulting in an
7
<PAGE> 10
extraordinary loss of $0.2 million, net of tax. On December 3, 1999, Veritas DGC
reissued $1.0 million of 9 3/4% senior notes at a price of $1.0 million. On
December 10, 1999, Veritas DGC reissued $4.6 million of 9 3/4% senior notes at a
price of $4.7 million.
Veritas DGC maintains a revolving credit agreement due July 2001 with commercial
lenders that provides advances up to $50.0 million. Advances are limited by a
borrowing base, which is in excess of the credit limit at April 30, 2000 and
bears interest, at Veritas DGC's election, at LIBOR plus a margin or prime rate
based on certain financial ratios maintained by Veritas DGC. Advances are
secured by certain accounts receivable. Covenants in the agreement limit, among
other things, Veritas DGC's right to take certain actions, including creating
indebtedness. In addition, the agreement requires Veritas DGC to maintain
certain financial ratios. No advances were outstanding at April 30, 2000 and
July 31, 1999 under the credit agreement, although $5.8 million in letters of
credit had been issued under the facility.
Veritas DGC's equipment purchase obligations represent installment loans and
capitalized lease obligations primarily related to computer and seismic
equipment.
5. OTHER ACCRUED LIABILITIES
Other accrued liabilities include the following:
<TABLE>
<CAPTION>
April 30, July 31,
2000 1999
--------------- --------------
(In thousands)
<S> <C> <C>
Accrued payroll and benefits $ 8,709 $ 5,518
Deferred revenues $ 13,867 $ 10,717
Accrued taxes other than income $ 4,621 $ 12,086
</TABLE>
6. OTHER INCOME
Other income consists of the following:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
---------------------- ----------------------
2000 1999 2000 1999
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
Interest income $ (914) $ (1,267) $ (2,457) $ (2,721)
Net loss on disposition of property and equipment 74 211 182 530
Net foreign currency exchange losses (gains) 18 (420) 256 (1,549)
Other (20) 22 (159)
-------- -------- -------- --------
Total $ (822) $ (1,496) $ (1,997) $ (3,899)
======== ======== ======== ========
</TABLE>
8
<PAGE> 11
7. EARNINGS PER COMMON SHARE
Earnings (losses) per common share - basic and diluted are computed as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
---------------------- ---------------------
2000 1999 2000 1999
-------- -------- -------- --------
(In thousands, except per per share amounts)
<S> <C> <C> <C> <C>
Net income before extraordinary item $ 2,539 $ 505 $ 3,129 $ 19,563
Extraordinary loss on debt repurchase 187
-------- -------- -------- --------
Net income $ 2,539 $ 505 $ 2,942 $ 19,563
======== ======== ======== ========
Weighted average common shares 26,080 22,756 25,055 22,721
Basic
Net income per common share before extraordinary item $ .10 $ .02 $ .12 $ .86
Net loss per common share from extraordinary item
-------- -------- -------- --------
Net income per common share $ .10 $ .02 $ .12 $ .86
======== ======== ======== ========
Weighted average common shares - assuming dilution:
Weighted average common shares 26,080 22,756 25,055 22,721
Shares issuable from assumed conversion of:
Options 737 226 576 202
Warrants
-------- -------- -------- --------
Total 26,817 22,982 25,631 22,923
======== ======== ======== ========
Diluted
Net income per common share before extraordinary item $ .09 $ .02 $ .12 $ .85
Net loss per common share from extraordinary item (.01)
-------- -------- -------- --------
Net income per common share $ .09 $ .02 $ .11 $ .85
======== ======== ======== ========
</TABLE>
VESI exchangeable shares, which were issued in business combinations, and may be
exchanged for Veritas DGC's common stock and are identical to Veritas DGC's
common stock in all material respects, are included in the above computations.
The following options to purchase common shares have been excluded from the
computation assuming dilution because the options' exercise prices exceeded the
average market price of the underlying common shares as of the date the period
ended.
