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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One) (Amendment No. 2)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO __________
COMMISSION FILE NUMBER 0-13111
ANALYTICAL SURVEYS, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-0846389
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
941 Meridian Street, Indianapolis, IN 46204
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(Address or principal executive offices) (Zip Code)
Registrant's telephone number, including area code (317) 634-1000
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Securities registered pursuant to section 12(g) of the Act:
Common Stock
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation SK is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant is $68,921,072, based on the closing price of
the Common Stock on December 28, 1999.
The number of shares outstanding of the registrant's Common Stock, as of
December 28, 1999, was 6,953,190.
DOCUMENTS INCORPORATED BY REFERENCE: None
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TABLE OF CONTENTS
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Page
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PART I.
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Item 1. Business....................................................................................1
Item 3. Legal Proceedings...........................................................................9
PART II.
Item 6. Selected Financial Data....................................................................10
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......11
Item 8. Financial Statements and Supplementary Data................................................18
PART III.
Item 10. Directors and Executive Officers of the Registrant.........................................35
Item 12. Security Ownership of Other Beneficial Owners and Management...............................37
Item 13. Certain Relationships and Related Transactions.............................................39
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...........................39
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PART I.
ITEM 1. BUSINESS.
OVERVIEW
Analytical Surveys, Inc. ("ASI" or the "Company") is a leading
provider of customized data conversion, digital mapping services, spatial data
management and technical services for the geographic information systems market.
A geographic information system ("GIS") is an "intelligent map" that allows
users to input, update, query, analyze and display detailed information about a
geographic area. ASI helps customers by transforming raw, often confusing
information from multiple sources (maps, blueprints, databases, aerial
photography, satellite imagery, etc.) into a high-resolution, large-scale,
richly detailed digital and visual representation that organizations can rely on
to make better decisions with speed and confidence. The Company has historically
targeted utilities and state and local governments, and is implementing
strategies to expand the number of markets targeted and the range of GIS-related
spatial data management and technical services offered. Its current customers
include but are not limited to the New York City Department of the Environment,
Florida Power & Light, Niagara Mohawk Power Company, Entergy, Michigan
Consolidated Gas, U S WEST and FirstEnergy Corp.
The Company believes that the market for geographic information
systems is experiencing growth due to numerous factors, including: growing
awareness of the benefits of GIS technology; significant reductions in computer
hardware prices; increased capability and reliability of hardware and software;
deregulation and consolidation in the utility industry; and increased demand for
geographic information systems in growing communities. In addition, the Company
believes that GIS users are increasingly outsourcing their data conversion and
other GIS service projects to third-party providers such as ASI. The Company
provides its customers with a single source for all data conversion services
necessary to achieve economic value from their investments in geographic
information systems.
STRATEGY
The Company's objective is to maintain and enhance its leadership
position in the data conversion and digital mapping industry. This objective is
reflected in the Company's strategy:
Expand Business in New Markets. The Company believes that there is
significant potential in new markets outside of its existing core
markets of utilities and state and local governments. These new
markets include transportation, wireless telecommunications, insurance
and others. The Company intends to capitalize on these new markets by
expanding its portfolio of services to include more consulting, GIS
design, implementation and system operation services. The Company
believes it can be successful in these new markets by making GIS more
accessible to those potential customers who may be less familiar with
benefits of GIS. See Risk Factors - "Risks Associated with Entry into
New Markets."
Expand Business in Existing Markets. The Company believes that there
is significant potential within its existing customer base for
expanded services and products and intends to add to the breadth of
services it offers to such customers. The Company also intends to
capitalize on the increasing number of GIS users in its core markets
of utilities and state and local governments by marketing to new
customers in these markets and increasing capacity in order to meet
the demands of an expanded customer base.
Expand into International Markets. In fiscal 1999, revenues from
international sales represented approximately 8% of the Company's
total revenues. The Company intends to increase its share of the
international GIS services market by targeting international GIS users
within its core markets. The Company believes that alliances with
businesses or individuals with a local presence may be important to
successful entry into certain international markets. The Company
intends to continue to seek out such relationships and to continue to
market directly to international GIS users. See "Sales and Marketing."
Consolidate Industry Expertise and "Best Practices" Through Strategic
Acquisitions. In 1995, ASI embarked on a strategy to acquire companies
with demonstrated records of performance, proven operating methods,
solid management teams and complementary technologies and customer
bases. The Company completed four strategic acquisitions that expanded
the Company's geographical scope, capacity, customer base, product
offerings,
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proprietary technology and operational expertise. The Company
continues to seek acquisition opportunities that will contribute to
its growth and expertise. See Risk Factors - "Risks Associated with
Acquisition Strategy."
Continue to Maintain and Develop Technological and Operational
Leadership. The Company believes that its past success has been
largely due to its technological expertise and operating procedures.
The Company has developed and acquired proprietary software and
procedures that automate portions of otherwise labor-intensive data
conversion processes, enabling the Company to provide cost-effective
and high-quality services on a timely basis. The Company intends to
continue its efforts to develop new technology and to improve its
existing technology and procedures, thereby enhancing its ability to
expand into additional markets and further improve its production
capacity and productivity. See "Research and Development."
ASI SERVICES
The Company offers a full range of services to create the digital base
maps and databases of related geo-referenced information used in
geographic information systems.
Digital Land Base Maps. ASI uses specialized computers and internally
developed proprietary software to create digital land base maps from
paper maps, aerial photographs, land surveys and legal descriptions.
The base maps are created using one of three technologies, depending
on the needs of the customer: photogrammetric mapping, digital
orthophotography or cadastral mapping.
Photogrammetric Mapping. Photogrammetric mapping produces a digital
land base map using data that is extracted from aerial photographs.
The process uses an analytical stereoplotter (a three-dimensional
viewing and data recording device), specialized computer equipment and
proprietary software and operating procedures to draw, with lines, a
highly precise map of visible ground features. Photogrammetric mapping
may include contour and elevation information.
Digital Orthophotography. Digital orthophotography is used to create
richly detailed digital maps that have the appearance of, and are
based on, aerial photographs. Aerial photographs are scanned into a
computer, and the resulting image is corrected (orthorectified) to
delete distortions in order to produce a highly precise map. Vector
lines can be superimposed onto the map to enable users to determine
the precise location of any particular feature or to measure distances
from one feature to another. Digital orthophotographs also can be used
as base maps for the layering of additional geo-referenced data.
Cadastral Mapping. Cadastral maps illustrate property lines and are
prepared by digitizing existing paper maps or converting the legal
property descriptions into map coordinates.
Other Geo-Referenced Information. Once the base map is produced, links
to tabular databases are created, and other geo-referenced data, such
as buildings, telephone poles and zoning restrictions, are collected,
verified, converted into digital format and added to the base map to
create a GIS. The Company provides an experienced field inventory
staff to collect and verify information and uses computerized and
manual techniques to verify and digitize data from paper sources. Once
a GIS is completed, users can view the base map and any or all of the
layers of data on a computer screen and can retrieve selected data
concerning any desired location appearing on the screen or all data
matching one or more variables.
ACQUISITIONS AND DISPOSITIONS
In 1995, ASI embarked on a growth strategy, which included
consolidation of the fragmented GIS services industry. The Company completed
four strategic acquisitions that expanded the Company's geographical scope,
capacity, customer base, product offerings, proprietary technology and
operational expertise. The Company acquired Intelligraphics, Inc.
("Intelligraphics") located in Wisconsin in December 1995; Westinghouse Landmark
GIS, Inc. ("ASI Landmark") located in North Carolina in
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July 1996, MSE Corporation ("MSE") located in Indiana in July 1997 and
Cartotech, Inc. ("Cartotech") located in Texas in June 1998.
Initially the Company retained the core management teams (except for
former owners) and most employees at its acquisitions in order to capitalize on
their understanding of their respective markets and to provide continuity with
existing customer relationships. In 1999 the Company has increased its efforts
to promote use of the "best practices" of the acquired businesses throughout the
Company in such areas as bid preparation, production processes and utilization
of proprietary software.
The Company also acquired the assets of Measurement Sciences, Inc.
(MSI) for 21,850 shares of restricted common stock valued at approximately
$514,000. MSI provides land surveying, airborne gps and high accuracy data
gathering and measurement services. MSI's revenues for its most recent fiscal
year preceding the purchase were $1.6 million, which included $731,000 of
services purchased by ASI.
As part of its efforts to further streamline its operations, the
Company sold its Phillips Design Group and Mid-States Engineering subsidiaries
(both acquired as parts of MSE Corporation) during 1999, as these units were not
core business competencies. The Company also sold its Cartographic Sciences
Group located in Mumbai, India to Infotech Enterprises, Ltd. in order to
simplify management of its overseas production and to expand its available
capacity in India.
CUSTOMERS
The Company derives its revenues primarily from two core markets,
utilities and state and local governments, and also serves federal agencies and
commercial businesses. From time to time, the revenues earned on a specific
contract may exceed 10% of total Company revenues earned in a fiscal year. No
customer accounted for more than 10% of the Company's revenues in fiscal 1998 or
fiscal 1999. See "Risk Factors Dependence on Certain Customer Markets."
