UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 27, 1996
(Date of Report)
July 15, 1996
(Date of earliest event reported)
ANALYTICAL SURVEYS, INC.
(Exact name of registrant as specified in its charter)
COLORADO
(State of incorporation)
0-13111
(Commission File Number)
084-846389
(IRS Employer Identification No.)
1935 Jamboree Drive
Colorado Springs, Colorado 80920
(Address of principal executive offices)
(719)-593-0093
(Registrant's telephone number)
Item 7. Financial Statements and Exhibits
Analytical Surveys, Inc. (the "Company") through its wholly owned
subsidiary, ASI Landmark, Inc. acquired substantially all of the net
assets of Westinghouse Landmark GIS, Inc., 1903 North Harrison Avenue,
Cary, North Carolina on July 15, 1996. The Company filed a Current
Report on form 8-K dated July 15, 1996 to report the transaction. This
amendment number 1 to Current Report on Form 8-K dated July 15, 1996
presents the unaudited pro forma financial information.
<PAGE>
Item 7. Financial Statements and Exhibits (continued)
(b) PRO FORMA FINANCIAL INFORMATION
ANALYTICAL SURVEYS, INC.
UNAUDITED PRO FORMA BALANCE SHEET
As of June 30, 1996 (000's)
<TABLE>
<CAPTION>
ASI- Analy- Comb Pro Pro
Land- tical Hist- Forma Forma
mark Surveys orical Adj Combined
Assets
<S> <C> <C> <C> <C> <C> <C>
Cash $ - 490 490 (92) (a) 398
Accounts receivable 1,538 3,733 5,271 5,271
Revenue in excess
of billing 751 7,996 8,747 (347) (a) 8,400
Deferred income taxes - 74 74 74
Prepaid expenses 85 483 568 (50) (a) 518
----- ------ ------ ---- ------
Total current assets 2,374 12,776 15,150 (489) 14,661
----- ------ ------ ---- ------
Equipment 671 6,359 7,030 180 (a) 7,210
Furniture and fixtures 26 856 882 (20) (a) 862
Leasehold improvements 4 153 157 (1) (a) 156
----- ------ ------ ---- ------
701 7,368 8,069 159 8,228
Accumulated depreciation - (5,715) (5,715) - (5,715)
----- ------ ------ ---- ------
701 1,653 2,354 159 2,513
Goodwill - 2,850 2,850 81 (a) 2,931
----- ------ ------ ---- ------
Total assets $ 3,075 17,279 20,354 (249) 20,105
===== ====== ====== ==== ======
Liabilities and Stockholders' Equity
Notes payable to bank $ - 150 150 150
Current portion of
long term debt - 783 783 275 (a) 1,058
Billings in excess of
costs and revenue 572 300 872 (136) (a) 736
Accounts payable 226 1,834 2,060 2,060
Accrued Payroll
and benefits 264 909 1,173 1,173
----- ------ ------ ---- ------
Total current liabilities 1,062 3,976 5,038 139 5,177
----- ------ ------ ---- ------
Deferred income taxes - 25 25 25
Deferred compensation - 62 62 62
Long term debt - 3,237 3,237 1,625 (a) 4,862
----- ------ ------ ---- ------
Total liabilities 1,062 7,300 8,362 1,764 10,126
----- ------ ------ ---- ------
Seller's equity 2,013 - 2,013 (2,013) (a) -
Common stock - 5,507 5,507 5,507
Treasury stock - (125) (125) (125)
Retained earnings - 4,597 4,597 4,597
----- ------ ------ ---- ------
Total equity 2,013 9,979 11,992 (2,013) 9,979
----- ------ ------ ---- ------
Total liabilities and
equity $ 3,075 17,279 20,354 (249) 20,105
===== ====== ====== ==== ======
</TABLE>
<PAGE>
ANALYTICAL SURVEYS, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
Pro Forma Year ended September 30, 1995 (000's)
<TABLE>
<CAPTION>
ASI- Analy- Comb Pro Pro
Land- tical Hist- Forma Forma
mark Surveys orical Adj Combined
<C> <C> <C> <C> <C> <C> <C>
Sales $ 6,374 20,333 26,707 162 (b) 26,869
----- ------ ------ ---- ------
Salaries 3,424 9,509 12,933 12,933
Subcontractors 1,083 4,106 5,189 5,189
General and administration 1,486 3,446 4,932 4,932
Depreciation and
amortization 289 1,278 1,567 44 (b) 1,611
----- ------ ------ ---- ------
Total costs and expenses 6,282 18,339 24,621 44 24,665
----- ------ ------ ---- ------
Operating income 92 1,994 2,086 118 2,204
----- ------ ------ ---- ------
Other income (expense)
Other expense, net (24) (144) (168) (168)
Interest expense - (429) (429) (158) (b) (587)
----- ------ ------ ---- ------
Total other income (expense) (24) (573) (597) (158) (755)
----- ------ ------ ---- ------
Net income before tax 68 1,421 1,489 (40) 1,449
Income taxes 538 538 11 (c) 549
----- ------ ------ ---- ------
Net income $ 68 883 951 (51) 900
===== ====== ====== ==== ======
Earnings per share $ 0.19 0.19
====== ======
</TABLE>
<PAGE>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
Pro Forma Nine Months ended June 30, 1996 (000's)
<TABLE>
<CAPTION>
ASI- Analy- Comb Pro Pro
Land- tical Hist- Forma Forma
mark Surveys orical Adj Combined
<S> <C> <C> <C> <C> <C> <C>
Sales $ 3,738 15,296 19,034 120 (b) 19,154
----- ------ ------ ---- ------
Salaries 2,927 7,077 10,004 10,004
Subcontractors 666 2,652 3,318 3,318
General and administration 1,091 2,503 3,594 3,594
Depreciation and
amortization 233 802 1,035 33 (b) 1,068
