ANALYTICAL SURVEYS INC
10QSB, 1996-05-13
BUSINESS SERVICES, NEC
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                                    UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.   20549


                                     FORM 10-QSB


           __X__  Quarterly Report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934
                    For the quarterly period ended March 31, 1996


                                         or


           _____  Transition Report Pursuant to Section 13 or 15(d)
                       of the Securities Exchange Act of 1934


                           Commission File Number 0-13111


                              ANALYTICAL SURVEYS, INC.

          (Exact name of small business issuer as specified in its charter)


            Colorado                                84-0846389
            (State of incorporation)      (IRS Employer Identification No.)


            1935 Jamboree Drive
            Colorado Springs, Colorado                 80920
            (Address of principal executive offices) (Zip Code)


            (719) 593-0093
            (Issuer's telephone number)


          Check whether the issuer (1) filed all reports required to be
          filed by Section 13 or 15(d) of the Securities Exchange Act of
          1934 during the past (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 ninety (90)
          days.

                                                  Yes __X__ No_____


          The number of shares of common stock outstanding as of
          April 30, 1996 was 3,213,124.
<PAGE>






  Part I    Item 1.
<TABLE>
<CAPTION>
                              ANALYTICAL SURVEYS, INC.
                                   BALANCE SHEETS
                                     (Unaudited)

                                                  March 31,               Sept. 30,
                                                     1996                   1995
                                                  _________              _________

  ASSETS
  <S>                                           <C>                    <C>
  CURRENT ASSETS
   Cash                                         $    414,264           $   665,274
   Accounts receivable, net of $20,000
      allowance for doubtful accounts              3,741,007             2,925,094
   Unbilled revenues                               7,292,662             4,705,020
   Prepaid expenses                                  569,109               209,343
   Deferred tax assets                                42,927                49,713
                                                  __________            __________

      Total current assets                        12,059,968             8,554,444
                                                  __________            __________

  PROPERTY AND EQUIPMENT, at cost
   Equipment                                       6,134,055             5,656,521
   Furniture and fixtures                            848,165               735,313
   Leasehold improvements                            152,858               133,711
                                                  __________            __________

                                                   7,135,078             6,525,545
                                                  __________            __________

  Less Accumulated depreciation and amortization  (5,498,136)           (5,046,065)
                                                  ___________           __________

                                                   1,636,943             1,479,480

  Goodwill, less accumulated amortization          3,042,029                13,751
                                                  __________            ___________

   TOTAL ASSETS                                 $ 16,738,940           $10,047,675
                                                  ==========            ==========
</TABLE>
[FN]
  See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

                              ANALYTICAL SURVEYS, INC.
                                   BALANCE SHEETS
                                     (Unaudited)

                                                  March 31,               Sept. 30,
                                                     1996                   1995
                                                  _________              _________

  LIABILITIES AND STOCKHOLDERS' EQUITY
  <S>                                           <C>                    <C>
  CURRENT LIABILITIES
   Notes payable to bank (Note 2)               $    175,000           $        --
   Current maturities of long-term debt              751,405               417,100
   Billings in excess of costs                       701,472               176,934
   Accounts payable and accrued expenses           1,999,084             1,560,227
   Accrued payroll and benefits                      800,026               661,951
                                                  __________            __________

   Total current liabilities                       4,426,987             2,816,212

  Deferred income tax                                 49,989               113,290

  Long-term debt, less current maturities          3,270,598               408,078

  Deferred compensation                               59,582                55,407
                                                  __________            __________

  Total liabilities                                7,807,156             3,392,987
                                                  __________            __________

  STOCKHOLDERS' EQUITY
   Preferred stock-authorized 2,500,000 shares
      of no par value; none issued and outstanding
   Common stock-authorized 100,000,000 shares
      of no par value; issued and outstanding
      3,167,599 shares at March 31, 1996 and
      2,854,849 shares at September 30, 1995       5,028,469             3,461,100
   Treasury stock - 23,500 shares, at cost          (124,844)             (124,844)
   Retained earnings                               4,028,159             3,318,432
                                                  __________            __________

