<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d)
-------- Of the Securities Exchange Act of 1934
For the quarterly period ended
JUNE 30, 2000
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.)
941 NORTH MERIDIAN STREET INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices) (Zip Code)
(317) 634-1000
(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 August 14, 2000 was
6,974,419.
<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS
ANALYTICAL SURVEYS, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands)
SEPTEMBER 30, JUNE 30,
1999 2000
---- ----
(UNAUDITED)
ASSETS
Current assets:
Cash $ 6,659 551
Accounts receivable, net of allowance for doubtful
accounts of $138 and $433 15,074 15,691
Revenue in excess of billings 30,898 22,703
Deferred income taxes 402 440
Income taxes receivable 4,085 3,764
Prepaid expenses and other 1,066 414
-------- --------
Total current assets 58,184 43,563
Equipment and leasehold improvements, as cost:
Equipment 13,916 15,124
Furniture and fixtures 1,581 1,658
Leasehold improvements 1,076 1,085
-------- --------
16,573 17,867
Less accumulated depreciation and amortization (8,740) (11,076)
-------- --------
7,833 6,791
Investment securities 537 532
Deferred income taxes 590 1,819
Goodwill, net of accumulated amortization of $3,174
and $4,485 22,098 20,801
-------- --------
Total assets $ 89,242 73,506
======== ========
2
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ANALYTICAL SURVEYS, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1999 2000
---- ----
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit $ -- 4,450
Bank term loan 4,900 16,150
Current portion of long-term debt 2,365 2,512
Billings in excess of revenue 2,008 1,748
Accounts payable and other accrued liabilities 5,063 8,239
Accrued payroll and related benefits 3,819 3,534
------- -------
Total current liabilities 18,155 36,633
Long-term debt, less current portion 20,339 1,690
Deferred compensation payable 85 85
------- -------
Total liabilities 38,579 38,408
------- -------
Stockholders' equity:
Preferred stock; no par value. Authorized 2,500 shares;
none issued or outstanding -- --
Common stock; no par value. Authorized 100,000 shares;
6,948 and 6,974 issued and outstanding at September
30, 1999 and June 30, 2000 respectively 32,080 32,240
Accumulated other comprehensive income - unrealized
gain (loss) on investment securities -- (5)
Retained earnings 18,583 2,863
------- -------
Total stockholders' equity 50,663 35,098
------- -------
Total liabilities and stockholders' equity $89,242 73,506
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
ANALYTICAL SURVEYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(In thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Gross Sales 31,167 19,958 88,563 62,344
Contract cost-to-complete adjustments (1,639) (8,250) (4,980) (15,838)
-------- -------- -------- --------
Net Sales $ 29,528 11,708 83,583 46,506
-------- -------- -------- --------
Costs and expenses
Salaries, wages and related benefits 14,965 10,118 43,927 35,662
Subcontractor costs 4,507 5,724 11,886 11,441
Other general and administrative 4,594 3,424 13,495 11,339
Depreciation and amortization 1,484 1,501 4,229 3,982
Restructuring costs -- -- -- 1,755
-------- -------- -------- --------
25,550 20,767 73,537 64,179
-------- -------- -------- --------
Earnings (loss) from operations 3,978 (9,059) 10,046 (17,673)
-------- -------- -------- --------
Other (income) expense
Interest expense, net 677 588 2,065 1,699
Other (70) (153) (230) (244)
-------- -------- -------- --------
607 435 1,835 1,455
-------- -------- -------- --------
Earnings (loss) before income taxes
and extraordinary loss 3,371 (9,494) 8,211 (19,128)
Income tax expense (benefit) 1,369 -- 3,428 (3,617)
-------- -------- -------- --------
Earnings (loss) before 2,002 (9,494) 4,783 (15,511)
extraordinary loss
Extraordinary loss on
extinguishment of debt, net of tax -- -- -- 209
-------- -------- -------- --------
Net earnings (loss) 2,002 (9,494) 4,783 (15,720)
Other comprehensive loss -- (336) -- (5)
-------- -------- -------- --------
Comprehensive income (loss) $ 2,002 (9,830) 4,783 (15,725)
======== ======== ======== ========
</TABLE>
4