----- ------ ------ ---- ------
Total costs and expenses 4,917 13,034 17,951 33 17,984
----- ------ ------ ---- ------
Operating income (1,179) 2,262 1,083 87 1,170
----- ------ ------ ---- ------
Other income (expense)
Other expense, net (56) 15 (41) (41)
Interest expense (217) (217) (103) (b) (320)
----- ------ ------ ---- ------
total other income (expenses) (56) (202) (258) (103) (361)
----- ------ ------ ---- ------
Net income before tax (1,235) 2,060 825 (16) 809
Income taxes - 782 782 (475) (c) 307
----- ------ ------ ---- ------
Net income $ (1,235) 1,278 43 459 502
===== ====== ====== ==== ======
Earnings per share $ 0.26 0.10
====== ======
</TABLE>
<PAGE>
ANALYTICAL SURVEYS, INC.
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
On July 15, 1996, ASI Landmark, Inc. a wholly owned subsidiary of
Analytical Surveys, Inc., acquired substantially all of the net
operating assets of Westinghouse Landmark, Inc., a wholly owned
subsidiary of Westinghouse Electric Company. The transaction was
accounted for as a purchase. The unaudited pro forma statements of
operations do not purport to be indicative of the results of
operations had the acquisition been consumated on October 1, 1994.
The Unaudited Pro Forma Balance sheet as of June 30, 1996 gives effect
to the acquisition as if the transaction occurred on June 30, 1996.
The Analytical Surveys, Inc. June 30, 1996 unaudited balance sheet was
combined with the book value of the net assets acquired from
Westinghouse Landmark, Inc. at July 15, 1996, the purchase date.
Purchase and pro forma adjustments are described below.
The Unaudited Pro Forma Statement of Operations for the year ended
September 30, 1995 gives effect to the acquisition as if the
transaction occurred on October 1, 1994. The historical results of
operations of Westinghouse Landmark for its fiscal year ended December
9, 1995 were combined with the Pro forma Results of Operations for the
Year ended September 30, 1995 of Analytical Surveys, Inc. and its
newly acquired division Intelligraphics. The Intelligraphics
acquisition and the related pro forma financial statements were
reported on a Current Report on Form 8-K dated December 22, 1995 and
amended February 15, 1996.
The Unaudited Pro Forma Statement of Operations for the nine months
ended June 30, 1996 also gives effect to the acquisition as if the
transaction occurred on October 1, 1994. The unaudited results of
operations of Westinghouse Landmark for its fiscal nine months ended
July 6, 1996 were combined with the unaudited results of operations
for the nine months ended June 30, 1996 of Analytical Surveys, Inc.
including its newly acquired Intelligraphics division from its date of
acquisition.
Pro forma adjustments:
The following pro forma adjustments to the combined balance sheet and
results of operations are reflected in the pro forma financial
statements and are referenced by the letter indicated
(a) Purchase entry - Balance Sheet
The pro forma adjustment to reflect the purchase of the net operating
assets and the assumption of certain liabilities per the purchase
agreement with Westinghouse Landmark, Inc. The excess of the value
paid for the assets ($1,930,000 cash paid to the seller plus
transaction costs of $65,000) over the fair market value of the net
assets acquired was recorded as goodwill. Goodwill will be amortized
over a fifteen year period. The purchase adjustment includes the
revaluation of assets acquired to fair market value, the elimination
of intercompany balances and the addition of $1,900,000 in term debt
to finance the purchase.
(b) Pro Forma adjustments to Statements of Operations
The combined historical results of operations were adjusted to reflect
the effects on operating results of the acquisition. This includes
primarily the amortization of the difference between the book value of
assets acquired and their fair market value and the interest on the
added term debt.
The adjustments do not purport to reflect the results of operations
which would have been achieved had Landmark been owned by the Company
during the periods. The results of operations for the nine months
ended June 30, 1996 are not considered to be representative of future
results based on contracts and estimates in place at the purchase
date.
(c) Income taxes
Reflects the effect of income tax expenses caused by the Pro Forma
adjustments to Statements of Operations as described above plus the
income tax effects of Westinghouse Landmark's operations. Westinghouse
Landmark's tax status was affected by loss carryforwards which will
not be available to ASI Landmark.
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 hereunto duly authorized.
Analytical Surveys, Inc.
by: /s/ Scott C. Benger
Secretary/Treasurer