SALES AND MARKETING
The Company markets its products and services in its domestic and
international markets primarily through an internal sales force. The Company
augments its direct sales efforts by maintaining memberships in professional and
trade associations and by actively participating in industry conferences. The
Company also augments its direct sales efforts by maintaining relationships with
regional businesses offering complementary services. A portion of the Company's
sales is also derived from referrals, either directly or indirectly, from
consultants in the GIS industry.
The Company plans to improve and expand its sales and marketing
efforts beyond the Company's existing core markets in fiscal 2000. These efforts
include offering expanded services such as consulting, and developing marketing
communications aimed at new markets such as transportation, wireless
telecommunications, insurance and financial services and will require the
Company to hire additional qualified sales personnel for these new markets.
The Company believes that alliances with local businesses or
individuals may be important to successful entry into certain international
markets and intends to continue to seek out such relationships and to market
directly to international customers. The Company's sales cycle is generally
lengthy, as customers normally take several months to go through the
bidding/planning and award phases of a GIS project. Once awarded, it generally
takes 30 to 60 days until the final contract is signed. Most contracts take from
six to 48 months to complete. See "Risk Factors--Dependence on Business
Alliances."
SUBCONTRACTORS
ASI employs certain selected subcontractors for tasks outside its
expertise, such as aerial photography. The Company also uses subcontractors when
necessary to expand capacity, meet deadlines, reduce production costs, manage
work load and encourage businesses owned by women and minorities. In May 1998,
the Company acquired Interra Technologies, a 280-employee India-based company,
for $438,000. In September 1999 the Company sold Interra to Infotech
Enterprises, Ltd. ("Infotech"), another of its India-based subcontractors. The
Company entered into a five year agreement with Infotech
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to assure the Company's continued exclusive access to Infotech's production
capacity. Under the agreement, the Company also licensed certain of its
proprietary production technology to Infotech and provided certain assurances of
production volume to Infotech. As a means of reducing its production costs, the
Company intends to utilize offshore subcontractors for a higher percentage of
its production in fiscal 2000. See "Risk Factors--Dependence on Subcontractors",
"--Dependence on Offshore Operations" and "--Personnel."
RESEARCH AND DEVELOPMENT
The Company believes that its past success has been largely due to its
technological expertise and operating procedures. The Company has developed and
acquired proprietary software and procedures that automate portions of otherwise
labor-intensive data conversion processes, enabling the Company to provide
cost-effective and high-quality services on a timely basis. The Company intends
to continue its efforts to develop new technology and to improve its existing
technology and procedures, thereby enhancing its ability to expand into
additional markets and further improve its production capacity and productivity.
The Company engages in several research and development activities.
The majority of these activities occur as the Company develops software or
designs a product for a particular contract, so that the costs of such efforts
are included as an integral part of the Company's services. Such custom designed
software can often be applied to projects for other customers. These amounts
expended by the Company are not included in research and development expenses,
although the Company retains ownership of such proprietary software or products.
Approximately 35 employees are substantially engaged in research and development
efforts including three in its Advanced Technology Division. The Company
expended $274,905, $255,928 and $291,073 in its Advanced Technology Division for
the fiscal years ended September 30, 1997, 1998 and 1999 respectively. See "Risk
Factors--Reliance on Technology; Limited Protection of Proprietary Rights."
COMPETITION
The GIS services business is highly competitive and highly fragmented.
The Company's competitors include small regional firms, independent firms, large
companies with GIS services divisions, customer in-house operations and
international low-cost providers of data conversion services. Additionally, as
the GIS services industry evolves, additional competitors with greater resources
than the Company may enter the industry. Two large companies with substantial
financial resources have launched satellites with imagery technology that
provides much more detailed photographs than have been available with such
technology in the past. Although current commercially available satellite
imagery does not provide the degree of resolution required by most of the
Company's customers, if such technology becomes commercially available,
satellite companies may attempt to enter our segments of the GIS services
business or could form strategic alliances with the Company's competitors, and
thereby could pose a substantial competitive threat to the Company. In addition,
other improvements in technology could provide competitors or customers with
readily available tools to perform the services provided by the Company and
lower the cost of entry into the GIS services industry.
ASI seeks to compete on the basis of the quality of its products, the
breadth of its services, and the accuracy, responsiveness and efficiency with
which it can provide services to customers and its capacity to perform large
complex projects. The Company uses its internally-developed proprietary
production software as well as commercially available software to automate much
of the otherwise labor-intensive GIS production process. The Company believes
that its automated approach enables it to achieve more consistent quality and
greater efficiencies than it could if it used more manually-intensive methods.
In 1999, the Company experienced increased price competition,
particularly in the utilities market. This competition came primarily from new
entrants to the market, who perform their work utilizing mostly off-shore
locations. In order to meet this competition, the Company has begun to utilize
off-shore subcontractors for a higher percentage of its production in fiscal
2000.
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The Company also believes that the retention of highly qualified
managers and executive officers is critical to its ability to compete in the GIS
data conversion industry. See "Risk Factors--Competition" and "--Dependence on
Key Personnel."
PERSONNEL
At September 30, 1999, ASI had approximately 1225 employees, virtually
all of whom are full-time. Since September 30, 1999, the Company has reduced its
workforce by approximately 300, primarily as a result of its transition to
having a greater percentage of work performed by its offshore subcontractors.
ASI does not have a collective bargaining agreement with any of its employees
and generally considers relations with its employees to be good.
RISK FACTORS
In addition to the other information set forth in this Form 10-K, the issues and
risks described below should be considered carefully in evaluating the Company's
outlook and future.
RISKS ASSOCIATED WITH CERTAIN SHAREHOLDERS' LITIGATION
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. Plaintiffs in each of these actions allege that
defendants violated Section 10(b) of the Securities Exchange Act of 1934 (the
"Exchange Act"), and Securities and Exchange Commission ("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
January 27, 2000 (the "putative class period"). See "Item 3. Legal Proceedings"
Because this litigation is at an early stage, it is impossible to evaluate the
impact that the above actions, 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.
RISKS ASSOCIATED WITH ACQUISITION STRATEGY
Acquisitions involve a number of special risks, including, but not
limited to, potential adverse short-term effects on the Company's operating
results, diversion of management's attention, the loss of key personnel, risks
associated with the assimilation of the operations and personnel of the acquired
companies, unanticipated business problems or legal liabilities and amortization
of acquired intangible assets. In addition, when the Company acquires another
business, it assumes the obligation to complete the acquired company's contracts
that are in process. The Company's results of operations following any
acquisition will depend, in part, on the ability of the Company to profitably
complete such contracts, which could be adversely affected by the acquired
company's underestimation of the cost or amount of work required to complete the
project as well as additional costs necessary to correct problems associated
with the acquired company's prior performance. There is no assurance that the
Company will be able to integrate acquired businesses into the Company without
substantial costs, delays or other operational or functional difficulties, or to
obtain the synergies expected from such acquisitions. Some or all of these risks
could have a material adverse effect on the Company. In addition, there can be
no assurance that the Company will be able to identify and acquire additional
strategic businesses, and, to the extent that consolidation becomes more
prevalent in the GIS services industry, the prices for attractive acquisition
candidates may reach unacceptably high levels. The inability of the Company to
implement and manage its acquisition strategy successfully for the reasons set
forth above or for other reasons would have an adverse effect on the Company.
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ABILITY TO MANAGE GROWTH
The Company has grown substantially since 1996 and, in particular,
since its acquisition of MSE in July 1997 and Cartotech in June 1998. An
integral part of the Company's long-term strategy is to continue its growth,
both as a result of strategic acquisitions and increased sales by the Company to
new and existing clients. To the extent that the Company is able to continue to
grow, its ability to manage any such growth will be critical to its success.
Acquisitions require the establishment of financial controls and accounting
procedures at the acquired companies and the control of acquisition-related
overhead. The Company is the process of reviewing its financial controls and
accounting procedures (including those at the recently acquired operations) as a
result of an internal investigation into its procedures for estimating
cost-of-completion on its contracts. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations."
Any growth will require the enhancement of operational, financial and
information systems and the attraction and retention of additional management
and trained personnel. There can be no assurance that the Company will be able
to manage expanded operations effectively, and its failure to do so would have a
material adverse effect on the Company.
COMPETITION
The GIS services business is highly competitive and highly fragmented.
The Company's competitors include small regional firms, independent firms, large
companies with GIS services divisions, customer in-house operations and
international low-cost providers of data conversion services. Additionally, as
the GIS services industry evolves, additional competitors with greater resources
than the Company may enter the industry. Two large companies with substantial
financial resources have launched satellites with imagery technology that
provides much more detailed photographs than have been available with such
technology in the past. Although current commercially available satellite
imagery does not provide the degree of resolution required by most of the
Company's customers, if such technology becomes commercially available,
satellite companies may attempt to enter our segments of the GIS services
business or could form strategic alliances with the Company's competitors, and
thereby could pose a substantial competitive threat to the Company. In addition,
other improvements in technology could provide competitors or customers with
tools to perform the services provided by the Company and lower the cost of
entry into the GIS services industry. In 1999, the Company experienced increased
price competition, particularly in the utilities market. This competition came
primarily from new entrants to the market, who perform their work utilizing
mostly off-shore locations. In order to meet this competition, the Company has
begun to utilize off-shore subcontractors for a higher percentage of its
production in fiscal 2000. A number of the Company's competitors or potential
competitors have capabilities and resources greater than those of the Company.