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ANALYTICAL SURVEYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(In thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic earnings (loss) per common share:
Earnings (loss) before
extraordinary loss $ 0.29 (1.36) 0.71 (2.23)
Extraordinary loss $ -- -- -- .03
Net earnings (loss) $ 0.29 (1.36) 0.71 (2.26)
Diluted earnings (loss) per common share:
Earnings (loss) before
extraordinary loss $ 0.28 (1.36) 0.67 (2.23)
Extraordinary loss $ -- -- -- .03
Net earnings (loss) $ 0.28 (1.36) 0.67 (2.26)
Weighted average common shares:
Basic 6,917 6,974 6,739 6,960
========= ======== ======== ========
Diluted 7,191 7,040 7,128 7,058
========= ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
ANALYTICAL SURVEYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
1999 2000
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 4,783 (15,720)
Adjustments to reconcile net earnings (loss) to net
cash provided (used) by operating activities:
Depreciation and amortization 4,229 3,982
Extraordinary loss on extinguishment of debt -- 209
Deferred income tax expense (benefit) 105 (1,267)
Tax benefit relating to exercise of stock options 1,156 37
Changes in operating assets and liabilities, net of
effect of business combinations:
Accounts receivable, net (2,473) (617)
Revenue in excess of billings (847) 8,195
Income taxes receivable 18 321
Prepaid expenses and other (638) 443
Billings in excess of revenue 1,410 (260)
Accounts payable and other accrued liabilities (3,210) 3,176
Accrued payroll and related benefits (1,160) (285)
------- -------
Net cash provided (used) by operating activities 3,373 (1,786)
------- -------
Cash flows from investing activities:
Purchase of equipment and leasehold improvements (3,085) (1,821)
Proceeds from sale of equipment 391 178
------- -------
Net cash used in investing activities (2,694) (1,643)
------- -------
Cash flows from financing activities:
Net borrowings (payments) under lines-of-credit with banks (1,275) 4,450
Proceeds from issuance of long-term debt 3,468 --
Principal payments of long-term debt (3,481) (7,252)
Proceeds from exercise of stock options 1,275 123
------- -------
Net cash used in financing activities (13) (2,679)
------- -------
Net increase (decrease) in cash and cash equivalents 666 (6,108)
Cash at beginning of period 2,243 6,659
------- -------
Cash at end of period $ 2,909 551
======= =======
Supplemental disclosures of cash flow information:
Cash paid for interest $ 2,081 1,550
======= =======
Cash paid for income taxes, net of refunds $ 2,295 (2,847)
======= =======
Common Stock issued for net assets acquired in business combinations $ 514 --
======= =======
</TABLE>
See accompanying notes to financial statements
6
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ANALYTICAL SURVEYS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim consolidated financial statements have been
prepared for management in accordance with the accounting policies described in
the Company's Annual Report for the year ended September 30, 1999. The
consolidated financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation. Certain information and note disclosures normally
included in consolidated financial statements prepared in accordance with
generally accepted accounting principles have been omitted. These condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and related notes included in the Company's
Annual Report on Form 10-K/A for the year ended September 30, 1999.
The consolidated financial statements reflect all adjustments which are, in the
opinion of management, necessary to present fairly the financial position of
Analytical Surveys, Inc., and subsidiaries at June 30, 2000 and the results of
operations and cash flows for the three months and nine months ended June 30,
2000 and 1999.
Investment securities consist of marketable equity securities that are
classified as available-for-sale. Available-for-sale securities are recorded at
fair value. Unrealized holding gains and losses, net of the related tax effect,
on available-for-sale securities are excluded from earnings and are reported as
a separate component of stockholders' equity until realized.
