<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 5, 1995
Date of Report
(Date of earliest event reported)
LANDMARK GRAPHICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-17195 76-0029459
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
15150 Memorial Drive
Houston, Texas
(Address of principal executive offices)
77079-4304
(Zip Code)
(713) 560-1000
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 5, 1995, Landmark Graphics Corporation (the "Registrant"),
purchased all of the issued and outstanding capital stock of GeoGraphix, Inc.,
a Colorado corporation ("Geographix"), pursuant to a Stock Purchase Agreement,
dated May 24, 1995 (the "Stock Purchase Agreement"), among the Registrant,
GeoGraphix, and all of the shareholders of GeoGraphix. As a result of such
acquisition (the "GeoGraphix Acquisition"), GeoGraphix became a wholly-owned
subsidiary of the Registrant.
In connection with the GeoGraphix Acquisition, the Registrant issued a
total of 653,718 shares (the "Shares") of its common stock, par value $.05 per
share, in exchange for all of the issued and outstanding shares of common stock
of GeoGraphix (the "GeoGraphix Common Stock") in a business combination to be
accounted for as a pooling of interests. The number of shares to be issued was
determined by negotiation between the Registrant and GeoGraphix. Prior to
commencing negotiation of the Stock Purchase Agreement, there was no material
relationship between (i) the Registrant, any of its affiliates, any of its
officers or directors, or any associate of such officers and directors, and
(ii) GeoGraphix or the shareholders of GeoGraphix.
Pursuant to a Registration Rights Agreement, dated June 5, 1995, the
Registrant has granted the former shareholders of GeoGraphix the right to
require the Registrant to register their resale of the Shares under the
Securities Act of 1933, as amended, and applicable state securities laws.
GeoGraphix, based in Denver, Colorado, develops, markets, sells and
supports a variety of computer software products for geoscientists and
engineers based on the Windows and Windows NT platforms. GeoGraphix's product
families include (i) GeoGraphix Exploration System (GES) - geoscientific data
management and mapping; (ii) Jaguar - petroleum engineering and economic
forecasting; (iii) QLA 2 - petrophysical well log analysis; and (iv) Lease Map
- - petroleum land management. GeoGraphix markets its products and services to
both larger multi-national and smaller independent oil and gas companies.
GeoGraphix sells its products through direct sales in the U.S. and
internationally, as well as through selected distributors in certain
international markets. Prior to the GeoGraphix Acquisition, there was no
public market for the securities of GeoGraphix.
GeoGraphix's products are designed to aid in geoscientific data
management and mapping, petroleum engineering and economic forecasting,
petrophysical well log analysis, and petroleum land management. GES is an
integrated set of modules which provide analysis and data management associated
with exploration and reservoir characterization, including well and seismic
data management, base mapping, surface and fault modeling, cross sectioning,
and volumetric estimation. The Jaguar engineering system provides a suite of
petroleum engineering applications which include functions for estimating
production decline, recoverable reserves, economic forecasting and reservoir
volume. The QLA 2 petrophysical system delivers well log data processing,
cross-plotting and display facilities. LeaseMap provides data management and
mapping functionality to assist the land professional in managing producing and
prospective properties.
The Registrant's current intention is to conduct business of
GeoGraphix in substantially the same manner as it has been conducted in
the past.
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The following financial statements of GeoGraphix, Inc. are attached as
part of this report.
Report of Independent Public Accountants
Balance Sheets as of December 31, 1994 and 1993
Statements of Income for the years ended December 31, 1994 and
1993
Statements of Stockholders' Equity for the years ended
December 31, 1994 and 1993
Statements of Cash Flows for the years ended December 31, 1994
and 1993
Notes to Financial Statements for the years ended December 31,
1994 and 1993
Unaudited Balance Sheet as of April 30, 1995
Unaudited Statements of Operations and Retained Earnings for
the four months ended April 30, 1995 and 1994
Unaudited Statements of Cash Flows for the four months ended
April 30, 1995 and 1994
Notes to Unaudited Financial Statements for the four months
ended April 30, 1995 and 1994
(B) RESTATED AND PRO FORMA FINANCIAL INFORMATION.
The following restated and pro forma financial information of Landmark
Graphics Corporation is attached as part of this report.
Restated and Pro Forma Condensed Balance Sheet as of
April 1995
Restated and Pro Forma Condensed Balance Sheet as of
June 30, 1994
Restated and Pro Forma Condensed Statement of Operations for
the ten months ended April 30, 1995
Restated and Pro Forma Condensed Statement of Operations for
the ten months ended April 30, 1994
Restated and Pro Forma Condensed Statement of Operations for
the year ended June 30, 1994
Restated and Pro Forma Condensed Statement of Operations for
the year ended June 30, 1993
Restated and Pro Forma Condensed Statement of Operations for
the year ended June 30, 1992
Notes to Restated and Pro Forma Condensed Financial Statements
<PAGE> 4
(C) EXHIBITS.
Exhibit number and description
- ------------------------------
(2) Plan of Acquisition, Reorganization,
-----------------------------------
Arrangement, Liquidation or Succession
--------------------------------------
2.1 Stock Purchase Agreement, dated
May 24, 1995 by and among
Landmark Graphics Corporation,
GeoGraphix, Inc., and all of the
shareholders of GeoGraphix, Inc.*
(23) Consent of experts and counsel
------------------------------
23.1 Consent of Arthur Andersen LLP
(99) Additional Exhibits
-------------------
99.1 Registration Rights Agreement,
dated as of June 5, 1995, among
Landmark Graphics Corporation
and the former shareholders of
GeoGraphix, Inc.*
- ---------------
* Previously filed.