   Total stockholders' equity                      8,931,784             6,654,688
                                                  __________            __________

  TOTAL LIABILITIES AND EQUITY                  $ 16,738,940           $10,047,675
                                                  ==========            ==========
</TABLE>
[FN]
  See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

                              ANALYTICAL SURVEYS, INC.
                              STATEMENTS OF OPERATIONS
                                     (Unaudited)

                                      Six Months Ended        Three Months Ended
                                         March 31,                March 31,
                                      1996         1995        1996         1995
                                    _________   _________    _________   _________
  <S>                              <C>         <C>          <C>         <C>
  SALES OF SERVICES                $9,333,147  $6,192,588   $5,684,513  $3,275,927
                                    _________   _________    _________   _________

  COSTS AND EXPENSES
    Salaries, wages and benefits    4,330,183   2,449,860    2,883,606   1,279,980
    Subcontractor costs             1,681,637   1,554,310      747,012     798,081
    General and administrative      1,541,791   1,101,380      967,428     554,682
    Depreciation and amortization     510,973     387,685      293,851     199,486
                                    _________   _________    _________   _________

                                    8,064,584   5,493,235    4,891,897   2,832,229
                                    _________   _________    _________   _________

  EARNINGS FROM OPERATIONS          1,268,563     699,353      792,616     443,698
                                    _________   _________    _________   _________

  OTHER INCOME (EXPENSE)
    Interest                         (125,905)    (74,225)     (97,634)    (40,182)
    Miscellaneous Income                2,569          47        2,527          26
                                    _________   _________    _________   _________

                                     (123,336)    (74,179)     (95,107)    (40,156)
                                    _________   _________    _________   _________

  EARNINGS BEFORE INCOME TAXES      1,145,227     625,175      697,509     403,541

  INCOME TAX EXPENSE                  435,500     238,000      263,000     152,000
                                    _________   _________    _________   _________

  NET EARNINGS                     $  709,727  $  387,175   $  434,509  $  251,541
                                    =========   =========    =========   =========

  EARNINGS PER SHARE               $     0.22  $     0.13   $     0.13  $     0.09
                                         ====        ====         ====        ====
</TABLE>
[FN]
  See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

                              ANALYTICAL SURVEYS, INC.
                              STATEMENTS OF CASH FLOWS
                                     (Unaudited)

                                               Six Months Ended       Six Months Ended
                                                  March 31,               March 31,
                                                     1996                   1995
                                                  _________              _________
  <S>                                           <C>                    <C>
  CASH FLOWS PROVIDED (USED)
   BY OPERATING ACTIVITIES                      $      2,227           $    77,445
                                                  __________             _________

  CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of property and equipment               (225,104)             (443,434)
   Purchase of Intelligraphics                    (4,587,008)
                                                  __________             _________

   Net cash used in investing activities          (4,812,112)             (443,434)
                                                  __________             _________

  CASH FLOWS FROM FINANCING ACTIVITIES
   Net borrowings (payments) under notes payable     175,000                    --  
   Proceeds from issuance of long-term debt        3,501,802               394,108
   Principal payments of long-term debt             (304,977)             (341,679)
   Proceeds from issuance of common stock          1,187,058               284,220
                                                  __________             _________

   Net cash provided (used)
         by financing activities                   4,558,875               336,649
                                                  __________             _________

  Net increase (decrease) in cash                   (251,010)              (29,341)

  Cash at beginning of period                        665,274               552,232
                                                  __________             _________

  Cash at end of period                         $    414,264           $   522,891
                                                  ==========             =========

  Supplemental cash flow disclosures:
   Interest paid                                $    123,869           $    72,896
                                                  ==========             =========

  Income taxes paid                             $    363,555           $   554,200
                                                  ==========             =========
</TABLE>
[FN]
  See accompanying notes to financial statements.
<PAGE>

                              ANALYTICAL SURVEYS, INC.
                           Quarterly Report on Form 10-QSB
                                   March 31, 1996


                            Notes to Financial Statements
                                     (Unaudited)


          1.   Summary of Significant Accounting Policies

          The accompanying interim financial statements have been prepared
          by management in accordance with the accounting policies
          described in the Company's annual report for the year ended
          September 30, 1995. They have not been audited by independent
          auditors.