RISKS ASSOCIATED WITH TERMS OF CUSTOMER CONTRACTS
Virtually all of the Company's revenue is earned under long-term,
fixed-price contracts. The Company's contractual obligations typically include
large projects that will extend over one to four years. The Company's ability to
estimate its costs accurately when negotiating the overall price of a project is
critical to ensuring the profitability of such project. The Company must also
control the costs of performance under such fixed-price contracts. As the
Company increases its marketing efforts to obtain larger projects, the needs to
estimate costs accurately and to control costs of performance become more
important. Schedule delays resulting from a customer's lack of available funding
or schedule compressions required by customers may place additional strains on
management to hire and train the personnel required for project completion. The
Company's contracts with its customers are generally terminable by the customer
on relatively short notice, and customers may request that the Company slow down
or scale back the scope of a project in order to satisfy the customer's budget
or cash flow requirements. In addition, the Company could experience material
contract terminations or slowdowns. Long-term, fixed-price contracts for larger
projects generally increase the Company's risk due to inflation. The Company may
find it more difficult in the future to negotiate change orders to take in to
account scope changes that occur after initial contract signing. Contracts are
generally signed with a broad outline of the scope of the work, which is
reflected in the detailed specifications that are prepared after a contract is
signed. In preparing the detailed specifications, customers often negotiate to
include
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items in the original contract scope that ASI did not include when it prepared
its bid. To the extent the Company is not successful in negotiating change
orders to include additional work as outside the scope of the contract, the
Company's profit margin on such contracts could be adversely affected.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
The Company has experienced and expects to continue to experience
quarterly variations in sales and operating income as a result of many factors,
including the effects of acquisitions, timing of customers' budget processes,
slowdowns or acceleration of work by customers, the number of operating days in
each quarter and the impact of weather conditions on the ability of
subcontractors to obtain satisfactory aerial photography. In addition, the
Company has in the past experienced lower sales in its first fiscal quarter
(ended December 31) due to certain customers' year-end funding constraints,
seasonal limitations on obtaining aerial photography and seasonal slowdowns
associated with the year-end holidays.
As a result of a comprehensive review of the Company's contract
cost-of-completion assumptions conducted 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 fiscal quarters of the year ended September 30, 1999. The errors
related principally to the exclusion of certain contract-related costs in the
estimated costs to complete; the untimely recognition of additional anticipated
costs to complete; and the inaccurate assessment of future production
efficiencies and inefficiencies affecting estimated costs to complete.
VOLATILITY OF STOCK PRICE
The Common Stock has experienced, and is likely to continue to
experience significant price and trading volume fluctuations. The trading price
of the Common Stock has been and may continue to be subject to significant
fluctuations in response to actual or anticipated variations in the Company's
quarterly operating results and other factors, such as: the introduction of new
services or technologies by the Company or its competitors; changes in other
conditions in the GIS industry or in the industries of any of the Company's
customers; changes in governmental regulation, government spending levels or
budgetary procedures; changes in securities analysts' estimates of the future
performance of the Company, its competitors or the industry generally; or
general market conditions. The trading price of the Common Stock may vary
without regard to the operating performance of the Company. General market price
declines or market volatility in the future, or future declines or volatility in
the prices of stock for companies in the GIS industry, also could affect the
market price of the Common Stock.
RELIANCE ON TECHNOLOGY; LIMITED PROTECTION OF PROPRIETARY RIGHTS
The Company has devoted significant resources to developing and
acquiring specialized data collection and conversion hardware and software. In
order to remain competitive, it will be necessary for the Company to continue to
select, invest in, acquire and develop new and enhanced technology on a timely
basis. There can be no assurance that the Company will be successful in these
efforts or in anticipating developments in data conversion technology. Although
the Company believes that its operating procedures and proprietary software have
been important factors in its success, the technology used by the Company in
developing its proprietary software is readily available to, or could legally be
duplicated by, its competitors. The Company does not have any patent protection
for its products or technology. Although the Company relies to a great extent on
trade secret protection for much of its technology and has obtained
confidentiality agreements from most of its employees, third parties could
independently develop similar technology, obtain unauthorized access to the
Company's proprietary technology or misappropriate technology to which the
Company has granted access.
DEPENDENCE ON CERTAIN CUSTOMER MARKETS
The Company derives its revenues primarily from two core markets,
utilities and state and local governments, and also serves federal agencies and
commercial businesses. The ongoing consolidation of the utility industry could
increase competition for the GIS services projects of the utilities that remain.
Also, to the extent that utilities remain regulated, legal, financial and
political considerations may
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constrain the ability of utilities to fund geographic information systems. Many
state and municipal entities are subject to legal constraints on spending, and a
multi-year contract with any such entity may be subject to termination in any
subsequent year if the entity does not choose to appropriate funds for such
contracts in that year. Moreover, fundamental changes in the business practices
or capital spending policies of any of these customers, whether due to
budgetary, regulatory, technological or other developments or changes in the
general economic conditions in the industries in which they operate, could cause
a material reduction in demand by such customers for the services offered by the
Company. Any such reduction in demand could have a material adverse effect on
the Company.
RISK ASSOCIATED WITH ENTRY INTO NEW MARKETS
The Company's strategy is to enter into new markets for GIS and
related services, such as wireless telecommunications, and provide additional
services, such as consulting. The Company anticipates that these marketing
efforts will require the Company to retain its existing personnel and make
additional expenditures for experienced personnel, training and capital
investments. To the extent the Company is unable to attract and retain a
sufficient sales force to carry out these new marketing initiatives, the
Company's sales could be adversely affected. To the extent that additional sales
generated from these new markets do not offset the additional expenses, the
Company's profitability could be adversely affected. The Company cannot predict
whether current or future customers will purchase these additional services or
whether the Company will be successful in penetrating these new markets. If the
Company is unable to successfully penetrate these new markets, its revenues will
not increase as anticipated. In addition, the focus on new markets may direct
the Company's attention away from its core markets, which could cause the
Company's revenues in its established markets to decline.
DEPENDENCE ON INTERNAL LABOR FORCE
The Company's business is labor-intensive and requires trained
employees. In order to support additional growth, if any, the Company must
increase production capacity by the addition of more employees. There can be no
assurance that the Company will be able to continue to hire, train and retain
sufficient numbers of qualified employees. A significant portion of the
Company's costs consists of wages to hourly workers. An increase in hourly
wages, costs of employee benefits or employment taxes could have a material
adverse effect on the Company. Turnover could increase for any of several
reasons, including the recent layoffs and increased competition for labor.
Higher turnover among the Company's employees would increase the Company's
recruiting and training costs, could affect the Company's ability to perform
services and earn revenues on a timely basis and could decrease operating
efficiencies and productivity.
DEPENDENCE ON SUBCONTRACTORS
The Company employs certain selected subcontractors for tasks outside
its expertise, such as for the acquisition of aerial photography. The Company
also uses subcontractors for work similar to that performed by its own employees
in order to expand capacity, meet deadlines, reduce production costs, manage
work load and encourage businesses owned by women and minorities. The inability
to obtain the services of such qualified subcontractors when needed or at all
could have a material adverse effect on the Company.
As a means of reducing its production costs, the Company intends to
utilize offshore subcontractors for a higher percentage of its production in
fiscal 2000. However, there is no assurance that the Company's objectives will
be achieved. See "Business--Subcontractors."
RISKS RELATING TO INTERNATIONAL SALES
In fiscal 1999, revenues from international sales represented
approximately 8% of the Company's total revenues. The Company intends to
continue expanding its operations outside the United States and to enter
additional international markets, which will require management attention and
financial resources. If foreign sales become a more significant component of the
Company's net sales, the Company's business will become more vulnerable to the
inherent risks of doing business internationally, including increased
difficulties in collection of accounts receivable, unexpected changes in
regulatory requirements, tariffs and other trade barriers, fluctuations in
currency exchange rates, potentially adverse
- 8 -
<PAGE> 11
tax consequences and political instability. The existence or occurrence of any
one of these factors could have a material adverse effect on the Company.
Dependence on Business Alliances
A portion of the Company's sales is the result of referrals derived,
either directly or indirectly, from engineers, software developers and
consultants in the GIS industry. The Company believes that its continued success
in the GIS services market is dependent, in part, on its ability to maintain
current relationships and to cultivate additional relationships with other
industry participants. Such participants could acquire a GIS data collection or
data conversion business or businesses or form other relationships with the
Company's competitors. Furthermore, the Company's efforts to expand into new
markets may adversely affect its current and future relationships with these
participants. There can be no assurance that relationships with GIS consultants
will continue to be a source of business for the Company. The inability of the
Company to maintain such relationships or to form new relationships could have a
material adverse effect on the Company.