<PAGE> 5
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 hereunto duly authorized.
LANDMARK GRAPHICS CORPORATION
Date: August 8, 1995 By: /s/ William H. Seippel
-------------- -------------------------------------------
William H. Seippel
Vice President, Finance and Chief
Financial Officer
<PAGE> 6
GEOGRAPHIX, INC.
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993
TOGETHER WITH REPORT OF INDEPENDENT
PUBLIC ACCOUNTANTS
<PAGE> 7
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of GeoGraphix, Inc.:
We have audited the accompanying balance sheets of GEOGRAPHIX, INC. (a Colorado
corporation), as of December 31, 1994 and 1993, and the related statements of
income, stockholders' equity and cash flows for the years 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 audits.
We conducted our audits 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 audits provide 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 GeoGraphix, Inc. as of
December 31, 1994 and 1993, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado,
April 7, 1995.
<PAGE> 8
Page 1 of 2
GEOGRAPHIX, INC.
BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
ASSETS 1994 1993
------ ----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents (Note 2) $ 123,290 $ 141,211
Short-term investments (Note 2) - 100,000
Trade accounts receivable, net of an allowance for
uncollectible accounts of $53,140 and $24,560, respectively 1,737,085 1,431,771
Related party note receivable (Note 6) - 201,750
Prepaids and other 33,462 12,790
Deferred taxes (Note 4) 317,200 262,800
----------- -----------
Total current assets 2,211,037 2,150,322
FURNITURE, FIXTURES AND EQUIPMENT:
Office furniture and fixtures 184,338 146,494
Equipment 938,004 741,766
Accumulated depreciation (590,445) (442,391)
----------- -----------
Furniture, fixtures and equipment, net 531,897 445,869
----------- -----------
OTHER ASSETS:
Software development costs, net of $250,439
and $124,687, amortization, respectively (Note 2) 502,121 192,202
Other 12,291 10,861
----------- -----------
$ 3,257,346 $ 2,799,254
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
<PAGE> 9
Page 2 of 2
GEOGRAPHIX, INC.
BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 1994 1993
------------------------------------ ----------- -----------
<S> <C> <C>
CURRENT LIABILITIES:
Trade accounts payable $ 102,713 $ 73,421
Accrued royalties 134,380 135,209
Income taxes payable 135,985` 54,545
Accrued expenses 257,218 186,346
Deferred revenue (Note 2) 1,190,698 928,077
Accrued dividends - 125,017
----------- -----------
Total current liabilities 1,820,994 1,502,615
DEFERRED TAXES (Note 4) 217,410 109,900
COMMITMENTS (Note 3)
STOCKHOLDERS' EQUITY (Note 8):
Common stock, no par value; 10,000 shares authorized;
8,528 shares issued and outstanding 251,499 251,499
Treasury stock, 25 shares in 1994, at cost (7,003) -
Retained earnings 974,446 935,240
----------- -----------
Total stockholders' equity 1,218,942 1,186,739
----------- -----------
$ 3,257,346 $ 2,799,254
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of these balance sheets.
<PAGE> 10
GEOGRAPHIX, INC.
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
REVENUE (Note 2):
Software sales $4,340,703 $3,262,415
Software maintenance and support 1,620,888 1,171,757
Training and other 446,701 425,611
---------- ----------
6,408,292 4,859,783
---------- ----------
COSTS AND EXPENSES:
Royalties (Note 5) 373,471 379,642
Software disks, manuals and packaging 117,613 83,270
Product development costs 505,213 782,091
Cost of maintenance and support 879,948 609,211
Training and other costs 149,261 233,131
General and administrative 1,385,731 954,683
Marketing and selling 1,383,737 982,915
Depreciation 148,054 107,969
Software development cost amortization (Note 2) 125,752 89,282
---------- ----------
5,068,780 4,222,194
---------- ----------
INCOME FROM OPERATIONS 1,339,512 637,589
OTHER INCOME, net 45,017 26,169
---------- ----------
INCOME BEFORE TAXES 1,384,529 663,758
INCOME TAX PROVISION (BENEFIT) 520,323 (98,355)
---------- ----------
NET INCOME $ 864,206 $ 762,113
========== ==========
NET INCOME PER SHARE $ 101.46 $ 89.37
========== ==========
WEIGHTED AVERAGE SHARES OUTSTANDING 8,518 8,528
========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE> 11
GEOGRAPHIX, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
Common Stock Treasury Stock
--------------------- ------------------- Retained
Shares Amount Shares Amount Earnings Total
------- ------ ------ ------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
BALANCES, December 31, 1992 9,511 $261,988 (983) $(10,489) $ 298,144 $ 549,643
Net income - - - - 762,113 762,113
Cancellation of treasury shares (983) (10,489) 983 10,489 - -
Distributions to stockholders - - - - (125,017) (125,017)
----- -------- ----- --------- --------- ----------
BALANCES, December 31, 1993 8,528 251,499 - - 935,240 1,186,739
Net income - - - - 864,206 864,206
Purchase of treasury shares - - (25) (7,003) - (7,003)
Distributions to stockholders - - - - (825,000) (825,000)
----- -------- ----- --------- --------- ----------
BALANCES, December 31, 1994 8,528 $251,499 (25) $ (7,003) $ 974,446 $1,218,942
===== ======= ===== ======== ======== =========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE> 12
GEOGRAPHIX, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994 1993
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 864,206 $ 762,113
Adjustments to reconcile net income to net cash provided
by operating activities-
Depreciation 148,054 107,969
Software development cost amortization 125,752 89,282
Deferred tax provision (benefit) 53,110 (152,900)
Changes in operating assets and liabilities-
Trade accounts receivable (305,314) (357,483)
Interest added to related party note receivable - (1,750)
Prepaids and other (20,672) 17,940
Other assets (1,430) 2,046
Accounts payable and accrued liabilities 180,775 96,370
Deferred revenue 262,621 303,430
---------- ----------
Net cash provided by operating activities 1,307,102 867,017
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Related party note receivable 201,750 (200,000)
Purchases of furniture, fixtures and equipment (234,082) (302,331)
Sale of short-term investment 100,000 -
Software development costs (435,671) (85,925)
---------- ----------
Net cash used in investing activities (368,003) (588,256)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to stockholders (950,017) (300,002)
Purchase of treasury shares (7,003) -
---------- ----------
Net cash used in financing activities (957,020) (300,002)
---------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (17,921) (21,241)
CASH AND CASH EQUIVALENTS, beginning of year 141,211 162,452
---------- ----------
CASH AND CASH EQUIVALENTS, end of year $ 123,290 $ 141,211
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for income taxes $ 385,773 $ -
========== ==========
</TABLE>
The accompanying notes to financial statements
are an integral part of these statements.