2. LITIGATION
The Company has been named as a defendant in a consolidated putative securities
class action alleging a misstatement or omission of material facts concerning
the Company's operations and financial results. Plaintiffs seek to represent
themselves and a class of all public investors who purchased or otherwise
acquired common stock of the Company and who suffered damages, and seek an award
of compensatory damages and attorneys' fees and costs.
Because this litigation is at an early stage, it is impossible to evaluate the
impact that the above action, or any future, related actions, may have on the
Company. However, it is reasonably possible that an unfavorable outcome in the
present litigation, or in any related future actions, could have a material
adverse impact on the Company's financial condition or results of operations in
one or more future reporting periods. The Company intends to defend itself
vigorously in this litigation.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS.
THE DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
COMPANY SET FORTH BELOW SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS FORM
10-Q. THIS FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND
UNCERTAINTIES. THE STATEMENTS CONTAINED IN THIS FORM 10-Q THAT ARE NOT PURELY
HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. WHEN USED IN THIS FORM
10-Q, OR IN THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS FORM 10-Q, THE
WORDS "ANTICIPATE", "BELIEVE", "ESTIMATE", "INTEND", "EXPECT" AND SIMILAR
EXPRESSIONS, ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. SUCH
FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, THE STATEMENTS REGARDING
THE COMPANY'S STRATEGY, FUTURE SALES, FUTURE EXPENSES AND FUTURE LIQUIDITY AND
CAPITAL RESOURCES. ALL FORWARD-LOOKING STATEMENTS IN THIS FORM 10-Q ARE BASED
UPON INFORMATION AVAILABLE TO THE COMPANY ON THE DATE OF THIS FORM 10-Q, AND THE
COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS
FORM 10-Q. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE,
BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW, IN ITEM 1. BUSINESS--"RISK
FACTORS" AND ELSEWHERE IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K.
OVERVIEW
ASI, a leading provider of data conversion and digital mapping services to users
of customized geographic information systems, was founded in 1981. From 1981 to
1995, the Company experienced steady growth in revenues with periodic
fluctuations in financial results. In 1995, the Company embarked on a growth
strategy, which sought to consolidate the fragmented GIS services industry. The
Company's acquisitions during the period are summarized in the following table:
Date Company Location Employees
---- ------- -------- ---------
12/95 Intelligraphics Wisconsin 200
7/96 Westinghouse Landmark North Carolina 105
7/97 MSE Corporation Indiana 325
6/98 Cartotech Texas 270
8
<PAGE> 9
The Company recognizes revenue using the percentage of completion method of
accounting on a cost-to-cost basis. For each contract, an estimate of total
production costs is determined; these estimates are re-evaluated regularly.
Production costs consist of internal costs, primarily salaries and wages, and
external costs, primarily subcontractor costs. Internal and external production
costs may vary considerably among projects and during the course of completion
of each project.
At each accounting period and for each of the Company's contracts, the
percentage of completion is based on production costs incurred to date as a
percentage of total estimated production costs. This percentage is then
multiplied by the contract's total value to calculate the sales revenue to be
recognized. The percentage of completion is affected by any factors which
influence either the estimate of future productivity or the production cost per
hour used to determine future costs.
The Company recognizes losses on contracts in the period such loss is
determined. Sales and marketing expenses associated with obtaining contracts are
expenses as incurred.
Backlog increases when new contracts are signed and decreases as revenue is
recognized. As of June 30, 2000, backlog was $63.4 million as compared with
$92.0 million as of June 30, 1999.