DEPENDENCE ON KEY PERSONNEL
The success of the Company depends in large part upon the continued
service of its executive officers and other key employees. In January 2000 the
Company's Chairman and CEO, Sid Corder, retired, and in February 2000 its Chief
Financial Officer, Vince Otto, resigned. The Company has appointed Sol C.
Miller, the Company's largest stockholder, a director of the Company and former
owner of MSE, which was acquired by the Company in July 1997, as interim CEO and
John Thorpe, a director and founder of the Company, as assistant CEO while a
search for a new CEO is ongoing. The Company also hired Michael Renninger who
will become the Company's new Chief Financial Officer effective March 7, 2000.
The Company is actively seeking a new Chief Executive Officer. The Company may
be adversely affected if the management changes are not effective and if the
Company is not able to recruit a new CEO and retain qualified individuals to
serve in senior management positions.
While the Company has employment agreements with certain of its key
personnel, there is no assurance that the Company will be able to retain the
services of such key personnel. The Company does not maintain any key person
life insurance policies. Recent layoffs and employees' attitudes toward the
future prospects of the Company may impair the Company's ability to retain and
recruit key personnel. The loss of additional key personnel or the inability to
obtain additional key personnel could have a material adverse effect on the
Company.
DEPENDENCE ON OFFSHORE OPERATIONS
The Company utilizes subcontractors in India and may from time to time
use subcontractors in other overseas locations to perform certain data capture
tasks at lower costs than could be achieved in the United States. While the
amounts paid for the performance of services overseas have not, to date, been
material, the ability of the Company to perform services under some existing
contracts on a profitable basis is dependent upon the continued availability of
its overseas subcontractors. In the past, India has experienced significant
inflation as well as civil unrest and regional conflicts. Moreover, the Indian
government has exercised and continues to exercise significant influence over
many aspects of the Indian economy. Events or governmental actions that would
impede or prohibit the operations of the Company's subcontractors could have a
material adverse effect on the Company.
EFFECT OF PREFERRED STOCK PROVISIONS
The Company's Articles of Incorporation allow the Board of Directors
to issue up to 2,500,000 shares of preferred stock and to fix the rights,
privileges and preferences of those shares without any further vote or action by
the shareholders. The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any preferred
stock that may be issued by the Company in the future. Although the Company has
no present intention to issue any preferred stock, any such issuance could be
used to discourage an unsolicited acquisition proposal by a third party.
ITEM 3. LEGAL PROCEEDINGS.
- 9 -
<PAGE> 12
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. Plaintiffs in each
of the actions 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 January 27, 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.
It is expected that the various actions will be consolidated before
one judge, and that plaintiffs then will file a single, consolidated class
action complaint. Because this litigation is at an early stage, it is impossible
to evaluate the impact that the above actions, 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.
PART II.
ITEM 6. SELECTED FINANCIAL DATA.
The following selected consolidated financial data as of and for the
fiscal years ended September 30, 1995, 1996, 1997, 1998 and 1999 are derived
from consolidated financial statements of the Company which have been audited by
KPMG LLP, independent accountants. The Company's historical consolidated
financial statements as of September 30, 1998 and 1999 and for the years ended
September 30, 1997, 1998, and 1999 are contained elsewhere in this Report. The
following selected consolidated financial data should be read in conjunction
with the Company's consolidated financial statements and the related notes
thereto and with Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations included elsewhere in this Report.
<TABLE>
<CAPTION>
1995 1996(1)(2) 1997(3) 1998(4) 1999
------- ---------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Sales $13,538 22,669 40,799 88,155 103,254
Cost and expenses:
Salaries, wages and related benefits 5,247 10,501 19,792 42,953 57,571
Subcontractor costs 3,244 3,898 5,899 11,961 15,628
Other general and administrative 2,244 3,681 7,115 14,964 18,112
Depreciation and amortization 784 1,184 1,780 3,860 5,661
------- ------- ------ ------ -------
11,519 19,264 34,586 73,738 96,972
------- ------- ------ ------ -------
Earnings from operations 2,019 3,405 6,213 14,417 6,282
Other expenses, net 119 339 770 2,292 1,439
------- ------- ------ ------ -------
Earnings before income taxes 1,900 3,066 5,443 12,125 4,843
Income tax expenses 716 1,153 2,112 4,894 2,053
------- ------- ------ ------ -------
Net earnings $ 1,184 1,913 3,331 7,231 2,790
======= ======= ====== ====== =======
Diluted earnings per share $ 0.27 0.38 0.60 1.06 0.39
======= ======= ====== ====== =======
Weighted average common shares outstanding-diluted 4,408 5,033 5,562 6,819 7,177
CONSOLIDATED BALANCE SHEET DATA:
Working capital $ 5,738 9,986 21,085 40,986 40,029
Total assets $10,048 21,988 50,146 94,540 89,242
Long-term debt, less current maturities $ 408 4,528 14,145 29,920 20,339
Total stockholders' equity $ 6,654 10,926 23,831 44,463 50,663
</TABLE>
- 10 -
<PAGE> 13
- --------------------
(1) In December 1995 the Company acquired Intelligraphics for $3.5 million in
cash and 345,000 shares of restricted Common Stock valued at $891,000.
(2) In July 1996 the Company acquired ASI Landmark for $2.0 million in cash.
(3) In July 1997 the Company acquired MSE for $12.5 million in cash and 925,000
shares of restricted Common Stock valued at $7.3 million.
(4) In June 1998 the Company acquired Cartotech for $8.1 million in cash and
354,167 shares of restricted common stock valued at $8.3 million.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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-K. This Form 10-K contains forward-looking statements that involve risk and
uncertainties. The statements contained in this Form 10-K 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-K, or in the documents incorporated by reference into this Form 10-K, the
words "anticipate," "believe," "estimate," "intend" and "expect" and similar
expressions are intended to identify such forward-looking statements. Such
forward-looking statements include, without limitation, the statements in Item 1
Business Risk Factors and statements relating to competition, future
acquisitions, management of growth, international sales, the Company's strategy,
future sales, year 2000 compliance, future expenses and future liquidity and
capital resources. All forward-looking statements in this Form 10-K are based
upon information available to the Company on the date of this Form 10-K, 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-K. Factors that could cause or contribute to such differences include,
but are not limited to, the resolution or outcome of the putative class action
litigation, the effect of changes in management in the Company and the ability
of the Company to attract a new CEO and retain qualified individuals to serve in
key management positions, and those discussed below, in Item 1. Business--"Risk
Factors," and elsewhere in this Form 10-K.
OVERVIEW
The Company, a leading provider of data conversion and digital mapping
services to users of customized geographic information systems, was founded in
1981 by John A. Thorpe. From 1981 to 1990, the Company experienced steady growth
in revenues with periodic fluctuations in financial results. In 1990, the
Company implemented a controlled growth strategy, including improving and
standardizing operating controls and procedures, investing in infrastructure,
upgrading the Company's proprietary software and establishing capital sources.
In 1995, ASI embarked on a growth strategy which included
consolidation of the fragmented GIS services industry. The Company completed
four strategic acquisitions that expanded the Company's geographical scope,
capacity, customer base, product offerings, proprietary technology and
operational expertise. The Company acquired Intelligraphics, Inc.
("Intelligraphics") located in Wisconsin in December 1995; Westinghouse Landmark
GIS, Inc. ("ASI Landmark") located in North Carolina in July 1996, MSE
Corporation ("MSE") located in Indiana in July 1997 and Cartotech, Inc.
("Cartotech") located in Texas in June 1998.
In conjunction with the above acquisitions, the Company has recorded
goodwill, which represents the excess of the purchase price over the fair value
of the net assets acquired in business combinations. As of September 30, 1999,
goodwill, net of accumulated amortization, was $22.1 million. The Company
amortizes the value of the intangible assets acquired in its recent business
acquisitions over a period of 15 years, representing the expected period of
benefit from the acquisitions. The Company believes this amortization period to
be appropriate based on the historical and forecasted operating results of the
acquired businesses.
Changes in market conditions were encountered in fiscal year 1999
which resulted in a reduction of timely order flow and reduced the Company's
order backlog to $79.8 million at September 30, 1999. Management believes these
market conditions were primarily caused by consolidation in the utility
industry, year-2000 computer concerns and increased competition from companies
with offshore
- 11 -
<PAGE> 14
operations. Investments in expanded market development activities combined with
the reduced order backlog are expected to prevent the Company from achieving its
historical range of growth during fiscal year 2000. Management continues to
monitor production requirements and seeks to optimize its domestic and overseas
production capacities to match actual production requirements.
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 reevaluated monthly.
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.
On January 27, 2000, the Company announced that it was conducting a
detailed review of its cost-of-completion assumptions related to its contracts
under the supervision of the Audit Committee of the Board of Directors that
might lead to a restatement of its financial results for fiscal 1999. As a
result of this comprehensive review, 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;
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.