<PAGE> 13
GEOGRAPHIX, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
(1) ORGANIZATION
GeoGraphix, Inc. (the "Company") was incorporated in Colorado in October 1984.
The Company develops, licenses and supports desktop computer software for the
energy industry. The Company provides training programs, post-contract
customer support (i.e., "maintenance") and other professional services to its
customers.
From April 1985 to October 1993, the Company elected to be treated as a
subchapter S corporation for income tax purposes. As of October 22, 1993,
certain shareholders of the Company sold approximately 40% of the outstanding
common stock of the Company, resulting in the Company's S corporation status
being terminated (see Note 4).
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
The Company's revenues are derived primarily from three sources: (i) fees from
the license of the Company's proprietary software products; (ii) maintenance
revenue from agreements to provide software updates and telephone support to
customers; and, (iii) training and other professional services. The Company
recognizes revenue in accordance with Statement of Position 91-1, "Software
Revenue Recognition", published by the American Institute of Certified Public
Accountants. Accordingly, revenue from initial license fees are recognized
upon delivery of the
<PAGE> 14
- 2 -
software to the customer, provided that all significant Company obligations are
satisfied. Revenues from maintenance and support agreements are deferred and
recognized ratably over the term of the agreements. Service revenues are
recognized as services are performed.
Concentrations of Credit Risk
The Company's customers generally operate in specialized industries. The
Company generally requires new customers to pay in advance prior to delivery of
any software.
Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly
liquid investments with an original maturity of three months or less to be cash
equivalents. During 1994 and 1993, the Company invested available cash in cash
equivalent money market funds.
Short-Term Investments
Short-term investments included an investment in preferred stock of an
investment company. This investment was valued at lower of cost or market.
Furniture, Fixtures and Equipment
Furniture, fixtures and equipment is carried at cost. Depreciation is provided
using the straight-line method based on estimated useful lives ranging from
three to seven years.
Software Development Costs
Software development costs are expensed until technological feasibility has
been established. Costs incurred from that time until the product is available
for general release to customers are capitalized. Costs of enhancing existing
products are capitalized, while routine maintenance of existing products is
charged to expense as incurred. Capitalized software development costs are
amortized on a straight-line basis over three years.
<PAGE> 15
- 3 -
Net Income Per Share
Net income per share is computed on the basis of the weighted shares
outstanding during each period.
(3) COMMITMENTS
The Company leases various office equipment and office space in Denver, Houston
and Calgary. Future minimum annual rental payments due under noncancelable
operating leases are as follows:
<TABLE>
<CAPTION>
Year ended December 31-
<S> <C>
1995 $ 375,590
1996 338,340
1997 264,765
1998 260,916
1999 152,201
----------
$1,391,812
==========
</TABLE>
Rent expense totaled $330,504 and $264,279 during 1994 and 1993, respectively.
(4) INCOME TAXES
In 1985, the Company elected treatment as a subchapter S corporation for income
tax purposes and its taxable income or loss and tax credits were included in
the personal tax returns of its shareholders. Effective October 22, 1993, the
Company's S corporation status was terminated. Consequently, items of taxable
income and expense for the remainder of 1993 and prospectively are being
reported in the corporate tax returns of the Company.
As a taxable corporation, the Company is required to account for income taxes
in accordance with Statement of Financial Accounting Standards No. 109 ("SFAS
109"), "Accounting for Income Taxes". Under SFAS 109, the current provision
for income taxes represents actual or estimated amounts payable or refundable
on tax returns filed or to be filed for each period. Deferred tax
<PAGE> 16
- 4 -
assets and liabilities are recorded for the estimated future tax effects, based
on enacted tax laws, of temporary differences between the tax basis of assets
and liabilities and amounts reported in the Company's balance sheets and the
tax effects of any carryforwards. The overall change in deferred tax assets
and liabilities for the period measures the deferred tax expense or benefit for
the period. Effects of changes in enacted tax laws on deferred tax assets and
liabilities are reflected as adjustments to tax expense in the period of
enactment. A valuation allowance may be required for deferred tax assets to
the extent it is deemed more likely than not that some or all of the deferred
tax assets will not be realized.