As a result of a comprehensive review of its cost-of-completion assumptions
under the supervision of the Audit Committee of the Board of Directors, the
Company discovered certain accounting errors that required a downward adjustment
of the revenues recognized in each of the four quarters of fiscal 1999. The
errors related principally to the exclusion of certain contract-related costs in
the estimated costs to complete on certain projects; the untimely recognition of
additional anticipated costs to complete; and the inaccurate assessment of
future production efficiencies and inefficiencies affecting estimated costs to
complete. When the Company's analysis indicated that the estimated costs to
complete a specific project were based on inaccurate information or assumptions,
an estimate was made of the impact on previously recognized revenues as well as
timing of the error, and the appropriate fiscal 1999 quarter's operating results
were restated accordingly. Throughout the first three quarters of fiscal 2000,
the Company continued its comprehensive analysis of open contracts. Project
costs-to-complete were updated based on the best information available at the
time.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected consolidated
statements of operations data expressed as a percentage of sales:
9
<PAGE> 10
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
PERCENTAGE OF SALES:
Gross Sales 100.0% 100.0% 100.0% 100.0%
Contract cost-to-complete adjustments (5.3%) (41.3%) (5.6%) (25.4%)
------- -------- -------- --------
Net Sales 94.7% 58.7% 94.4% 74.6%
Costs and expenses
Salaries, wages and related benefits 48.0% 50.7% 49.6% 57.2%
Subcontractor costs 14.5% 28.7% 13.4% 18.4%
Other general and administrative 14.7% 17.2% 15.2% 18.2%
Depreciation and amortization 4.8% 7.5% 4.8% 6.4%
Restructuring costs -- -- -- 2.8%
------- -------- -------- --------
Earnings (loss) from operations 12.8% (45.4%) 11.3% (28.3%)
Other expense, net 1.9% 2.2% 2.1% 2.3%
------- -------- -------- --------
Earnings (loss) before income taxes and
extraordinary loss 10.8% (47.6%) 9.3% (30.7%)
Income tax expense (benefit) 4.4% -- 3.9% (5.8%)
------- -------- -------- --------
Earnings (loss) before extraordinary loss 6.4% (47.6%) 5.4% (24.9%)
Extraordinary loss -- -- -- 0.3%
------- -------- -------- --------
Net earnings (loss) 6.4% (47.6%) 5.4% (25.2%)
======= ======== ======== ========
</TABLE>
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
SALES. The Company's gross sales consist of revenue recognized for services
performed. Gross sales decreased 36.0% to $20.0 million for the three months
ended June 30, 2000 from $31.2 million for the same period in fiscal 1999. This
decrease was due to a decrease in the available backlog resulting from lower
than anticipated new contracts in the second half of fiscal 1999 and the second
quarter of fiscal 2000. Management believes these market conditions were caused
by consolidation in the utility industry, Year 2000 computer concerns, increased
competition from companies with offshore operations and most recently, customer
concerns about the Company's financial situation, many of which are expected to
continue. The Company's on-going detailed review of open projects resulted in
increases in the estimated cost-to-complete in a significant number of
contracts. For the three months ended June 30, 2000, the resulting reduction of
sales was $8.3 million and has been accounted for as a change in estimate based
on refinements of the estimating process or changing conditions and new
developments. Contract cost-to-complete adjustments totaling $1.6 million for
the three months ended June 30, 1999 represent errors identified in the
Company's restatement of fiscal 1999 results.
10
<PAGE> 11
SALARIES, WAGES AND RELATED BENEFITS. Salaries, wages and related benefits
includes employee compensation for production, marketing, selling,
administrative and executive employees. Salaries, wages and related benefits
decreased 32.4% to $10.1 million for the three months ended June 30, 2000 from
$15.0 million for the three months ended June 30, 1999. This decrease was
primarily due to planned staff reductions resulting from lower than expected
sales. As a percentage of gross sales, salaries, wages and related benefits
increased to 50.7% for the three months ended June 30, 2000 from 48.0% for the
three months ended June 30, 1999.
