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<PAGE> 1
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q/A
(AMENDMENT NO. 1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 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)
DELAWARE 76-0343152
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3701 KIRBY DRIVE, SUITE #112
HOUSTON, TEXAS 77098
(Address of principal executive offices) (Zip Code)
(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 February 29, 2000 was 25,831,666 (including 2,315,001
Veritas Energy Services Inc. exchangeable which are identical to the Common
Stock in all material respects).
================================================================================
<PAGE> 2
Veritas DGC Inc. hereby amends Item 1 of Part I Quarterly Report on Form 10-Q
for the quarterly period ended January 31, 2000 to read in its entirety as
follows:
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 SIX MONTHS ENDED
JANUARY 31, JANUARY 31,
--------------------------- -------------------------
2000 1999 2000 1999
------------ ------------ ----------- ----------
(In thousands)
<S> <C> <C> <C> <C>
REVENUES $ 91,023 $ 101,652 $ 159,700 $ 248,451
COSTS AND EXPENSES:
Cost of services
Operating expenses 60,584 68,294 103,325 170,061
Research and development 2,078 1,721 4,040 3,465
Depreciation and amortization 18,460 17,734 36,838 34,584
Selling, general & administrative 4,267 4,501 7,710 9,057
Interest expense 3,499 3,551 6,990 5,603
Other income (196) (2,630) (1,175) (2,403)
--------- --------- --------- ---------
Total costs and expenses 88,692 93,171 157,728 220,367
Income before provision for income taxes and equity in
loss of joint venture 2,331 8,481 1,972 28,084
Provision for income taxes 1,078 3,057 1,063 8,939
Equity in (earnings) loss of joint venture 83 (12) 319 87
--------- --------- --------- ---------
Net income before extraordinary charge 1,170 5,436 590 19,058
Extraordinary loss on debt repurchase (net of tax, $95) 187
--------- --------- --------- ---------
Net income $ 1,170 $ 5,436 $ 403 $ 19,058
Other comprehensive income (loss) (net of tax - $0 in both periods)
Foreign currency translation adjustments 1,665 (2,898) 2,237 (3,253)
Unrealized gain (loss) on investments-available for sale 68 (1,279)
--------- --------- --------- ---------
Comprehensive income $ 2,903 $ 2,538 $ 1,361 $ 15,805
========= ========= ========= =========
PER SHARE:
BASIC
Net income per common share before extraordinary item $ .05 $ .24 $ .02 $ .84
Net loss per common share from extraordinary item (.01)
--------- --------- --------- ---------
Net income per common share $ .05 $ .24 $ .02 $ .84
========= ========= ========= =========
Weighted average common shares 24,474 22,712 24,554 22,704
========= ========= ========= =========
DILUTED
Net income per common share before extraordinary item $ .05 $ .24 $ .02 $ .83
Net loss per common share from extraordinary item (.01)
--------- --------- --------- ---------
Net income per common share $ .05 $ .24 $ .02 $ .83
========= ========= ========= =========
Weighted average common shares 25,893 22,830 25,049 22,852
========= ========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements
1
<PAGE> 3
VERITAS DGC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JANUARY 31, JULY 31,
2000 1999
--------- ---------
Unaudited
(In thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 31,259 $ 73,447
Restricted cash investments 198 300
Accounts and notes receivable (net of allowance for doubtful accounts: January $3,339;
July $3,038) 124,262 113,761
Materials and supplies inventory 4,040 4,417
Prepayments and other 9,825 8,259
Investments-available for sale 3,284 3,671
--------- ---------
Total current assets 172,868 203,855
Property and equipment 388,767 357,397
Less accumulated depreciation 239,795 201,026
Plus assets held for sale (see Note 2) 14,000
--------- ---------
Property and equipment - net 162,972 156,371
Multi-client data library 193,532 138,753
Investment in and advances to joint venture 2,321 2,640
Goodwill (net of accumulated amortization: January $5,731; July $3,683) 12,225 2,159
Deferred tax asset 29,521 23,120
Long term notes receivable (net of allowance: $1,000) 4,066 3,696
Other assets 8,804 11,252
--------- ---------
Total $ 586,309 $ 541,846
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 226 $ 240
Accounts payable - trade 28,992 26,243
Accrued interest 3,857 4,010
Other accrued liabilities 58,174 48,640
Income taxes payable 1,439 5,472
--------- ---------