          The financial statements reflect all adjustments which are, in
          the opinion of management, necessary to present fairly the
          financial position of Analytical Surveys, Inc. at March 31, 1996
          and its results of operations for the six and three months ended
          March 31, 1996 and 1995, and its cash flows for the six months
          ended March 31, 1996 and 1995. All such adjustments are of a
          normal recurring nature.

          The Statement of Cash Flows for the six months ended March 31,
          1995 includes certain reclassifications to conform the
          presentation to that used in the 1995 annual report and the
          current period.

          The computation of earnings per common share is based on the
          weighted average number of shares outstanding plus common stock
          equivalents as follows:

                    Six months ended March 31, 1996         3,222,800
                    Six months ended March 31, 1995         2,888,000

                    Three months ended March 31, 1996       3,341,600
                    Three months ended March 31, 1995       2,897,000


          2.   Notes Payable to Bank

          Effective December 20, 1995, the Company renewed its line of
          credit loan agreement with its existing bank for one year and
          increased the maximum loan amount to $1,850,000. The interest
          rate is 0.5 percent above the bank's published prime lending rate
          and is variable with changes in that prime rate.

          On December 22, 1995, the Company borrowed $3,430,000 from a bank
          to fund substantially all of the cash portion of the purchase
          price of the acquisition described in note 3 below. The debt is
          to be repaid in monthly installments of $56,062 in the first year
          increasing to $57,356 in the fourth year. A final payment of
          $1,685,552 will be due at the end of the fourth year. Interest on
          this term debt is 0.6 percent above the bank's published prime
          lending rate and is variable with changes in that prime rate.

          3.   Acquisition

          On December 22, 1995 the Company acquired substantially all of
          the net operating assets of Intelligraphics Inc. of Waukesha,
          Wisconsin. The business operates as a division of the Company
          under the name of Intelligraphics International, a division of
          Analytical Surveys, Inc., is in substantially the same line of
          business as the Company and had sales of approximately $8,000,000
          in calendar year 1995. Intelligraphics serves the utilities
          market with emphasis on electric distribution and telephone data
          conversion.

          The acquisition was recorded using the purchase method of
          accounting, and the financial statements include the operations
          of Intelligraphics from the date of acquisition, December 22,
          1995 through the end of the period.

          The $4,558,875 consideration paid for the net assets acquired and
          related acquisition costs consisted of cash in the amount of
          $3,695,758 plus 230,000 shares of Analytical Surveys, Inc. no par
          value common stock, which shares are subject to restrictions on
          both transfer and voting rights for a period of two years. These
          restricted shares were recorded at $3.875 per share reflecting
          the effect of the restrictions on the fair market value of the
          shares.

          The acquisition included goodwill valued at $3,088,803 which will
          be amortized over a 15 year life using the straight line method.

          A portion of the consideration paid ($250,000 plus 70,000 of the
          restricted shares) is being held in escrow awaiting the
          satisfactory conclusion of certain pending matters.

          4.   Stock Options

          The following table summarizes stock option transactions under
          the Company's four non-qualified stock option plans:

                                                      Shares       Average
                                                       under    Option Price
                                                      option     per share 

         Outstanding at September 30, 1995           711,275
           Issued                                      4,000      $ 7.97
           Exercised                                (106,250)       2.83
           Canceled                                   (8,625)       4.41
                                                     -------
           Outstanding March 31, 1996                600,400
                                                     =======

         At March 31, 1996:
           Options Exercisable                       356,900
                                                     =======

           Available for Grant                       203,975
                                                     =======
<PAGE>

                              ANALYTICAL SURVEYS, INC.
                           Quarterly Report on Form 10-QSB
                                   March 31, 1996


          Part I    Item 2.