As a result of this review, the estimates of costs to complete for
certain of the Company's contracts was increased. Since the cost estimates are
used to determine the amount of revenue to be recognized, the effect of these
changes in cost estimates was to reduce sales and net income for fiscal 1999 by
$10.9 million and $6.5 million, respectively, from the Company's previously
reported results. This reduction in revenue will be recovered over the remaining
lives of the affected contracts, approximately six to fifteen months. The
increase in estimated costs to complete will reduce profits, if any, to be
realized on these contracts.
The Company experiences yearly and quarterly fluctuations in
production costs, in salaries, wages and related benefits and in subcontractor
costs. These costs may vary as a percentage of sales from period to period. The
Company anticipates that, as a percentage of sales, subcontractor costs will
increase with a corresponding decrease in salaries, wages and related benefits.
This is due, in part, to the Company's September 1999 sale of Cartographic
Sciences (formerly Interra Technologies), an India-based company, to InfoTech
Enterprises Ltd. InfoTech is a provider of subcontractor services to the
Company, and although there can be no assurances that it will be successful, the
Company expects to utilize InfoTech for a higher percentage of its production in
fiscal 2000. The following table illustrates the relationship of salaries, wages
and related benefits and subcontractor costs to sales:
YEAR ENDED SEPTEMBER 30,
------------------------
1997 1998 1999
---- ---- ----
PERCENTAGE OF SALES:
Salaries, wages and related benefits 48.5% 48.7% 55.8%
Subcontractor costs 14.5% 13.6% 15.1%
Total production costs 63.0% 62.3% 70.9%
The Company recognizes losses on contracts in the period such loss is
determined. From the beginning of fiscal 1997 through the end of fiscal 1999,
the Company has recognized aggregate losses on contracts of approximately $1.4
million. Over the same period, the Company recognized sales of
- 12 -
<PAGE> 15
$232.2 million. Sales and marketing expenses associated with obtaining contracts
are expensed as incurred.
Backlog increases when new contracts are signed and decreases as
revenue is recognized. As of September 30, 1999, backlog was $79.8 million.
A number of the projects awarded to the Company are relatively large
($2 million or greater), which can increase the Company's risk due to inflation,
as well as changes in customer expectations and funding availability. The
Company's contracts are generally terminable on short notice, and while in the
Company's experience such termination is rare, there is no assurance that the
Company will receive all of the revenue anticipated under signed contracts. See
Item 1. Business "--Risk Factors - Risks Associated with Terms of Customer
Contracts."
The Company engages in research and development activities. The
majority of these activities occur as the Company develops software or designs a
product for a particular contract, so that the costs of such efforts are
included as an integral part of the Company's services. Such custom-designed
software can often be applied to projects for other customers. These amounts
expended by the Company are not included in research and development expenses,
although the Company retains ownership of such proprietary software or products.
The Company, through its Advanced Technology Division, also engages in research
and development activities independently of the Company's work on particular
customer projects. For fiscal 1997, 1998 and 1999, the Company expended
$274,905, $255,928 and $291,073, respectively on such independent research and
development activities in the Advanced Technology Division.
RESULTS OF OPERATIONS
The following table sets forth, for the fiscal years ended September
30 below, selected consolidated statement of operations data expressed as a
percentage of sales:
1997 1998 1999
PERCENTAGE OF SALES:
Sales 100.0% 100.0% 100.0%
Costs and expenses:
Salaries, wages and related benefits 48.5 48.7 55.8
Subcontractor costs 14.5 13.6 15.1
Other general and administrative 17.4 16.9 17.5
Depreciation and amortization 4.4 4.4 5.5
---- ---- ----
Earnings from operations 15.2 16.4 6.1
Other expense, net 1.9 2.6 1.4
---- ---- ----
Earnings before income taxes 13.3 13.8 4.7
Income tax expense 5.1 5.6 2.0
---- ---- ----
Net earnings 8.2% 8.2% 2.7%
==== ==== ====
FISCAL YEARS ENDED SEPTEMBER 30, 1999 AND 1998
Sales. The Company's sales consist of revenue recognized for services performed.
Sales increased 17.1% or $15.1 million to $103.3 million for fiscal 1999 from
$88.2 million for fiscal 1998. This increase was due to an increase in the
number and size of customer contracts with the Company (including Cartotech) as
well as the impact of the acquisition of Cartotech in June 1998. Prior to its
acquisition by the Company, Cartotech's sales for fiscal 1998 were approximately
$14.6 million.
Salaries, wages and related benefits. Salaries, wages and related benefits
includes employee compensation for production, marketing, selling,
administrative and executive employees. Salaries,
- 13 -
<PAGE> 16
wages and related benefits increased 34.0% to $57.6 million for fiscal 1999 from
$43.0 million for fiscal 1998. This increase was primarily due to the addition
of over 270 employees as a result of the Cartotech acquisition in June 1998, as
well as the hiring of additional employees to support the Company's anticipated
increase in business. As a percentage of sales, salaries, wages and related
benefits increased to 55.8% for fiscal 1999 from 48.7% for fiscal 1998. This
increase was primarily attributable to a reduction in sales volume.
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 30.7% to $15.6 million
for fiscal 1999 from $12.0 million for fiscal 1998, and increased as a
percentage of sales to 15.1% for fiscal 1999 from 13.6% for fiscal 1998.
Other general and administrative costs. Other general and administrative costs
includes rent, maintenance, travel, supplies, utilities, insurance and
professional services. Such costs increased 21.0% to $18.1 million for fiscal
1999 from $15.0 million for fiscal 1998, primarily due to the acquisition of
Cartotech. As a percentage of sales, other general and administrative costs
increased to 17.5% for fiscal 1999 from 17.0% for fiscal 1998.
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 fiscal 1999, depreciation and amortization increased 46.7% to $5.7
million from $3.9 million for fiscal 1998. This increase was primarily
attributable to the increased goodwill recorded as a result of the Cartotech
acquisition. As a percentage of sales, depreciation and amortization increased
to 5.5% for fiscal 1999 from 4.4% for fiscal 1998.
Other expense, net. Other expense, net is comprised of net interest expense and
the net gain on sale of assets. Interest expense increased 25.1% to $2.7 million
for fiscal 1999 from $2.2 million in fiscal year 1998. This increase was
primarily due to the full year interest expense on debt incurred in connection
with the acquisition of Cartotech in June 1998. The gain on sale of assets was
$1.1 million in fiscal 1999, up from $15,000 in fiscal 1998, primarily due to
the gain on sale of the Cartographic Sciences unit in 1999.
Income tax expense. Income tax expense was $2.1 million for fiscal 1999 compared
to $4.9 million for fiscal 1998. The Company's effective income tax rate for
fiscal 1999 was 42.4%, an increase from 40.4% for fiscal 1998.
Fiscal Years Ended September 30, 1998 and 1997
Sales. Sales increased $47.4 million to $88.2 million for fiscal 1998 from $40.8
million for fiscal 1997. This increase was due to an increase in the number and
size of customer contracts with the Company (including MSE and Cartotech) as
well as the impact of the acquisition of MSE in July 1997 and Cartotech in June
1998. Prior to their acquisition by the Company, MSE's sales for fiscal 1996
were approximately $ 22.5 million and Cartotech's sales for fiscal 1997 were
approximately $14.6 million.
Salaries, wages and related benefits. Salaries, wages and related benefits
increased 117.0% to $43.0 million for fiscal 1998 from $19.8 million for fiscal
1997. This increase was primarily due to the addition of over 325 employees as a
result of the MSE acquisition in July 1997 and 270 employees as a result of the
Cartotech acquisition in June 1998, as well as the hiring of additional
employees to support the Company's increased business. As a percentage of sales,
salaries, wages and related benefits increased to 48.7% for fiscal 1998 from
48.5% for fiscal 1997. This increase, and the corresponding decrease in
subcontractor costs, was primarily attributable to the Company's increased
capability to perform more tasks internally as well as a decrease in the number
of projects which required subcontractor services.
Subcontractor costs. Subcontractor costs increased 102.8% to $12.0 million for
fiscal 1998 from $5.9 million for fiscal 1997, but decreased as a percentage of
sales to 13.6% for fiscal 1998 from 14.5% for fiscal 1997.
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<PAGE> 17
Other general and administrative costs. Other general and administrative costs
increased 110.3% to $15.0 million for fiscal 1998 from $7.1 million for fiscal
1997, primarily due to the acquisition of MSE and Cartotech. As a percentage of
sales, other general and administrative costs decreased to 16.9% for fiscal 1998
from 17.4% for fiscal 1997.
Depreciation and amortization. Depreciation and amortization increased 116.9% to
$3.9 million in fiscal 1998 from $1.8 million for fiscal 1997. This increase was
primarily attributable to the increased goodwill recorded as a result of the MSE
and Cartotech acquisitions. As a percentage of sales, depreciation and
amortization was 4.4% for both fiscal 1998 and 1997.
Other expense, net. Other expense, net is comprised primarily of net interest
expense. Net interest expense increased 179.3% to $2.2 million for fiscal 1998
from $772,000 for fiscal 1997. This increase was primarily due to increased term
debt incurred in connection with the acquisition of MSE in July 1997 and
Cartotech in June 1998 and increased utilization of the Company's lines of
credit for working capital.