At the date of termination of subchapter S status, the Company recognized net
deferred tax assets, and an income tax benefit of $139,840 for the difference
at that date in the tax and financial reporting basis of its assets and
liabilities. The provision for income taxes for the year ended December 31,
1994 and the period from October 22, 1993 through December 31, 1993, consists
of the following:
<TABLE>
<CAPTION>
October 22,
1993 -
December 31, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Current income taxes payable-
Federal $404,584 $ 49,454
State 62,629 5,091
-------- ----------
467,213 54,545
Deferred tax provision (benefit)-
Cumulative effect of change in tax status - (139,840)
Change in deferred tax assets and liabilities 53,110 (13,060)
-------- ----------
53,110 (152,900)
-------- ----------
Income tax provision (benefit) $520,323 $ (98,355)
======== ==========
</TABLE>
<PAGE> 17
- 5 -
The Company's deferred tax assets and liabilities at December 31, 1994 and
1993, consist of the following:
<TABLE>
<CAPTION>
December 31, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Deferred tax assets-
Deferred maintenance revenue $195,530 $ 142,300
Accrued liabilities 101,560 111,300
Allowance for uncollectible accounts 20,110 9,200
-------- ----------
317,200 262,800
Deferred tax liabilities-
Depreciation and amortization (29,110) (37,800)
Software development costs (188,300) (72,100)
-------- ----------
(217,410) (109,900)
-------- ----------
Net deferred tax assets $ 99,790 $ 152,900
======== ==========
Net current deferred tax assets $317,200 $ 262,800
Net long-term deferred tax liabilities (217,410) (109,900)
-------- ----------
$ 99,790 $ 152,900
======== ==========
</TABLE>
The Company's effective income tax rate was different than the statutory federal
income tax rate as follows:
<TABLE>
<CAPTION>
October 22,
1993 -
December 31, December 31,
1994 1993
------------ ------------
<S> <C> <C>
Federal income tax provision at statutory rates $470,740 $ 225,678
State income tax provision, net of federal tax effect 62,629 5,090
Other, net (13,046) 15,510
Tax effect of S corporation income - (204,793)
Cumulative effect for change in tax status - (139,840)
-------- ---------
Effective tax provision (benefit) $520,323 $ (98,355)
======== =========
</TABLE>
<PAGE> 18
- 6 -
(5) ROYALTY AGREEMENT
In March 1990, the Company entered into an agreement with Schlumberger Well
Services ("Schlumberger") for the Company to develop updates and provide
marketing and support for a software package initially developed by
Schlumberger. Through April 1991, the point at which Schlumberger recovered
its initial development costs, 80% of all net revenue recognized from the sale
of this software was paid to Schlumberger. Subsequently, 50% of the net
revenue from sales of this software and maintenance was paid to Schlumberger.
This agreement also allowed Schlumberger the right of first refusal for any new
investment in the Company, subject to the preemptive rights of existing
stockholders (Note 8).
Effective February 14, 1995, a revised agreement was executed which supersedes
the original agreement and gives GeoGraphix exclusive worldwide rights to sell
the software. Schlumberger will continue to receive 50% of the net revenues of
the software but no royalties are payable to Schlumberger with respect to
maintenance support revenues through June 30, 1996, at which point the
agreement will terminate and no royalties are payable. The new agreement
allows GeoGraphix to design software products that perform the same functions
as the original program. GeoGraphix may begin marketing the new software at
any time following a 90-day notice period through June 30, 1996, and without
notice after that date. Finally, the new agreement canceled Schlumberger's
rights of first refusal relating to new investments in the Company.
(6) RELATED PARTY TRANSACTIONS
In October 1993, the Company guaranteed a bank loan to David and Gina Armitage,
both officers and directors of the Company, in the amount of approximately
$500,000. The Armitages used the proceeds, together with additional amounts
borrowed from the Company as described below, to purchase Company stock held by
certain other shareholders. The bank was granted a first security interest in
all the assets of the Company and all Company stock held by the Armitages.
This note was paid in full during 1994 and the corresponding guarantee was
canceled.
<PAGE> 19
- 7 -
(7) EMPLOYEE BENEFIT PLAN
Effective July 1, 1991, the Company adopted a 401(k) Plan (the "Plan") for all
employees who are at least 21 years old and are United States residents.
Employees may contribute up to 15% of their before-tax compensation to the Plan
each year with a maximum contribution for each employee of $9,240 in 1994. The
Company may, at its discretion, make matching contributions up to 5% of an
employee's compensation. The Company may also make additional discretionary
nonmatching contributions for employees who are employed on the last day of the
Plan year and who have completed more than 500 hours of service during the Plan
year. The nonmatching contributions are allocated to the accounts of eligible
participants in proportion to their covered compensation. Employees vest in
employer matching and nonmatching contributions at the rate of 20% each year
after two years of service. The Plan provides for loans to eligible
participants. The Company made no contributions to the Plan in 1994 and 1993.
(8) STOCKHOLDERS' EQUITY
In accordance with the amended stockholders' agreement dated November 1984,
each stockholder had a preemptive right to retain the same percentage ownership
in the Company upon any sale or transfer of stock. The amended stockholders'
agreement was canceled on February 15, 1994 and the rights of first refusal
reverted back to the Company at that time. All treasury stock outstanding as
of October 22, 1993 held by the Company was canceled on that date. During
1994, the Company repurchased 25 shares of stock to be held as treasury shares.
<PAGE> 20
GEOGRAPHIX, INC.