SUBCONTRACTOR COSTS. Subcontractor costs includes production costs incurred
through the use of third parties for production tasks, such as data conversion
services to meet contract requirements, aerial photography and ground and
airborne survey services. Subcontractor costs increased 27.0% to $5.7 million
for the three months ended June 30, 2000 from $4.5 million for the three months
ended June 30, 1999. As a percentage of gross sales, subcontractor costs were
28.7% for the three months ended June 30, 2000 compared to 14.5% for the same
period of fiscal 1999, reflecting the Company's objective to improve
profitability by utilizing more cost-effective off-shore labor.
OTHER GENERAL AND ADMINISTRATIVE COSTS. Other general and administrative costs
includes rent, maintenance, travel, supplies, utilities, insurance and
professional services. Such costs decreased 25.5% to $3.4 million for the three
months ended June 30, 2000 from $4.6 million for the three months ended June 30,
1999 as management strives to reduce costs in line with declining gross sales.
As a percentage of gross sales, other general and administrative costs increased
to 17.2% for the three months ended June 30, 2000 from 14.7% for the three
months ended June 30, 1999, due to the Company's inability to reduce general and
administrative costs at the rate sales decreased.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization consists primarily
of amortization of goodwill incurred in connection with the Company's
acquisitions, as well as depreciation of certain of the Company's operating
assets. For the three months ended June 30, 2000, depreciation and amortization
remained level at $1.5 million for the three months ended June 30, 2000 and June
30, 1999. As a percentage of gross sales, depreciation and amortization
increased to 7.5% for the three months ended June 30, 2000 from 4.8% for the
same period of fiscal 1999.
OTHER EXPENSE, NET. Other expense, net is comprised primarily of net interest
expense. Net interest expense decreased 13.1% to $588,000 for the three months
ended June 30, 2000 from $677,000 for the three months ended June 30, 1999. The
decrease resulted from reduced average debt outstanding, offset in part by
higher interest rates.
INCOME TAXES. Due to uncertainty as to the realization of future tax refunds,
management elected to fully reserve the tax benefit of the additional tax
operating losses generated in the three months ended June 30, 2000. This
operating loss carryforward approximated $9.1 million.
11
<PAGE> 12
NINE MONTHS ENDED JUNE 30, 2000 AND 1999
SALES. Gross sales decreased $26.2 million (29.6%) to $62.3 million for the
first nine months of fiscal 2000 from $88.6 million for the first nine months of
fiscal 1999, generally for the same reasons previously discussed. The Company's
on-going detailed review of open projects resulted in increases in the estimated
cost-to-complete in a significant number of contracts. For the nine months ended
June 30, 2000, the resulting reduction of sales was 15.8 million. Contract
cost-to-complete adjustments totaling $5.0 million for the nine months ended
June 30, 1999 represents errors identified in the Company's restatement of
fiscal 1999 results.
SALARIES, WAGES AND RELATED BENEFITS. Salaries, wages and related benefits
decreased 18.8% to $35.7 million for the first nine months of fiscal 2000 from
$43.9 million for the first nine months of fiscal 1999, as a result of
reductions in the Company's workforce. As a percentage of gross sales, salaries,
wages and related benefits increased to 57.2% for the first nine months of
fiscal 2000 from 49.6% for the first nine months of fiscal 1999, as reductions
in the workforce were insufficient to offset the reduced sales volume.
SUBCONTRACTOR COSTS. Subcontractor costs decreased 3.7% to $11.4 million for the
first nine months of fiscal 2000 from $11.9 million for the first nine months of
fiscal 1999, and increased as a percentage of gross sales to 18.4% for the first
nine months of fiscal 2000 from 13.4% for the first nine months of fiscal 1999.
OTHER GENERAL AND ADMINISTRATIVE COSTS. Other general and administrative costs
decreased 16.0% to $11.3 million for the first nine months of fiscal 2000 from
$13.5 million for the first nine months of fiscal 1999. As a percentage of gross
sales, other general and administrative costs increased to 18.2% for the first
nine months of fiscal 2000 from 15.2% for the first nine months of fiscal 1999.