                       Management's Discussion and Analysis of
                    Financial Condition and Results of Operations

          Results of Operations:

               Three Months Ended March 31, 1996

          Sales for the three months ended March 31, 1996 were 73% greater
          than sales for the same period one year ago. The primary reason
          for this increase is the acquisition of the Intelligraphics
          division in December 1995.

          Costs and expenses for the three months ended March 31, 1996 also
          increased 73% over the same period of the previous year, again
          due primarily to the Intelligraphics acquisition. There were
          changes in the mix of specific expense categories of the costs
          and expenses group. Salaries and wages increased from 39% of
          sales in 1995 to 51% of sales in 1996 due to the greater internal
          labor component of utilities conversion work. At the same time
          subcontractor costs decreased from 24% of sales in 1995 to 13% of
          sales in 1996 due to the lesser subcontractor component of the
          utilities work. These two categories taken together were 64% of
          sales in both 1995 and 1996. Depreciation and amortization
          includes approximately $52,000 in expense related to the
          amortization of the Intelligraphics goodwill.

          Interest expense increased 143% due to the term debt incurred as
          part of the Intelligraphics acquisition.

          Net income (all from continuing operations) for the three months
          ended March 31, 1996 of was 73% higher than the same period of
          the previous year due to the increased sales described above.
          Earnings per share increased 44%, which was less than the
          increase in net income due to the effect of shares issued in the
          acquisition, shares issued for stock option exercises and the
          effect of common stock equivalents on the average number of
          shares outstanding.

               Six Months Ended March 31, 1996

          Net income (all from continuing operations) for the six months
          ended March 31, 1996 increased 83% over the first half of 1995.
          Increased production in the first quarter plus the effects of the
          Intelligraphics acquisition caused sales to increase 51% and
          earnings from operations to increase 81%. Salaries expense
          increased 77% due to the acquisition. Subcontractor costs
          increased only 8% due the lesser use of subcontractors in the
          utilities conversion work. The 40% increase in general and
          administrative expenses was primarily the result of the
          acquisition, increased selling and marketing activity and
          increased production. Interest expense was 70% more than the same
          period of the previous year due to the term debt incurred as part
          of the Intelligraphics acquisition. Earnings per share increased
          69%, which was less than the increase in net income due to the
          effect of shares issued in the acquisition, shares issued for
          stock option exercises and the effect of common stock equivalents
          on the average number of shares outstanding.

          Cash flow provided by operations in the six months ended March
          31, 1996 was $2,227 compared to $77,445 in the same six months of
          the previous year. Cash flow from operations was reduced by a
          $229,000 increase in prepaid income taxes offset by normal
          variations in investment in unbilled revenues and accounts
          receivable. The Company maintains an open line of credit to
          finance the investment in unbilled revenue and accounts
          receivable. The increase in current assets and current
          liabilities is attributable to the acquisition.

          Cash flow from investing activities includes the investment in
          the net assets of the new Intelligraphics division plus equipment
          acquisitions required by increased production at both locations.

          Cash flow from financing activities consists of the borrowing of
          cash and the issuance of shares to finance the acquisition of
          Intelligraphics as well as financing of equipment using capital
          leases, the scheduled repayment of debt and capitalized leases
          and proceeds from the exercise of stock options by employees.

          The Company's backlog of contracted work increased to $26,582,000
          at March 31, 1996 up 94% from 1995 due to the acquisition of
          Intelligraphics and the increased volume of new contracts from
          both new and existing customers.