BALANCE SHEET AS OF APRIL 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS 4/30/95
------ -----------
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 706,488
Trade accounts receivable, net 1,335,859
Prepaids and other 21,266
Deferred taxes 317,200
-----------
Total current assets 2,380,813
FURNITURE, FIXTURES AND EQUIPMENT:
Office furniture and fixtures 198,866
Equipment 1,044,048
Accumulated Depreciation (635,445)
-----------
Furniture, fixtures and equipment, net 607,469
-----------
OTHER ASSETS:
Software development costs, net of $64,281
amortization 590,334
Other 17,701
-----------
$ 3,596,317
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 1,005,674
Deferred revenue 1,254,401
-----------
Total current liabilities 2,260,075
DEFERRED TAXES 217,410
STOCKHOLDERS' EQUITY
Common stock, no par value; 10,000 shares authorized;
8,528 shares issued and oustanding 251,499
Treasury stock, 25 shares in 1994, at cost (7,003)
Retained earnings 874,336
-----------
Total stockholders' equity 1,118,832
-----------
$ 3,596,317
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 21
GEOGRAPHIX, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE FOUR MONTHS ENDED APRIL 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
4/30/95 4/30/94
----------- -----------
<S> <C> <C>
REVENUE:
Software sales $ 1,252,796 $ 1,301,706
Software maintenance and support 615,246 543,608
Training and other 196,191 130,333
----------- -----------
2,064,233 1,975,647
----------- -----------
COSTS AND EXPENSES:
Royalties 77,744 65,033
Software disks, manuals and packaging 33,930 11,382
Product development costs 371,412 142,919
Cost of maintenance and support 392,115 234,757
Training and other costs 111,422 23,126
General and administrative 640,739 413,616
Marketing and selling 423,538 372,476
Depreciation 45,000 49,352
Software development cost amortization 83,509 37,662
----------- -----------
2,179,409 1,350,323
----------- -----------
INCOME (LOSS) FROM OPERATIONS (115,176) 625,324
OTHER INCOME, net - -
----------- -----------
INCOME (LOSS) BEFORE TAXES (115,176) 625,324
INCOME TAX PROVISION (BENEFIT) (15,066) 234,498
----------- -----------
NET INCOME (LOSS) (100,110) 390,826
RETAINED EARNINGS, beginning of period 974,446 935,240
----------- -----------
RETAINED EARNINGS, end of period $ 874,336 $ 1,326,066
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 22
GEOGRAPHIX, INC.
STATEMENTS OF CASH FLOWS
FOR THE FOUR MONTHS ENDED APRIL 30, 1995 AND 1994
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(100,110) $ 390,826
Adjustments to reconcile net income (loss) to net cash
provided by operating activities-
Depreciation 45,000 49,352
Software development cost amortization 83,509 37,662
Changes in operating assets and liabilities-
Trade accounts receivable 401,226 386,175
Prepaids and other 12,196 (3,686)
Other assets (5,410) (2,670)
Accounts payable and accrued liabilities 375,378 53,173
Deferred revenue 63,703 (6,308)
--------- ---------
Net cash provided by operating activities 875,492 904,524
========= =========
CASH FLOWS FROM INVESTING ACTIVITIES:
Related party note receivable - (2,250)
Purchases of furnitures, fixtures and equipment (120,572) (44,526)
Sale of short-term investment - 100,000
Software development costs (171,722) (107,528)
--------- ---------
Net cash used in investing activities (292,294) (54,304)
========= =========
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to stockholders - (125,017)
--------- ---------
Net cash used in financing activities - (125,017)
--------- ---------
NET INCREASE CASH AND CASH EQUIVALENTS 583,198 725,203
CASH AND CASH EQUIVALENTS, beginning of period 123,290 141,211
--------- ---------
CASH AND CASH EQUIVALENTS, end of period 706,488 866,414
--------- ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for income taxes $ 25,000 $ 135,000
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 23
GEOGRAPHIX, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE FOUR MONTHS ENDED APRIL 30, 1995 AND 1994
The accompanying unaudited financial statements of GeoGraphix, Inc. have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These financial
statements should be read in conjunction with the audited financial statements
and accompanying notes thereto included elsewhere in this current report on
Form 8-K/A.
The unaudited consolidated financial statements reflect all adjustments
(consisting only of normal recurring adjustments) which the management of
GeoGraphix, Inc. considers necessary for a fair presentation of the interim
periods. Results for the interim periods are not necessarily indicative of
results for the year.
NOTE 1-SUBSEQUENT EVENT
On June 5, 1995, GeoGraphix, Inc. was acquired by Landmark Graphics Corporation
(Landmark) in a stock for stock transaction. Landmark issued a total of
653,718 shares of voting common stock in exchange for 100% of the issued and
outstanding shares of GeoGraphix, Inc. Landmark accounted for the transaction
as a pooling of interests.
<PAGE> 24
LANDMARK GRAPHICS CORPORATION
RESTATED AND PRO FORMA CONDENSED FINANCIAL STATEMENTS
The following Restated and Pro Forma Condensed Balance Sheets as of April 30,
1995 and June 30, 1994 and Restated and Pro Forma Condensed Statements of
Operations for the ten months ended April 30, 1995 and 1994 and each of the
three years ended June 30, 1994, have been prepared to give effect to the
acquisition of GeoGraphix, Inc. ("GeoGraphix") of Denver, Colorado. On June 5,
1995, Landmark Graphics Corporation (the "Company") acquired all the common
stock of GeoGraphix in exchange for 653,718 shares of the Company's Common
Stock in a transaction accounted for as a pooling of interests. GeoGraphix
develops, markets and supports computer software products designed to aid
geoscientists and engineers in geoscientific data management and mapping,
petroleum engineering and economic forecasting, petrophysical well log
analysis, and petroleum land management.
The Restated and Pro Forma Condensed Financial Statements may not necessarily
be indicative of the results which would actually have occurred if the
combination had been in effect on the date or for the period indicated or
which may result in the future. The adjustments are based upon available
information and upon certain assumptions that management believes are
reasonable under the circumstances. The Restated and Pro Forma Condensed
Financial Statements should be read in conjunction with the audited financial
statements of GeoGraphix included herein and with the audited financial
statements of the Company included in the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1994.