While other general and administrative costs declined overall, they increased as
a percentage of costs due to significantly lower sales in the nine months ended
June 30, 2000.
DEPRECIATION AND AMORTIZATION. For the first nine months of fiscal 2000,
depreciation and amortization decreased 5.8% to $4.0 million from $4.2 million
for the first nine months of fiscal 1999. As a percentage of gross sales,
depreciation and amortization increased to 6.4% for the first nine months of
fiscal 2000 from 4.8% in the first nine months of fiscal 1999.
RESTRUCTURING COSTS. The Company incurred one-time restructuring costs
associated with the recent review of contract cost-of-completion assumptions,
accounting systems and officer resignations. Such costs include legal,
accounting and consulting fees and officer severance obligations. These costs
represented 2.8% of gross sales for the nine months ended June 30, 2000.
12
<PAGE> 13
OTHER EXPENSE, NET. Other expense, net is comprised primarily of net interest
expense. Net interest expense decreased 17.7% to $1.7 million for the first nine
months of fiscal 2000 from $2.1 million for the first nine months of fiscal
1999, as a result of reduced borrowing outstanding, offset in part by higher
interest rates.
INCOME TAXES. Income tax benefit was $3.6 million for the first nine months of
fiscal 2000 compared to an expense of $3.4 million for the first nine months of
fiscal 1999. The Company's effective income tax rate for the first nine months
of fiscal 2000 was 7.8%, a decrease from 41.2% for the first nine months of
fiscal 1999. This decline was primarily attributed to the reserve placed on the
tax operating loss generated in the third quarter of fiscal 2000.
EXTRAORDINARY ITEM. The extraordinary item relates to the expensing as current
period costs unamortized bank fees incurred in establishing the Company's line
of credit and term debt facilities in 1998 and cash payments made to amend
related covenants in June 2000. Such amounts are reported net of income taxes.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's principal source of liquidity has consisted of cash
flow from operations supplemented by secured lines of credit. During 1998, the
Company replaced its existing lines of credit with a three-year, $21.0 million
secured working capital line of credit and the Company refinanced $25.4 million
of term debt. Borrowings under these credit facilities bore interest at a rate
per annum equal to, at the Company's option, (i) the agent bank's prime rate or
(ii) an adjusted London Interbank Offering Rate (LIBOR) plus a margin ranging
from 1.25% to 1.75%.
The Company's loan agreement was amended on March 6, 2000 to establish new
covenants requiring the Company to maintain a minimum of $25 million in net
tangible assets and to achieve a minimum level of profitability for the three
remaining quarters of fiscal 2000. The amended agreement also reduced the line
of credit to a maximum of $7.5 million based on eligible accounts receivable,
increased the interest rate to LIBOR plus 3%, and accelerated the final maturity
of the balance of the term loan to February 2001. The effective borrowing rate
was approximately 8.5% on March 31, 2000.
Due to the Company's inability to meet bank covenants, the line of credit was
limited to $4.35 million and interest was increased by 0.50% on its term debt
and line of credit effective April 5, 2000. The Company negotiated revised debt
terms on May 30, 2000 in which the line of credit was reinstated at $7.5 million
under certain circumstances, payment of delinquent principal payments was
deferred through July 31, 2000, and interest rates were increased to Prime Rate
plus 1.0 percent. On July 31, 2000, the effective borrowing rate for the
Company's term debt and line of credit was 10.5%.
On August 1, 2000, The Company renewed its banking facility to extend the
payment of delinquent principal payments through September 30, 2000 and to
increase the interest rate to Prime Rate plus 2.0%.
The Company has hired an investment banker to explore possible strategic
partnerships, private equity financing options, and potential buyer or merger
candidates. The Company is also negotiating to obtain permanent financing at
terms acceptable to the Company. While the Company is optimistic that it can
obtain capital to support current operations, there is no assurance that this
can be accomplished.