Income tax expense. Income tax expense was $4.9 million for fiscal 1998 compared
to $2.1 million for fiscal 1997. The Company's effective income tax rate for
fiscal 1998 was 40.4%, an increase from 38.8% for fiscal 1997, due to increases
in state 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.
As of September 30, 1999, the Company had no borrowings outstanding on its
working capital lines of credit and $27.6 million on its term debt. 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 the new credit facilities bear 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 Offer Rate (LIBOR) plus a margin
ranging from 1.25% to 2.25%. The effective borrowing rate was 6.63% on September
30, 1999. The loan agreement contains covenants which require, among other
things, the maintenance of certain financial ratios and include certain
limitations on capital expenditures and dividend payments.
The Company was in violation of certain of the financial ratio
covenants at September 30, 1999. Subsequent to September 30, 1999, the Company
received a waiver of these covenants through May 15, 2000. The loan agreement
was amended on March 6, 2000 to eliminate the financial covenants that the
Company had violated and established 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 Company's cash flow is significantly affected by customer contract
terms and progress achieved on projects. Fluctuations in cash flow from
operations is reflected in 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 investment by ASI in
its business, affect the Company's cash flow as projects are signed, performed,
billed and collected.
Net cash provided by the Company's operating activities was $9.4
million for fiscal year 1999. Net cash used by the Company's operating
activities was $4.4 million in 1998 and net cash provided by operating
activities was $2.7 million for fiscal year 1997. The changes in the
contract-related accounts described in the previous paragraph were not a
significant use of cash in fiscal 1999. Accounts payable and accrued expenses
decreased $2.8 million from September 30, 1998 to September 30, 1999 primarily
due to lower amounts owed to subcontractors at the end of fiscal 1999.
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<PAGE> 18
Cash used by investing activities for fiscal years 1997 and 1998 was
$12.5 million and $12.2 million, respectively. Cash provided by investing
activities for fiscal year 1999 was $0.28 million. Proceeds from sales of assets
were $4.1 million in 1999 primarily due to the sales of the Mid-States
Engineering and Cartographic Sciences units. Cash used by investing activities
principally consisted of payments for net assets acquired in business
combinations and purchases of equipment and leasehold improvements.
Cash provided by financing activities for fiscal years 1997 and 1998
was $10.3 million and $17.3 million, respectively. Cash flows used by financing
activities was $5.3 million in fiscal year 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.
The Company believes that funds available under its lending
arrangements and cash flows from operations are adequate to finance its
operations for at least the next 18 months.
RESTATED QUARTERLY FINANCIAL INFORMATION
As a result of a comprehensive review of the Company's contract
cost-of-completion assumptions, 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 the timing of the error,
and the appropriate fiscal 1999 quarter's operating results were restated
accordingly.
Since the cost estimates are used to determine the amount of revenue
to be recognized, the effect of these changes in cost estimates was to reduce
sales and net income for fiscal 1999 by $13.1 million and $8.2 million,
respectively.
Selected quarterly financial data for the years ended September 30,
1999 (as originally reported for each quarter and as restated) and 1998 are as
follows:
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
------------------------------------- -------------- --------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
1999(Originally Reported)
-------------------------
Sales $ 28,229 $ 29,166 $ 31,167 $ 24,986 $ 113,548
Income before inc. taxes 3,886 4,296 5,080 2,029 15,291
Net income 2,273 2,580 3,018 1,397 9,268
Earnings per share
------------------
Basic 0.34 0.38 0.44 0.20 1.36
Diluted 0.32 0.36 0.42 0.19 1.29
-------------------------------- -------------- --------------- -------------- ------------- --------------
1999 Restatements
-----------------
Sales $( 1,378) $ (1,963) $ (1,639) $ (5,314) $ (10,294)
Income (loss) before (1,378) (1,963) (1,709) (5,398) (10,448)
income taxes
Net income (854) (1,217) (1,016) (3,391) (6,478)
Earnings (loss) per share
-------------------------
Basic (0.13) (0.18) (0.15) (0.49) (0.95)
Diluted (0.12) (0.17) (0.14) (0.47) (0.90)
-------------------------------- -------------- --------------- -------------- ------------- --------------
</TABLE>
- 16 -
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C> <C>
1999 (As Revised)
-----------------
Sales $ 26,851 $ 27,203 $ 29,528 $ 19,672 $ 103,254
Income (loss) before 2,508 2,333 3,371 (3,369) 4,843
income taxes
Net income 1,419 1,363 2,002 (1,994) 2,790
Earnings (loss) per share
-------------------------
Basic 0.21 0.20 0.29 (0.29) 0.41
Diluted 0.20 0.19 0.28 (0.28) 0.39
-------------------------------- -------------- --------------- -------------- ------------- --------------
1998
----
Sales $ 17,402 $ 19,951 $ 22,752 $ 20,334 $ 88,155
Income before inc. taxes 2,595 2,946 3,156 3,428 12,125
Net income 1,556 1,801 1,885 1,989 7,231
Earnings per share
------------------
Basic 0.25 0.29 0.30 0.30 1.14
Diluted 0.23 0.27 0.28 0.28 1.06
</TABLE>
YEAR 2000 ISSUES
The "Year 2000" issue is the result of computer programs using two
digits, rather than four, to define the applicable year. The failure of such
programs to recognize the year 2000 as such could result in system failures and
miscalculations or errors causing disruptions of operations or other business
problems, including among others a temporary inability to process transactions,
send invoices or engage in similar normal business activities. The Company and
the third parties with which it does business rely on numerous computer programs
in their daily operations.
As a result of the calendar year change to 2000, neither the Company
nor, to the Company's knowledge any of its customers or subcontractors, have
experienced any material adverse effects to their respective businesses as a
result of the Year 2000 issue.
- 17 -
<PAGE> 20
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Analytical Surveys, Inc.:
We have audited the accompanying consolidated balance sheets of Analytical
Surveys, Inc. and subsidiaries as of September 30, 1998 and 1999, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended September 30, 1999.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
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 audits 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Analytical Surveys,
Inc. and subsidiaries as of September 30, 1998 and 1999, and the results of
their operations and their cash flows for each of the years in the three-year
period ended September 30, 1999 in conformity with generally accepted accounting
principles.
KPMG LLP
Indianapolis, Indiana
December 29, 1999,
except as to the last paragraph of
note 4 and notes 10 and 11,
which are as of March 6, 2000
- 18 -
<PAGE> 21
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 1998 and 1999
(In thousands)
<TABLE>
<CAPTION>
ASSETS 1998 1999
---- ----
<S> <C> <C>
Current assets:
Cash $ 2,243 6,659
Accounts receivable, net of allowance for doubtful
accounts of $161 and $138 in 1998 and 1999,
respectively (notes 3 and 9) 17,501 15,074
Revenue earned in excess of billings (note 3) 39,316 30,898
Deferred income taxes (note 6) 557 402
Income taxes receivable 675 4,085
Prepaid expenses and other 659 1,066
-------- -------
Total current assets 60,951 58,184
-------- -------
Equipment and leasehold improvements, at cost:
Equipment 13,015 13,916
Furniture and fixtures 1,594 1,581
Leasehold improvements 817 1,076
-------- -------
15,426 16,573
Less accumulated depreciation and amortization (7,470) (8,740)
-------- -------
Net equipment and leasehold improvements 7,956 7,833
-------- -------
Deferred income taxes 134 590
Goodwill, net of accumulated amortization of $1,654 and
$3,174 in 1998 and 1999, respectively (note 2) 25,272 22,098
Other assets, net of accumulated amortization of $549 and
$774 in 1998 and 1999, respectively 227 537
-------- -------
Total assets $ 94,540 89,242
======== =======
</TABLE>
-19-
<PAGE> 22
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 1998 and 1999
(In thousands)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 1998 1999
---- ----
<S> <C> <C>
Current liabilities:
Current portion of long-term debt (note 4) $ 4,594 7,265
Billings in excess of revenue earned (note 3) 1,232 2,008
Accounts payable and other accrued liabilities 8,229 5,063
Accrued payroll and related benefits 5,910 3,819
------- -------
Total current liabilities 19,965 18,155
Long-term debt, less current portion (note 4) 29,920 20,339
Other liabilities 192 85
------- -------
Total liabilities 50,077 38,579
------- -------
Stockholders' equity (note 7):
Preferred stock, no par value. Authorized 2,500
shares; none issued or outstanding -- --
Common stock, no par value. Authorized 100,000
shares; 6,732 and 6,948 shares issued and
outstanding in 1998 and 1999, respectively 28,670 32,080
Retained earnings 15,793 18,583
------- -------
Total stockholders' equity 44,463 50,663
------- -------
Commitments (note 5)
Total liabilities and stockholders' equity $94,540 89,242
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
-20-
<PAGE> 23
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended September 30, 1997, 1998 and
1999 (In thousands, except per share amounts)
<TABLE>
<CAPTION>
1997 1998 1999
---- ---- ----
<S> <C> <C> <C>
Sales $40,799 88,155 103,254
------- ------ -------
Costs and expenses:
Salaries, wages and benefits 19,792 42,953 57,571
Subcontractor costs 5,899 11,961 15,628
Other general and administrative 7,115 14,964 18,112
Depreciation and amortization 1,780 3,860 5,661
------- ------ -------
34,586 73,738 96,972
------- ------ -------
Earnings from operations 6,213 14,417 6,282
------- ------ -------
Other income (expense):
Interest expense, net (772) (2,156) (2,698)
Costs related to terminated stock offering -- (300) --
Gain on sale of subsidiaries (note 2) -- -- 1,084
Other 2 164 175
------- ------ -------
(770) (2,292) (1,439)
------- ------ -------
Earnings before income taxes 5,443 12,125 4,843
Income tax expense (note 6) 2,112 4,894 2,053
------- ------ -------
Net earnings $ 3,331 7,231 2,790
======== ====== =======
Earnings per common share:
Basic $ 0.64 1.14 0.41
Diluted $ 0.60 1.06 0.39
Weighted average outstanding common shares:
Basic 5,244 6,349 6,833
Diluted 5,562 6,819 7,177
</TABLE>
See accompanying notes to consolidated financial statements.