<PAGE> 25
LANDMARK GRAPHICS CORPORATION
RESTATED AND PRO FORMA CONDENSED BALANCE SHEET
As of April 30, 1995
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
As Restated
Landmark GeoGraphix for Pooled
Historical Historical Company
---------- ---------- -----------
<S> <C> <C> <C>
Assets
Current Assets:
Cash and cash equivalents . . . . . . $ 58,487 $ 706 $ 59,193
Receivables, net . . . . . . . . . . . 49,844 1,336 51,180
Other current assets . . . . . . . . . 13,477 507 13,984
--------- ---------- ---------
Total current assets . . . . . . . . 121,808 2,549 124,357
Property and equipment, net . . . . . . 46,364 607 46,971
Other long-term assets . . . . . . . . 25,024 113 25,137
--------- ---------- ---------
Total assets . . . . . . . . . . . . . . $ 193,196 $ 3,269 $ 196,465
========= ========== =========
Liabilities and Stockholders'
Equity
Current Liabilities:
Accounts payable . . . . . . . . . . . $ 7,954 $ 50 $ 8,004
Accrued liabilities . . . . . . . . . . 9,431 845 10,276
Other current liabilities . . . . . . . 13,302 1,453 14,755
--------- ---------- ---------
Total current liabilities. . . . . . 30,687 2,348 33,035
Other long-term liabilities . . . . . . . 15,458 93 15,551
Stockholders' equity:
Common stock . . . . . . . . . . . . . 819 32 851
Paid-in capital . . . . . . . . . . . . 120,671 211 120,882
Retained earnings . . . . . . . . . . . 25,561 585 26,146
--------- ---------- ---------
Total stockholders' equity . . . . . 147,051 828 147,879
--------- ---------- ---------
Total liabilities and stockholders'
equity . . . . . . . . . . . . . . . . $ 193,196 $ 3,269 $ 196,465
========= ========== =========
</TABLE>
See accompanying notes to the restated
and pro forma condensed financial statements.
<PAGE> 26
LANDMARK GRAPHICS CORPORATION
RESTATED AND PRO FORMA CONDENSED BALANCE SHEET
As of June 30, 1994
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
As Restated
Landmark GeoGraphix for Pooled
Historical Historical Company
---------- ---------- -----------
<S> <C> <C> <C>
Assets
Current Assets:
Cash and cash equivalents . . . . . . $ 73,840 $ 855 $ 74,695
Receivables, net . . . . . . . . . . . 48,708 1,223 49,931
Other current assets . . . . . . . . . 11,729 444 12,173
--------- ---------- ---------
Total current assets . . . . . . . . 134,277 2,522 136,799
Property and equipment, net . . . . . . 40,493 443 40,936
Other long-term assets . . . . . . . . 11,322 96 11,418
--------- ---------- ---------
Total assets . . . . . . . . . . . . . . $ 186,092 $ 3,061 $ 189,153
========= ========== =========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable . . . . . . . . . . . 7,915 28 7,943
Accrued liabilities . . . . . . . . . . 8,038 281 8,319
Other current liabilities . . . . . . . 12,882 1,054 13,936
--------- ---------- ---------
Total current liabilities . . . . . 28,835 1,363 30,198
Other long-term liabilities . . . . . . . 16,161 190 16,351
Stockholders' equity:
Common stock . . . . . . . . . . . . . 813 33 846
Paid-in capital . . . . . . . . . . . . 118,590 211 118,801
Retained earnings . . . . . . . . . . . 21,693 1,264 22,957
--------- ---------- ---------
Total stockholders' equity . . . . . 141,096 1,508 142,604
--------- ---------- ---------
Total liabilities and stockholders'
equity . . . . . . . . . . . . . . . . $ 186,092 $ 3,061 $ 189,153
========= ========== =========
</TABLE>
See accompanying notes to the restated
and pro forma condensed financial statements.
<PAGE> 27
LANDMARK GRAPHICS CORPORATION
RESTATED AND PRO FROMA CONDENSED STATEMENT OF OPERATIONS
Ten Months Ended April 30, 1995
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
As
Restated
for
Landmark GeoGraphix Pooled
Historical Historical Company
------------ ----------- ----------
<S> <C> <C> <C>
Total revenues. . . . . . . . . . . . $ 122,728 $ 5,509 $ 128,237
Total cost of revenues. . . . . . . . 51,820 1,693 53,513
------------ ---------- ---------
Gross profit. . . . . . . 70,908 3,816 74,724
Operating expenses:
Research and development . . . . . 15,407 1,018 16,425
Selling, marketing and
administrative. . . . . . . . . 50,286 2,519 52,805
Merger costs . . . . . . . . . . . 1,133 -- 1,133
------------ ---------- ---------
Income from operations. . . . . . . . 4,082 279 4,361
Other, net. . . . . . . . . . . . . . 2,828 48 2,876
------------ ---------- ---------
Income before income taxes. . . . . . 6,910 327 7,237
Provision for income taxes. . . . . . 3,042 141 3,183
------------ ---------- ---------
Net income. . . . . . . . . . . . . . $ 3,868 $ 186 $ 4,054
============ ========== =========
Income per common and
common equivalent share. . . . . . $ 0.23 $ 0.28 $ 0.23
============ ========== =========
Weighted average common and
common equivalent shares
outstanding. . . . . . . . . . . . 16,762 654 17,416
</TABLE>
See accompanying notes to the restated
and pro forma condensed financial statements.