<TABLE>
<CAPTION>
Nine Months
Three Months Ended Ended
April 30, April 30,
---------------------------------------- -------------------------------------------
2000 1999 2000 1999
----------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Number of options 725,314 837,966 1,372,340 812,131
Exercise price range $19 3/8 - $55 1/8 $12 5/16 - $56 1/2 $17 1/16 - $55 1/8 $16 5/16 - $56 1/2
Expiring through March 2010 March 2009 March 2010 November 2008
</TABLE>
9
<PAGE> 12
8. UNREALIZED LOSS ON INVESTMENTS-AVAILABLE FOR SALE
In April 1999, Veritas DGC exchanged a $4.7 million account receivable from
Miller Exploration Company ("Miller"), a publicly traded company, for a long
term note receivable paying 18% interest. Interest is paid in common stock
warrants, with an exercise price of $0.01 per share, in advance, at six month
intervals. The common stock underlying these warrants has been registered with
the SEC. In addition, Veritas DGC exchanged a $4.1 million account receivable
from Brigham Exploration Company ("Brigham"), a publicly traded company, for
1,211,580 shares of Brigham common stock. The cost basis of the investments
available for sale is determined by the fair market value on the date received.
<TABLE>
<CAPTION>
April 30, 2000 July 31, 1999
------------------------------------- -------------------------------------
Unrealized Unrealized
Cost Basis (Loss) Fair Value Cost Basis (Loss)/Gain Fair Value
---------- ---------- ---------- ---------- ----------- -----------
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Brigham common stock $ 4,099 $(1,070) $ 3,029 $ 3,809 $(1,143) $ 2,666
Miller Warrants 1,500 (410) 1,090 419 586 1,005
------- ------- ------- ------- ------- -------
$ 5,599 $(1,480) $ 4,119 $ 4,228 $ (557) $ 3,671
======= ======= ======= ======= ======= =======
</TABLE>
9. INCOME TAXES
The increase in the effective tax rate results from unbenefitted losses in
certain countries and the inability to use foreign tax credits in the current
year.
10
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This report contains forward-looking statements that involve risks and
uncertainties. Veritas DGC's actual results could differ materially from those
anticipated in the forward-looking statements as a result of certain factors
which are more fully described in other reports filed with the Securities and
Exchange Commission and which include changes in market conditions in the oil
and gas industry as well as declines in prices of oil and gas.
RESULTS OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 2000 COMPARED WITH THREE MONTHS ENDED APRIL 30,
1999
Revenues. Revenues increased 26%, from $74.6 million to $93.7 million.
Multi-client revenue increased 37%, from $33.8 million to $46.4 million. This is
a reflection of Veritas DGC's expansion of its multi-client business in the Gulf
of Mexico and Brazil. Contract revenue increased 16%, from $40.8 million to
$47.3 million, driven by an increase in the utilization of land acquisition
crews from seven to nine.
Cost of services. Cost of services increased 31%, from $49.6 million to $65.0
million. However, cost of services as a percent of revenues increased from 67%
to 69%.
Depreciation and amortization. Depreciation and amortization expense remained
relatively the same. An increase in depreciation as a result of the Enertec
acquisition and capital spending is offset by a decrease due to fully
depreciated assets in Oman. Gross property and equipment, excluding assets held
for sale, increased by $43.6 million, or 13% between the comparative income
statement period ending dates.
Selling, general and administrative. Selling, general and administrative expense
remained relatively the same.
Interest expense. Interest expense remained essentially flat, with long term
debt being the same in both quarters.
Other income. Other income decreased from $1.5 million to $0.8 million. Interest
income in the current period was $.9 million, versus $1.3 million last year, due
to a decrease in cash between the comparative period ending dates. A currency
gain of $.4 million in the prior year contributed to the remaining difference.
Income taxes. Income taxes increased from a provision of $0.3 million to $1.4
million as a result of Veritas DGC's higher earnings in the current quarter. The
increase in the effective tax rate from 30% to 36% is due to unbenefitted losses
in certain countries and the inability to use foreign tax credits in the current
year.