-21-
<PAGE> 24
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended September 30, 1997, 1998 and 1999
(In thousands)
<TABLE>
<CAPTION>
COMMON STOCK
------------------ RETAINED
SHARES AMOUNT EARNINGS TOTAL
------ ------ -------- -----
<S> <C> <C> <C> <C>
Balances at October 1, 1996 4,887 $ 5,695 5,231 10,926
Common stock issued in connection
with business combination (note 2) 925 7,313 -- 7,313
Exercise of stock options 302 954 -- 954
Tax benefit relating to exercise of stock
options -- 1,307 -- 1,307
Net earnings -- -- 3,331 3,331
------ ------- ------ -------
Balances at September 30, 1997 6,114 15,269 8,562 23,831
Common stock issued in connection
with business combination (note 2) 354 8,269 -- 8,269
Exercise of stock options 264 2,017 -- 2,017
Tax benefit relating to exercise of stock
options -- 3,115 -- 3,115
Net earnings -- -- 7,231 7,231
------ ------- ------ -------
Balances at September 30, 1998 6,732 28,670 15,793 44,463
Common stock issued in connection
with business combination (note 2) 22 514 -- 514
Exercise of stock options 194 1,595 -- 1,595
Tax benefit relating to exercise of stock
options -- 1,301 -- 1,301
Net earnings -- -- 2,790 2,790
------ ------- ------ -------
Balances at September 30, 1999 6,948 $32,080 18,583 50,663
====== ======= ====== =======
</TABLE>
See accompanying notes to consolidated financial statements.
-22-
<PAGE> 25
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended September 30, 1997, 1998 and 1999
(In thousands)
<TABLE>
<CAPTION>
1997 1998 1999
------- -------- ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 3,331 7,231 2,790
Adjustments to reconcile net earnings to net cash provided
(used) by operating activities:
Depreciation and amortization 1,780 3,860 5,661
Gain on sale of subsidiaries (2) (15) (1,084)
Deferred income tax benefit (55) (350) (470)
Tax benefit relating to exercise of stock options 1,307 3,115 1,301
Changes in operating assets and liabilities, net of effect of business
combinations:
Accounts receivable, net 951 (6,907) 1,138
Revenue earned in excess of billings (4,746) (16,213) 7,718
Income taxes receivable or payable -- (675) (3,369)
Prepaid expenses and other 9 15 (336)
Billings in excess of revenue earned (302) 121 866
Accounts payable and other accrued liabilities (111) 3,434 (2,835)
Accrued payroll and related benefits 555 1,963 (1,956)
-------- ------ -----
Net cash provided (used) by operating activities 2,717 (4,421) 9,424
-------- ------ -----
Cash flows from investing activities:
Purchase of equipment and leasehold improvements (1,596) (3,888) (3,295)
Cash proceeds from sales of subsidiaries 159 15 3,578
Payments for net assets acquired in business combinations,
net of cash acquired (11,092) (8,337) --
-------- ------ -----
Net cash provided (used) by investing activities (12,529) (12,210) 283
-------- ------ -----
Cash flows from financing activities:
Net borrowings (payments) under lines-of-credit with bank (2,027) 4,277 (5,750)
Proceeds from issuance of long-term debt 12,714 29,072 4,003
Principal payments on long-term debt (1,292) (18,051) (5,139)
Proceeds from exercise of stock options 954 2,017 1,595
-------- ------ -----
Net cash provided (used) by financing activities 10,349 17,315 (5,291)
-------- ------ -----
Net increase in cash 537 684 4,416
Cash at beginning of year 1,022 1,559 2,243
-------- ------ -----
Cash at end of year $ 1,559 2,243 6,659
======== ====== =====
Supplemental disclosures of cash flow information:
Cash paid for interest $ 815 2,113 2,567
======== ====== =====
Cash paid for income taxes $ 888 2,643 4,295
======== ====== =====
Common stock issued for net assets acquired in business combinations $ 7,313 8,269 514
======== ====== =====
Equity securities received in sale of subsidiary $ -- -- 535
======== ====== =====
</TABLE>
See accompanying notes to consolidated financial statements.
-23-
<PAGE> 26
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION
Analytical Surveys, Inc. (ASI or the Company) is a Colorado
corporation formed in 1981. ASI's primary business is the
production of precision computerized maps and information files
used in Geographic Information Systems (GIS). Federal, state and
local government agencies and commercial companies use GIS to
manage information relating to utilities, natural resources,
streets, land use and property taxation. The Company operates in
one business segment.
The consolidated financial statements include the accounts of the
Company and its wholly and majority owned subsidiaries. All
significant intercompany balances and transactions have been
eliminated in consolidation.
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
(b) EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements are recorded at cost.
Depreciation and amortization are provided using the straight-line
method over the following estimated useful lives:
Equipment 3 to 5 years
Furniture and fixtures 3 to 5 years
Leasehold improvements 5 to 10 years
Maintenance, repairs and renewals which do not add to the value of
an asset or extend its useful life are charged to expense as
incurred.
(c) REVENUE RECOGNITION
The Company recognizes revenue using the percentage of completion
method of accounting based on the cost-to-cost method, whereby the
percentage complete is based on costs incurred in relation to
total estimated costs. Costs associated with obtaining contracts
are expensed as incurred. The Company does not combine contracts
for purposes of recognizing revenue and, generally, does not
segment contracts.
Revenue earned in excess of billings represents revenue related to
services completed but not billed. The Company bills customers
based upon the terms included in the contracts, which are
generally upon delivery of certain products or information, or
achievement of milestones defined in the contracts. When billed,
such amounts are recorded as accounts receivable. Billings in
excess of revenue earned represent billings in advance of services
performed.
-24-
<PAGE> 27
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
The Company recognizes losses on contracts in the period such
losses are determined. The Company does not believe warranty
obligations on completed contracts are significant.
(d) GOODWILL
Goodwill represents the excess of the purchase price over net
assets acquired in business combinations and is being amortized
over a fifteen-year period using the straight-line method.
(e) INCOME TAXES
The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards No. 109, Accounting
for Income Taxes (SFAS 109). SFAS 109 requires the use of the
asset and liability method of accounting for income taxes. Under
the asset and liability method of SFAS 109, deferred tax assets
and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under SFAS 109, the effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.
(f) IMPAIRMENT OF LONG-LIVED ASSETS
The Company accounts for long-lived assets under the provisions of
Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of (SFAS 121) which requires that long-lived assets
and certain identifiable intangibles, including goodwill, held and
used by an entity be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value of an
asset may not be recoverable. The recoverability of goodwill is
further evaluated under the provisions of APB Opinion No. 17,
Intangible Assets, based upon undiscounted cash flows. An
impairment loss is recognized when estimated undiscounted future
cash flows expected to be generated by an asset are less than its
carrying value. Measurement of the impairment loss is based on the
fair value of the asset, which is generally determined using
valuation techniques such as the discounted present value of
expected future cash flows or independent appraisal.
(g) STOCK-BASED COMPENSATION
The Company accounts for its stock-based employee compensation
plans using the intrinsic value based method prescribed by APB
Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations (APB 25). The Company has provided pro
forma disclosures of net earnings and earnings per share as if the
fair value based method of accounting for the plans, as prescribed
by Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation (SFAS 123), had been applied. Pro
forma disclosures include the effects of employee stock options
granted subsequent to October 1, 1995.
-25-
<PAGE> 28
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
(h) RESEARCH AND DEVELOPMENT COSTS
The Company expenses research and development costs as they are
incurred. Research and development costs, which are included in
salaries, wages and benefits expenses in the consolidated
statements of operations, totaled $274,905, $255,928 and $291,073
for the years ended September 30, 1997, 1998 and 1999,
respectively.
(i) EARNINGS PER SHARE
Earnings per share is presented in accordance with the provisions
of Statement of Financial Accounting Standards No. 128, Earnings
Per Share (SFAS 128). Under SFAS 128, basic earnings per share
(EPS) is computed by dividing earnings available to common
shareholders by the weighted average number of common shares
outstanding for the period. Diluted EPS includes the effects of
the potential dilution of the Company's stock options, determined
using the treasury stock method.