          Liquidity and Capital Resources:

          Management expects to meet long-term liquidity requirements
          through cash flows generated by operations supplemented from time
          to time by short term borrowings on a bank line of credit.
          Routine capital expenditures will usually be financed with term
          debt and/or capital leases. The Company is dependent, however,
          upon its ability to successfully deliver acceptable products in
          order to maintain adequate operating cash flows.

          The Company has not committed to significant capital expenditures
          at March 31, 1996.


          Part II        Other Information

          Item 4. Submission of Matters to a Vote of Security Holders

          Three matters were voted upon at the Annual Meeting of
          Shareholders on February 20, 1996:

          (a) All nominees for director listed in the Company's proxy
          statement were elected; there was no solicitation in opposition
          to management's nominees. The following directors were re-elected
          to serve for one year or until the next election of directors:

                                        For            Withheld

               John A. Thorpe           2,634,589      8,788
               Richard P. MacLeod       2,633,920      9,457
               James T. Rothe           2,634,043      9,334
               Sidney V. Corder         2,634,033      9,344
               Robert H. Keeley         2,634,043      9,334
               Willem H. J. Andersen    2,634,043      9,334

          (b) The proposal to ratify the selection of KPMG Peat Marwick LLP
          as the Company's independent accountants for the fiscal year
          ending September 30, 1996 was passed:

               For                      2,600,597
               Against                     39,554
               Abstain                      3,226

          (c) The proposal to ratify the Company's 1995 Non-Qualified Stock
          Option Plan was passed:

               For                      2,465,868
               Against                    144,675
               Abstain                     32,834



          Item 6. Exhibits and Reports on Form 8-K

          (a)  Exhibits

               7.   Financial Data Schedule

          (b)  Reports on Form 8-K

                    One report on Form 8-K was filed during the three
                    months ended March 31, 1996. A report on Form 8-K was
                    filed January 8, 1996: Item 7. "Acquisition or
                    Disposition of Assets" reporting the acquisition of the
                    net assets of Intelligraphics, Inc. This report was
                    amended on February 15, 1996 to add audited financial
                    statements of Intelligraphics, Inc. and unaudited pro
                    forma financial information.


<PAGE>
                                     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.




                                                   Analytical Surveys, Inc.
                                                               (Registrant)




                       Date May 13, 1996              /s/  Sidney V. Corder
                                                   ________________________
                                                Sidney V, Corder, President
                                                and Chief Executive Officer




                       Date May 13, 1996               /s/  Scott C. Benger
                                                   ________________________
                                        Scott C. Benger, Secretary/Treasurer
                                           (principal financial officer and
                                              principal accounting officer)




                       Date May 13, 1996                /s/  Brian J. Yates
                                                   ________________________
                                                 Brian J. Yates, Controller


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from SEC Form 10-QSB and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<CIK> 0000753048
<NAME> ANALYTICAL SURVEYS INC
       
<S>                                        <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          414264
<SECURITIES>                                         0
<RECEIVABLES>                                 11053669
<ALLOWANCES>                                     20000
<INVENTORY>                                          0
<CURRENT-ASSETS>                              12059968
<PP&E>                                         7135078
<DEPRECIATION>                                 5498136
<TOTAL-ASSETS>                                16738940
<CURRENT-LIABILITIES>                          4426987
<BONDS>                                              0
<COMMON>                                       4903625
                                0
                                          0
<OTHER-SE>                                     4028159
<TOTAL-LIABILITY-AND-EQUITY>                  16738940
<SALES>                                              0
<TOTAL-REVENUES>                               9333147
<CGS>                                                0
<TOTAL-COSTS>                                  8064584
<OTHER-EXPENSES>                                (2569)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              125905
<INCOME-PRETAX>                                1145227
<INCOME-TAX>                                    435500
<INCOME-CONTINUING>                             709727
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    709727
<EPS-PRIMARY>                                      .22
<EPS-DILUTED>                                      .22
        


</TABLE>


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