Total current liabilities 92,688 84,605
Non-current liabilities:
Long-term debt - less current maturities 135,082 135,011
Other non-current liabilities 10,717 6,672
--------- ---------
Total non-current liabilities 145,799 141,683
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: 23,275,126 shares at
January and 21,470,938 shares at July (excluding exchangeable shares of
2,468,064 at January and 1,505,595 at July) 233 214
Additional paid-in capital 239,350 208,749
Accumulated earnings (from August 1,1991 with respect to Digicon Inc.) 115,055 114,652
Accumulated comprehensive income
Cumulative foreign currency translation adjustment (2,115) (4,352)
Unrealized loss on investments-available for sale (1,836) (557)
Unearned compensation (892) (602)
Treasury stock, at cost; 116,388 shares at January and 150,068 shares at July (1,973) (2,546)
--------- ---------
Total stockholders' equity 347,822 315,558
--------- ---------
Total $ 586,309 $ 541,846
========= =========
</TABLE>
See Notes to Consolidated Financial Statements
2
<PAGE> 4
VERITAS DGC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JANUARY, 31
------------------------
2000 1999
---------- ----------
(In thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 403 $ 19,058
Non-cash items included in net income:
Depreciation and amortization 36,838 34,584
Net loss on disposition of property and equipment 108 319
Equity in loss of joint venture 319 87
Amortization of multi-client data library 471 670
Deferred taxes (3,983) 2,357
Amortization of unearned compensation 319 168
Change in operating assets/liabilities:
Accounts and notes receivable (6,545) (12,010)
Materials and supplies inventory 444 139
Prepayments and other (2,186) 7,929
Multi-client data library (53,999) (42,469)
Other 2,007 112
Accounts payable and other accrued liabilities 4,632 12,037
Income taxes payable (5,750) (10,551)
Other non-current liabilities 3,889 (51)
---------- ----------
Total cash provided (used ) by operating activities (23,033) 12,379
FINANCING ACTIVITIES:
Borrowings on long-term debt 39 60,000
Payments on long-term debt (146)
Senior notes issue costs (34) (1,737)
Net proceeds from sale of common stock 3,859 947
Purchase of treasury stock (2,869)
---------- ----------
Total cash provided by financing activities 3,864 56,195
INVESTING ACTIVITIES:
Decrease (increase) in restricted cash investments 102 (94)
Decrease in investment in and advances to joint venture 1,183
Purchase of Time Seismic Exchange Ltd., net of cash received (704)
Purchase of Guardian Data Seismic, net of cash received (1,409)
Purchase of Enertec Resource Services Inc., net of cash received (1,538)
Purchase of property and equipment (22,994) (30,870)
Sale of property and equipment 2,880 131
---------- ----------
Total cash used by investing activities (22,959) (30,354)
Currency loss on foreign cash (60) (3,253)
---------- ----------
Change in cash and cash equivalents (42,188) 34,967
Beginning cash and cash equivalents balance 73,447 40,089
---------- ----------
Ending cash and cash equivalents balance $ 31,259 $ 75,056
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
3
<PAGE> 5
VERITAS DGC INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
SIX MONTH ENDED
JANUARY 31,
---------------------------
2000 1999
------------- -------------
(In thousands)
<S> <C> <C>
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Increase in property and equipment for accounts payable - trade $ 3,108 $ 373
Utilization of net operating loss carryforwards existing prior to the
quasi-reorganization resulting in an increase (decrease) in:
Deferred tax asset valuation allowance (1,088) (2,887)
Additional paid-in capital 1,088 2,887
Treasury stock issued for purchase of Time Seismic Exchange Ltd. 664
Treasury stock issued in lieu of cash for bonuses payable 383
Restricted stock issued for future services resulting in an increase in additional
paid-in capital and unearned compensation 42
Treasury stock issued for future services resulting in an increase in
Additional paid-in-capital 37
Unearned compensation 610
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 892
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest -
Senior notes 6,581 3,656
Equipment purchase obligations 3 22
Other 559 325
Income taxes 9,389 16,501
</TABLE>
See Notes to Consolidated Financial Statement
4
<PAGE> 6
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 10th day of April 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
5
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