Equity in (earnings) loss of joint venture. Equity in (earnings) loss of joint
venture is related to the Indonesian joint venture. An increase in marine
contract work in Jakarta accounts for the increased profitability in the current
quarter.
NINE MONTHS ENDED APRIL 30, 2000 COMPARED WITH NINE MONTHS ENDED APRIL 30, 1999
Revenues. Revenues decreased 22%, from $323.1 million to $253.4 million.
Multi-client revenue decreased 1%, from $129.3 million to $128.6 million, while
contract revenue decreased 36%, from $193.8 million to $124.8 million. The
overall decrease is due to the continuing downturn in exploration spending, but
the relatively flat multi-client numbers reflects Veritas DGC's increased
investment in its multi-client data base as well as an increasing industry trend
to acquire seismic data by licensing it on a multi-client basis.
Cost of services. Cost of services decreased 23%, from $223.2 million to $172.4
million. However, cost of services as a percent of revenues decreased from 69%
to 68%.
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Depreciation and amortization. Depreciation and amortization expense increased
by 4%, from $52.0 million to $54.3 million, due to capital spending and the
Enertec acquisition. Gross property and equipment, excluding assets held for
sale, increased by $43.6 million, or 13%, between the comparative income
statement period ending dates.
Selling, general and administrative. Selling, general and administrative expense
decreased by 10%, from $13.6 million to $12.3 million. The termination of a
process improvement project in fiscal year 1999 and lower property tax accruals
in the first quarter of fiscal year 2000 were the primary reasons for the
reduction.
Interest expense. Interest expense increased from $9.2 million to $10.6 million
due to the addition of $60.0 million of 9 3/4% senior notes at the end of
October 1998.
Other income. Other income decreased from $3.9 million to $2.0 million. Most of
the difference is due to $0.3 million of additional interest income and $1.5
million of foreign currency exchange gains during the previous fiscal year.
Income taxes. Income taxes decreased from a provision of $9.2 million to $2.5
million as a result of Veritas DGC's lower earnings in the current year. The
increase in the effective tax rate from 32% to 42% is due to unbenefitted losses
in certain countries and the inability to use foreign tax credits in the current
year.
Equity in (earnings) loss of joint venture. Equity in (earnings) loss of joint
venture is related to the Indonesian joint venture. Decrease in marine contract
work accounts for the decreased profitability in the current fiscal year.
Extraordinary loss on debt repurchase. On September 24, 1999, Veritas DGC
repurchased $5.5 million of its 9 3/4% senior notes on the open market at a
price of $5.7 million. The excess of purchase price over face value and the
write off of the pro rata debt issuance costs associated with the notes are
reported as an extraordinary item, net of tax.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES REGARDING MARKET RISK
There have been no significant changes that would effect market risk since
July 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
SOURCES AND USES
Veritas DGC's internal sources of liquidity are cash, cash equivalents and cash
flow from operations. External sources include public and private financing, the
unutilized portion of a revolving credit facility, equipment financing and trade
credit.
As of April 30, 2000, Veritas DGC had $135.0 million in senior notes outstanding
due in October 2003. Veritas DGC also has a revolving credit facility due July
2001 from commercial lenders that provides advances up to $50.0 million.
Advances are limited by a borrowing base, which is in excess of the credit limit
at April 30, 2000 and bear interest, at Veritas DGC's election, at LIBOR plus a
margin or prime rate based on certain financial ratios maintained by Veritas
DGC. Advances are secured by certain accounts receivable. As of April 30, 2000,
there are no outstanding advances under the credit facility, but $5.8 million of
the credit facility has been utilized for letters of credit, leaving $44.2
million available for borrowings.
In April 2000, Veritas DGC sold KC Offshore, L.L.C. and its subsidiary Kinco
Operating, Inc. for $8.6 million. The net cash received, after settlement of
intercompany accounts, was $6.9 million. KC Offshore was an operating unit of
Enertec Resource Services Inc., which was acquired by Veritas DGC in September
1999.
Veritas DGC requires significant amounts of working capital to support its
operations and fund capital spending and research and development programs.