13
<PAGE> 14
The Company's cash flow is significantly affected by three contract-related
accounts: accounts receivable; revenues in excess of billings; and billings in
excess of revenues. Under the percentage of completion method of accounting, an
"account receivable" is created when an amount becomes due from a customer,
which typically occurs when an event specified in the contract triggers a
billing. "Revenues in excess of billings" occur when the Company has performed
under a contract even though a billing event has not been triggered. "Billings
in excess of revenues" occur when the Company receives an advance or deposit
against work yet to be performed. These accounts, which represent a significant
business investment, affect the Company's cash flow as projects are signed,
performed, billed and collected.
Net cash used by the Company's operating activities for the first nine months of
fiscal year 2000 was $1.8 million as compared to $3.4 million provided by
operations for the first nine months of fiscal year 1999. The change in
operating cash flows is primarily attributable to declining cash flows from
contract-related accounts offset by slower payments to vendors. At June 30,
2000, the working capital in contract-related accounts was equivalent to 167
days sales outstanding, comparable to 168 days at June 30, 1999. The Company
believes that this level of investment is at the high end of the normal
operating range of days sales outstanding.
Cash used by investing activities for the first nine months of fiscal years 2000
and 1999 was $1.6 million and $2.7 million, respectively. Such investing
activities principally consisted of payments for purchases of equipment and
leasehold improvements.
Cash used by financing activities for the first nine months of fiscal year 2000
was $2.7 million as compared to $13,000 for the first nine months of fiscal
1999. Financing activities consisted primarily of net borrowings and payments
under lines of credit for working capital purposes and net borrowings and
payments of long-term debt used for business combinations and the purchase of
equipment and leasehold improvements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company may from time to time employ risk management techniques such as
interest rate swaps and foreign currency hedging transactions. None of these
techniques are used for speculative or trading purposes and the amounts involved
are not considered material. Short-term interest rate changes can impact the
Company's interest expense on its variable interest rate debt. Variable interest
rate debt of $20.6 million was outstanding as of June 30, 2000. Assuming June
30, 2000 debt levels, an increase or decrease in interest rates of one
percentage point would impact the Company's annual interest expense by $206,000.
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PART II
ITEM 1. LEGAL PROCEEDINGS.
The Company and certain of its present and former officers and employees (the
"Individual Defendants") have been named as defendants in several putative
securities class actions filed in the United States District Court for the
Southern District of Indiana, beginning February 2, 2000. On May 12, 2000, the
Court ordered the actions consolidated under the caption In re Analytical
Surveys, Inc. Securities Litigation, and on July 26, 2000, plaintiffs filed
their Consolidated Amended Class Action Complaint. Plaintiffs allege that the
defendants violated Section 10 (b) of the Exchange Act, and SEC Rule 10b-5
promulgated thereunder, alleging that they misstated or omitted to state
material facts concerning the Company's operations and financial results in the
Company's financial statements filed with the SEC, and in press releases and
other public statements, issued during the period from January 25, 1999, through
March 7, 2000 (the "putative class period").
Plaintiffs seek to represent themselves and a class of all public investors who
purchased or otherwise acquired common stock of the Company during the putative
class period and who suffered damages thereby, and seek an award of compensatory
damages and attorneys' fees and costs.
Because this litigation is at an early stage, it is impossible to evaluate the
impact that the above action, or any future, related actions, may have on the
Company. However, it is reasonably possible that an unfavorable outcome in the
present litigation, or in any related future actions, could have a material
adverse impact on the Company's financial condition or results of operations in
one or more future reporting periods. The Company and the Individual Defendants
intend to defend themselves vigorously in this litigation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits: None
Forms 8-K: None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Analytical Surveys, Inc.
(Registrant)
Date: August 14, 2000 /s/ Norman Rokosh
--------------------------------------
Norman Rokosh, Chief Executive Officer
Date: August 14, 2000 /s/ Michael A. Renninger
---------------------------------------------
Michael A. Renninger, Chief Financial Officer
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