<PAGE> 28
LANDMARK GRAPHICS CORPORATION
RESTATED AND PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Ten Months Ended April 30, 1994
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
As
Restated
for
Landmark GeoGraphix Pooled
Historical Historical Company
---------- ---------- --------
<S> <C> <C> <C>
Total revenues . . . . . . . . . . . . . $ 105,704 $ 4,519 $ 110,223
Total cost of revenues . . . . . . . . . 45,148 1,188 46,336
--------- --------- ---------
Gross profit . . . . . . . . . . 60,556 3,331 63,887
Operating expenses:
Research and development . . . . . . . 14,738 726 15,464
Selling, marketing and
administrative . . . . . . . . . . 35,774 1,964 37,738
Merger costs 13,567 -- 13,567
--------- --------- ---------
Income (loss) from operations . . . . . (3,523) 641 (2,882)
Other, net . . . . . . . . . . . . . . . 1,521 40 1,561
--------- --------- ---------
Income (loss) before income taxes . . . (2,002) 681 (1,321)
Provision for income taxes . . . . . . . 2,461 14 2,475
--------- --------- ---------
Net income (loss) . . . . . . . . . . . $ (4,463) $ 667 $ (3,796)
========= ========= =========
Income (loss) per common and
common equivalent share . . . . . . . $ (0.30) $ 1.02 $ (0.25)
========= ========= =========
Weighted average common and
common equivalent shares
outstanding . . . . . . . . . . . . . 14,750 654 15,404
Pro forma information:
Net income (loss) as reported. . . . . . $ (4,463) $ 667 $ (3,796)
Pro forma charge (benefit) in lieu
of income taxes . . . . . . . . . . . 1,264 (8) 1,256
--------- --------- ---------
Pro forma net income (loss) . . . . . . $ (5,727) $ 675 $ (5,052)
========= ========= =========
Pro forma income (loss) per common
and common equivalent share . . . . . $ (0.39) $ 1.03 $ (0.33)
========= ========= =========
</TABLE>
See accompanying notes to the restated
and pro forma condensed financial statements.
<PAGE> 29
LANDMARK GRAPHICS CORPORATION
RESTATED AND PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Year Ended June 30, 1994
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
As Restated
Landmark GeoGraphix for Pooled
Historical Historical Company
---------- ---------- -----------
<S> <C> <C> <C>
Total revenues . . . . . . . . . . . . . $ 137,771 $ 5,480 $ 143,251
Total cost of revenues . . . . . . . . . 57,847 1,478 59,325
--------- --------- ----------
Gross profit . . . . . . . . . . 79,924 4,002 83,926
Operating expenses:
Research and development . . . . . . . 17,506 854 18,360
Selling, marketing and
administrative . . . . . . . . . . 42,894 2,470 45,364
Merger costs . . . . . . . . . . . . . . 13,567 -- 13,567
--------- --------- ----------
Income from operations . . . . . . . . . 5,957 678 6,635
Other, net . . . . . . . . . . . . . . . 1,823 56 1,879
--------- --------- ----------
Income before income taxes . . . . . . . 7,780 734 8,514
Provision for income taxes . . . . . . . 2,631 36 2,667
--------- --------- ----------
Net income . . . . . . . . . . . . . . . $ 5,149 $ 698 $ 5,847
========= ========= ==========
Income per common and
common equivalent share . . . . . . . $ 0.33 $ 1.07 $ 0.36
========= ========= ==========
Weighted average common and
common equivalent shares
outstanding . . . . . . . . . . . . . 15,717 654 16,371
Pro forma information:
Net income as reported . . . . . . . . . $ 5,149 $ 698 $ 5,847
Pro forma charge in lieu of income
taxes . . . . . . . . . . . . . . . . 1,264 (8) 1,256
--------- --------- ----------
Pro forma net income . . . . . . . . . . $ 3,885 $ 706 $ 4,591
========= ========= ==========
Pro forma income per common
and common equivalent share . . . . . $ 0.25 $ 1.08 $ 0.28
========= ========= ==========
</TABLE>
See accompanying notes to the restated
and pro forma condensed financial statements.
<PAGE> 30
LANDMARK GRAPHICS CORPORATION
RESTATED AND PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Year Ended June 30, 1993
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
As
Restated
Landmark GeoGraphix for Pooled
Historical Historical Company
---------- ---------- ----------
<S> <C> <C> <C>
Total revenues . . . . . . . . . . . $ 108,331 $ 4,644 $ 112,975
Total cost of revenues . . . . . . . 45,231 1,337 46,568
---------- --------- ---------
Gross profit . . . . . . . . . 63,100 3,307 66,407
Operating expenses:
Research and development . . . . . 14,502 696 15,198
Selling, marketing and
administrative . . . . . . . . . 40,383 1,613 41,996
---------- --------- ---------
Income from operations . . . . . . . 8,215 998 9,213
Other, net . . . . . . . . . . . . . 37 - 37
---------- --------- ---------
Income before income taxes . . . . . 8,252 998 9,250
Provision for income taxes . . . . . 2,125 - 2,125
---------- --------- ---------
Net income . . . . . . . . . . . . . $ 6,127 $ 998 $ 7,125
========== ========= =========
Income per common and
common equivalent share . . . . . $ 0.46 $ 1.53 $ 0.51
========== ========= =========
Weighted average common and
common equivalent shares
outstanding . . . . . . . . . . . 13,273 654 13,927
Pro forma information:
Net income as reported . . . . . . . $ 6,127 $ 998 $ 7,125
Pro forma charge in lieu of income
taxes . . . . . . . . . . . . . . 160 394 554
---------- --------- ---------
Pro forma net income . . . . . . . . $ 5,967 $ 604 $ 6,571
========== ========= =========
Pro forma income per common
and common equivalent share . . . $ 0.45 $ 0.92 $ 0.47
========== ========= =========
</TABLE>
See accompanying notes to restated
and pro forma condensed financial statements.