Veritas DGC's current capital expenditure forecast for fiscal 2000 is
approximately $56.0 million, which includes expenditures of approximately $25.0
million
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<PAGE> 15
to maintain or replace current operating equipment. Research and development
expenditures for fiscal 2000 are budgeted at $8.3 million. Veritas DGC has also
increased its multi-client activity and significantly expanded its multi-client
data library. Because of the elapsed time between survey execution, sale and
ultimate cash receipt, multi-client work generally requires greater amounts of
working capital than contract work. Depending upon the timing of the sales of
the multi-client surveys and the contract terms relating to the collection of
the proceeds from such sales, Veritas DGC's liquidity may be affected. Veritas
DGC seeks pre-funding commitments from customers for a portion of the cost of
these surveys. However, because of market conditions, customer purchase
commitment levels are currently much lower than in past years. Veritas DGC
believes that these multi-client surveys have good long-term sales, earnings and
cash flow potential, but there is no assurance that Veritas DGC will recover the
costs of these surveys. In addition to the capital expenditure budget, the
planned net investment in the multi-client data library (the change in the
balance sheet account) for fiscal 2000 is $81.0 million.
Veritas DGC will require substantial cash flow to continue operations on a
satisfactory basis, complete its capital expenditure and research and
development programs and meet its principal and interest obligations with
respect to outstanding indebtedness. While management believes that Veritas DGC
has adequate sources of funds to meet its liquidity needs, its ability to meet
its obligations depends on its future performance, which, in turn, is subject to
general economic conditions, business and other factors beyond Veritas DGC's
control. Key factors affecting future results will include utilization levels of
acquisition and processing assets and the level of multi-client data library
sales, all of which are driven by exploration spending and, ultimately, by
underlying commodity prices.
If Veritas DGC is unable to generate sufficient cash flow from operations or
otherwise to comply with the terms of its revolving credit facility or
indentures, it may be required to refinance all or a portion of its existing
debt or obtain additional financing. Veritas DGC cannot make any assurances that
it would be able to obtain such refinancing or financing, or any refinancing or
financing would result in a level of net proceeds required.
To ensure that Veritas DGC has available as many financing options as possible,
it has filed a shelf registration allowing the issuance of up to $200 million in
debt, preferred stock or common stock. On October 26, 1999 Veritas DGC filed a
prospectus supplement relating to the sale of up to 2.0 million shares of
Veritas DGC common stock, from time to time through ordinary brokerage
transactions, under the currently effective shelf registration. As of April 30,
2000, Veritas DGC has issued 0.7 million shares under this prospectus
supplement, generating $15.4 million in proceeds.
OTHER
Since Veritas DGC's quasi-reorganization with respect to Digicon Inc. on July
31, 1991, the tax benefits of net operating loss carryforwards existing at the
date of the quasi-reorganization have been recognized through a direct addition
to paid-in capital, when realization is more likely than not. Additionally, the
utilization of the net operating loss carryforwards existing at the date of the
quasi-reorganization is subject to certain limitations. During the nine months
ended April 30, 2000, Veritas DGC recognized $0.2 million of these benefits, due
to increased profitability of Veritas DGC's U.K. operations.
Veritas DGC maintains operations in Europe, which are predominately conducted
from its U.K. offices. Although the U.K. has not currently elected to convert to
the new "euro" currency, Veritas DGC does have transactions with companies in
countries that have adopted the new currency. Veritas DGC has made a preliminary
assessment and does not anticipate any material effect to the consolidated
financial statements as a result of the new currency.
See Note 1 of Notes to Consolidated Financial Statements regarding new
accounting pronouncements not yet adopted.
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<PAGE> 16
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS FILED WITH THIS REPORT:
Exhibit
-------
3-A) Restated Certificate of Incorporation with amendments of
Digicon Inc. dated August 30, 1996. (Exhibit 3.1 to Veritas
DGC Inc.'s Current Report on Form 8-K dated September 16, 1996
is incorporated herein by reference.)
3-B) Certificate of Ownership and Merger of New Digicon Inc. and
Digicon Inc. (Exhibit 3-B to Digicon Inc.'s Registration
Statement No. 33-43873 dated November 12, 1991 is incorporated
herein by reference.)
3-C) By-laws of new Digicon Inc. dated June 24, 1991. (Exhibit 3-C
to Digicon Inc.'s Registration Statement No. 33-43873 dated
November 12, 1991 is incorporated herein by reference.)
3-D) Certificate of Amendment to Restated Certificate of
Incorporation of Veritas DGC Inc. dated September 30, 1999.
(Exhibit 3-D to Veritas DGC Inc.'s Form 10-K for the year
ended July 31, 1999 is incorporated herein by reference.)
3-F) By-laws of Veritas DGC Inc. as amended and restated March 7,
2000. (Exhibit 3-E to Veritas DGC Inc.'s Form 10-Q for the
quarter ended January 31, 2000 is incorporated herein by
reference.)
4-A) Specimen certificate for Senior Notes (Series A). (Included as
part of Section 2.2 Exhibit 4-B to Veritas DGC Inc.'s
Registration Statement No. 333-12481 dated September 20, 1996
is incorporated herein by reference.)
4-B) Form of Trust Indenture relating to the 9 3/4% Senior Notes
due 2003 of Veritas DGC Inc. between Veritas DGC Inc. and
Fleet National Bank, as trustee. (Exhibit 4-B to Veritas DGC
Inc.'s Registration Statement No. 333-12481 dated September
20, 1996 is incorporated herein by reference.)
4-C) Specimen Veritas DGC Inc. Common Stock certificate. (Exhibit
4-C to Veritas DGC Inc.'s Form 10-K for the year ended July
31, 1996 is incorporated herein by reference.)
4-D) Rights Agreement between Veritas DGC Inc. and ChaseMellon
Shareholder Services, L.L.C. dated May 15, 1997. (Exhibit 4.1
to Veritas DGC Inc.'s Current Report on Form 8-K dated May 27,
1997 is incorporated herein by reference.)
4-E) Form of Restricted Stock Grant Agreement. (Exhibit 4.8 to
Veritas DGC Inc.'s Registration Statement No. 333-48953 dated
March 31, 1998 is incorporated herein by reference.)
*4-F) Veritas DGC Inc. Restricted Stock Plan (As amended and
restated March 7, 2000.)
4-G) Key Contributor Incentive Plan as Amended and Restated dated
March 9, 1999. (Exhibit 4.9 to Veritas DGC Inc.'s Registration
Statement No. 333-74305 dated March 12, 1999 is incorporated
herein by reference.)
4-H) Specimen for Senior Notes (Series C). (Exhibit 4-K to Veritas
DGC Inc.'s Form 10-Q for the quarter ended January 31, 1999 is
incorporated herein by reference.)
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<PAGE> 17
4-I) Indentures relating to the 9 3/4% Senior Notes due 2003,
Series B and Series C of Veritas DGC Inc. between Veritas DGC
Inc. and State Street Bank and Trust Company dated October 28,
1998. (Exhibit 4.3 to Veritas DGC Inc.'s Current Report on
Form 8-K dated November 12, 1998 is incorporated herein by
reference.)
9-A) Voting and Exchange Trust Agreement dated August 30, 1996
among Digicon Inc., Veritas Energy Services Inc. and the R-M
Trust Company dated August 30, 1996. (Exhibit 9.1 to Veritas
DGC Inc.'s Current Report on Form 8-K dated September 16, 1996
is incorporated herein by reference.)
9-B) Voting and Exchange Trust Agreement dated September 30, 1999
among Veritas DGC Inc., Veritas Energy Services Inc. and the
CIBC Mellon Trust Company. (Exhibit 9-B to Veritas DGC Inc.'s
Form 10-K for the year ended July 31, 1999 is incorporated
herein by reference.)
10-A) Support Agreement between Digicon Inc. and Veritas Energy
Services Inc. dated August 30, 1996. (Exhibit 10.1 to Veritas
DGC Inc.'s Current Report on Form 8-K dated August 30, 1996 is
incorporated herein by reference.)