<PAGE> 31
LANDMARK GRAPHICS CORPORATION
RESTATED AND PRO FORMA CONDENSED STATEMENT OF OPERATIONS
Year Ended June 30, 1992
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
As
Restated
Landmark GeoGraphix for Pooled
Historical Historical Company
---------- ---------- ----------
<S> <C> <C> <C>
Total revenues . . . . . . . . . . $ 94,302 $ 2,489 $ 96,791
Total cost of revenues . . . . . . 44,556 846 45,402
-------- -------- --------
Gross profit . . . . . . . . 49,746 1,643 51,389
Operating expenses:
Research and development . . . . 14,826 424 15,250
Selling, marketing and
administrative . . . . . . . . 34,089 1,330 35,419
Restructuring charges . . . . . . 8,300 -- 8,300
-------- -------- --------
Loss from operations . . . . . . . (7,469) (111) (7,580)
Other, net . . . . . . . . . . . . 1,766 22 1,788
-------- -------- --------
Loss before income taxes . . . . . (5,703) (89) (5,792)
Benefit for income taxes . . . . . (72) - (72)
-------- -------- --------
Net loss . . . . . . . . . . . . . $ (5,631) $ (89) $ (5,720)
======== ======== ========
Loss per common and
common equivalent share . . . . $ (0.43) $ (0.14) $ (0.42)
======== ======== ========
Weighted average common and
common equivalent shares
outstanding . . . . . . . . . . 12,975 654 13,629
Pro forma information:
Net loss as reported . . . . . . . $ (5,631) $ (89) $ (5,720)
Pro forma charge (benefit) in lieu
of income taxes . . . . . . . . 459 (25) 434
-------- -------- --------
Pro forma net loss . . . . . . . . $ (6,090) $ (64) $ (6,154)
======== ======== ========
Pro forma loss per common
and common equivalent share . . $ (0.47) $ (0.10) $ (0.45)
======== ======== ========
</TABLE>
See accompanying notes to the restated
and pro forma condensed financial statements.
<PAGE> 32
LANDMARK GRAPHICS CORPORATION
NOTES TO RESTATED AND PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE (1) BASIS OF PRESENTATION
GeoGraphix previously reported its financial results on a December 31 fiscal
year-end basis. In connection with the acquisition, GeoGraphix changed its
fiscal year-end from December 31 to June 30. In addition to the adjustments
made to effect the change in fiscal years, certain conforming adjustments were
made in order to prepare the historical June 30 GeoGraphix financial statements
presented.
The Restated and Pro Forma Condensed Balance Sheets and Statements of Operations
assume the transaction occurred on April 30, 1995 and July 1, 1991,
respectively. The restated information is based upon the historical financial
statements, giving effect to the acquisition under the pooling-of-interests
method of accounting and the assumptions included in the accompanying Notes to
the Restated and Pro Forma Condensed Financial Statements. The historical
financial statements of the Company included in the accompanying Restated and
Pro Forma Condensed Financial Statements reflect the September 28, 1994
acquisition of all of the equity interests of Stratamodel, Inc., which was
accounted for as a pooling of interests.
NOTE (2) NON-RECURRING COSTS
Certain non-recurring costs associated with the GeoGraphix acquisition will be
incurred by the Company within the next twelve months. These costs have been
excluded from the above Restated and Pro Forma Condensed Statement of
Operations. The Company is expected to recognize accounting, legal and
investment banking costs related to the GeoGraphix acquisition of approximately
$1.5 million.
NOTE (3) CONFORMING ADJUSTMENTS AND POOLING ADJUSTMENTS
The Company capitalizes software development costs when an operative version of
the product is ready for initial testing. GeoGraphix capitalized costs at
points prior to initial testing. The accompanying historical financial
statements of GeoGraphix have been adjusted to conform the acquired company's
method of accounting to the same basis of accounting as the Company.
The provision (benefit) for income taxes in the accompanying historical
financial statements of GeoGraphix has been adjusted to conform the provision
for income taxes to that which would has been recorded had the acquired
company operated on a June 30 fiscal year end and had applied the same method
of accounting for capitalized software development costs as the Company.
The historical stockholders' equity amounts of GeoGraphix included in the
Restated and Pro Forma Condensed Balance Sheet reflect the exchange of 653,718
shares of the Company's Common Stock under the pooling-of-interests method of
accounting.
NOTE (4) PRO FORMA CHARGE IN LIEU OF INCOME TAXES
Prior to October 22, 1993, GeoGraphix had elected S Corporation status for U.S.
federal income tax purposes; therefore the tax liability associated with its
income was the responsibility of its stockholders. To reflect the earnings of
GeoGraphix on an after-tax basis, a pro forma charge in lieu of income taxes has
been included in the accompanying Restated and Pro Forma Statements of
Operations for the periods preceding October 22, 1993.
<PAGE> 33
Index to Exhibits
Exhibit Number
- --------------
23.1 Consent of Arthur Andersen LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in the Prospectuses constituting part of the Registration Statements
on Form S-8 (Numbers 33-26995, 33-28484, 33-38132, 33-39358, 33-44217 and
33-57989) and on Form S-3 (Numbers 33-79226, 33-87216 and 33-61405) of
Landmark Graphics Corporation of our report dated April 7, 1995 relating to
the financial statements of GeoGraphix, Inc., which appears in the Current
Report on Form 8-K/A of Landmark Graphics Corporation dated June 5, 1995. It
should be noted that we have not audited any financial statements of GeoGraphix,
Inc. subsequent to December 31, 1994 or performed any audit procedures
subsequent to the date of our report.
/s/ Arthur Andersen LLP
- -----------------------------
Denver, Colorado
August 8, 1995