*10-B) 1992 Non-Employee Director Stock Option Plan (As amended and
restated March 7, 2000.)
*10-C) 1992 Employee Nonqualified Stock Option Plan (As amended and
restated March 7, 2000.)
10-D) 1997 Employee Stock Purchase Plan. (Exhibit 4.1 to Veritas DGC
Inc.'s Registration Statement No. 333-38377 dated October 21,
1997 is incorporated herein by reference.)
10-E) Restricted Stock Agreement between Veritas DGC Inc. and
Anthony Tripodo dated April 1, 1997. (Exhibit 10-O to Veritas
DGC Inc.'s Form 10-K for the year ended July 31, 1997 is
incorporated herein by reference.)
10-F) Employment Agreement executed by David B. Robson. (Exhibit
10-L to Veritas DGC Inc.'s Form 10-K for the year ended July
31, 1997 is incorporated herein by reference.)
10-G) Employment Agreement executed by Stephen J. Ludlow. (Exhibit
10-B to Veritas DGC Inc.'s Form 10-Q for the quarter ended
April 30, 1997 is incorporated herein by reference.)
10-H) Employment Agreement executed by Anthony Tripodo. (Refer to
Exhibit 10-I to Veritas DGC Inc.'s Form 10-Q for the quarter
ended April 30, 1997 is incorporated herein by reference.)
10-I) Employment Agreement executed by Rene M.J. VandenBrand.
(Exhibit 10-N to Veritas DGC Inc.'s Form 10-K for the year
ended July 31, 1997 is incorporated herein by reference.)
10-J) Employment Agreement executed by Timothy L. Wells. (Exhibit
10-J to Veritas DGC Inc.'s Form 10-K for the year ended July
31, 1999 is incorporated herein by reference.)
10-K) Credit Agreement among Veritas DGC Inc., as borrower, and Bank
One, Texas, N.A., as issuing bank, as a bank and agent for the
banks, and the banks therein named dated November 1, 1999.
(Exhibit 10-N to Veritas DGC Inc.'s Form 10-Q for the quarter
ended October 31, 1999 is incorporated herein by reference.)
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<PAGE> 18
10-L) Sales agency agreement between Veritas DGC Inc. and
PaineWebber Incorporated, dated October 26, 1999. (Exhibit 1.1
to Veritas DGC Inc.'s Form 8-K filed on October 26, 1999 is
incorporated herein by reference.)
*10-M) Form of Indemnity Agreement between Veritas DGC Inc. and its
executive officers and directors (as amended and restated
March 7, 2000.)
10-N) Employment Agreement executed by Richard C. White. (Exhibit
10-Q to Veritas DGC Inc's Form 10-Q for the quarter ended
January 31, 2000 is incorporated herein by reference.)
*10-O) Indemnity Agreement between Veritas DGC Inc. and Richard C.
White.
*27) Financial Data Schedule.
* Filed herewith
b) REPORTS ON FORM 8-K
Veritas DGC did not file a Form 8-K during the quarter ended April 30, 2000.
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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, on the 14th day of June 2000.
VERITAS DGC INC.
By: /s/ Richard C. White
-------------------------------------
RICHARD C. WHITE
Chief Executive Officer
/s/ Anthony Tripodo
-------------------------------------
ANTHONY TRIPODO
Executive Vice President,
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4-F Veritas DGC Inc. Restricted Stock Plan (As amended
and restated March 7, 2000.)
10-B 1992 Non-Employee Director Stock Option Plan (As
amended and restated March 7, 2000.)
10-C 1992 Employee Nonqualified Stock Option Plan (As
amended and restated March 7, 2000.)
10-M Form of Indemnity Agreement between Veritas DGC Inc.
and its executive officers and directors (as amended
and restated March 7, 2000.)
10-O Indemnity Agreement between Veritas DGC Inc. and
Richard C. White.
27 Financial Data Schedule.
</TABLE>