(j) FINANCIAL INSTRUMENTS
The carrying amounts of the Company's financial instruments at
September 30, 1998 and 1999 approximate estimated fair values. The
fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between
willing parties. The carrying amounts of cash, receivables,
accounts payable and accrued liabilities approximate fair value
due to the short maturity of these instruments. The carrying
amounts of debt approximate fair value due to the variable nature
of the interest rates of these instruments.
(2) BUSINESS COMBINATIONS AND SALE OF SUBSIDIARIES
In September 1999, the Company sold the net assets of its Mid States
Engineering, LLC subsidiary for $2,900,000 in cash. The Company recorded
a gain on the sale of approximately $192,000.
In September 1999, the Company sold the net assets of its Cartographic
Sciences Private Limited subsidiary (formerly Interra Technologies, Inc.)
for $1,000,000 in cash and 52,000 shares of common stock of the seller
valued at $535,000. The Company recorded a gain on the sale of
approximately $892,000. The Company had previously acquired the common
stock of Interra Technologies, Inc. in May 1998 for cash of approximately
$438,000.
In December 1998, the Company acquired the assets of Measurement Science,
Inc. for 21,850 shares of restricted common stock valued at approximately
$514,000.
In June 1998, the Company, through its wholly owned subsidiary, Surveys
Holdings, Inc. acquired all of the issued and outstanding common stock of
Cartotech, Inc. (Cartotech) for cash of approximately $8,092,000 and
354,167 shares of restricted common stock valued at approximately
$8,269,000 for total consideration of approximately $16,362,000.
-26-
<PAGE> 29
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
In July 1997, the Company acquired all of the issued and outstanding
common stock of MSE Corporation for cash of approximately $12,500,000 and
925,000 shares of restricted common stock valued at approximately
$7,313,000, for total consideration of approximately $19,813,000.
All of the acquisitions were accounted for using the purchase method of
accounting and, accordingly, the accompanying consolidated financial
statements include the results of operations of the acquired businesses
since the date of acquisition. The aggregate purchase prices of the
acquisitions were allocated based on fair values as follows (amounts in
thousands):
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
----------------------------------
1997 1998 1999
-------- ------ ----
<S> <C> <C> <C>
Current assets $ 13,463 3,732 --
Equipment 1,500 1,950 514
Other assets, including goodwill 10,996 14,048 --
Current liabilities (5,526) (2,930) --
Non-current liabilities (620) -- --
-------- ------ ----
$ 19,813 16,800 514
======== ====== ===
</TABLE>
The following unaudited pro forma information presents the results of
operations of the Company as if the acquisitions had occurred on October
1, 1997 (in thousands, except per share amounts):
YEAR ENDED SEPTEMBER 30,
------------------------
1998 1999
-------- -------
Revenue $101,245 103,559
Net earnings $ 7,427 2,813
Diluted earnings per share $ 1.09 0.39
The pro forma information is based on historical results and does not
necessarily reflect the actual operating results that would have occurred
nor is it necessarily indicative of future results of operations of the
combined enterprises.
(3) ACCOUNTS RECEIVABLE, REVENUE EARNED IN EXCESS OF BILLINGS AND BILLINGS IN
EXCESS OF REVENUE EARNED
At September 30, 1999, the estimated period to complete contracts in
process ranges from one to thirty-six months, and the Company expects to
collect substantially all related accounts receivable and revenue earned
in excess of billings within one year.
The following summarizes contracts in process at September 30 (in
thousands):
-27-
<PAGE> 30
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
<TABLE>
<CAPTION>
1998 1999
--------- --------
<S> <C> <C>
Costs incurred on uncompleted contracts $ 110,185 134,563
Estimated earnings 46,779 56,449
--------- --------
156,964 191,012
Less billings to date (118,880) (161,713)
--------- --------
$ 38,084 29,299
========= ========
Included in the accompanying consolidated balance
sheets as follows:
Revenue earned in excess of billings $ 39,316 31,307
Billings in excess of revenue earned (1,232) (2,008)
--------- --------
$ 38,084 29,299
========= ========
</TABLE>
(4) DEBT
Long-term debt and lines-of-credit with bank consist of the following
at September 30 (in thousands):
<TABLE>
<CAPTION>
1998 1999
------ ------
<S> <C> <C>
Lines-of-credit with bank providing for total borrowings of
$21,000,000, with interest at LIBOR plus applicable margins
ranging from 1.25% to 1.75% (6.63% at September 30, 1999),
collateralized by substantially all of the assets of the Company.
No borrowings were outstanding under the line-of-credit as of
September 30, 1999. $ 5,750 --
Note payable to bank due in quarterly installments with interest
based on LIBOR plus applicable margins ranging from 1.25% to
1.75% or prime rate (6.63% at September 30, 1999), with final
payment in October 2003, secured by substantially all assets of
the Company. 25,350 21,900
Capital lease obligation under a leasing facility, bearing
interest at effective rates ranging from 7.37% to 9.00%, payable
in monthly installments through September 2002. 2,809 5,240
Other 605 464
------- ------
34,514 27,604
Less current portion (4,594) (7,265)
------- ------
$29,920 20,339
======= ======
</TABLE>
-28-
<PAGE> 31
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
The loan agreement contains restrictive covenants which require, among
other things, the maintenance of certain financial ratios and include
certain limitations on capital expenditures and dividend payments.
The Company was in violation of certain of the financial ratio covenants
at September 30, 1999. Subsequent to September 30, 1999, the Company
received a waiver of these covenants through May 15, 2000. The loan
agreement was amended on March 6, 2000 to eliminate the financial
covenants that the Company had violated and established 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.
(5) LEASES
The Company leases its facilities and certain equipment under operating
leases. Amounts due under noncancelable operating leases with terms of
one year or more at September 30, 1999 are as follows (in thousands):
Years ending September 30:
2000 $2,720
2001 2,028
2002 1,687
2003 643
2004 453
Thereafter 377
------
Total minimum operating lease payments $7,908
======
Rent expense totaled $1,345,310, $2,300,113 and $2,780,104 for the years
ended September 30, 1997, 1998 and 1999, respectively.
-29-
<PAGE> 32
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
(6) INCOME TAXES
Income tax expense (benefit) for the years ended September 30 is as
follows (in thousands):
1997 1998 1999
------ ------ -----
Current:
Federal $1,847 4,244 2,177
State and local 320 1,000 346
------ ------ -----
2,167 5,244 2,523
------ ------ -----
Deferred:
Federal (42) (270) (400)
State and local (13) (80) (70)
------ ------ -----
(55) (350) (470)
------ ------ -----
$2,112 4,894 2,053
====== ====== =====
The exercise of non-qualified stock options results in state and federal
income tax deductions to the Company related to the difference between
the market price at the date of exercise and the option exercise price.
The benefit of such deductions is recorded as an increase to
stockholders' equity and totaled approximately $1,307,000, $3,115,000 and
$1,301,000 in 1997, 1998 and 1999, respectively.
Actual income tax expense differs from the amount computed using the
federal statutory rate of 34% for the years ended September 30 as follows
(in thousands):
<TABLE>
<CAPTION>
1997 1998 1999
------ ----- -----
<S> <C> <C> <C>
Computed "expected" income tax expense $1,851 4,123 1,647
State income taxes, net of federal tax effect 203 607 182
Amortization of nondeductible goodwill -- 84 315
Other, net 58 80 (91)
------ ----- -----
Actual income tax expense $2,112 4,894 2,053
====== ===== =====
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at September 30, are as
follows (in thousands):
-30-
<PAGE> 33
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
<TABLE>
<CAPTION>
1998 1999
---- ----
<S> <C> <C>
Current deferred tax assets and liabilities:
Accrued liabilities, primarily due to accrued compensated
absences for financial statement purposes $543 469
Other, net 14 (67)
---- ---
Total net current deferred tax asset $557 402
==== ===
Noncurrent deferred tax assets:
Equipment and leasehold improvements, primarily due to
differences in depreciation $118 167
Goodwill amortization -- 416
Other, net 16 7
---- ---
Total noncurrent deferred tax asset $134 590
==== ===
</TABLE>
Management believes that it is more likely than not that future
operations will generate sufficient taxable income to realize the
deferred tax assets.
(7) STOCKHOLDERS' EQUITY AND STOCK OPTIONS
The Board of Directors may issue preferred stock with dividend
requirements, voting rights, redemption prices, liquidation preferences
and premiums, conversion rights and other terms without a vote of the
shareholders.
The Company currently has five nonqualified stock option plans. At
September 30, 1999, approximately 88,000 shares were available for grant
under the plan. The exercise price of the options is established by the
Board of Directors on the date of grant. Employees may vest in their
options either 100% on date of grant or 25% six months from date of grant
and 25% on the anniversary dates of the grant thereafter, as determined
by the Board of Directors. The options are exercisable in whole or in
part for a period of up to ten years from date of grant.
As discussed in note 1, the Company applies APB Opinion 25 and related
interpretations in accounting for its stock option plans. Accordingly,
because the Company grants its options at or above market value at date
of grant, no compensation cost has been recognized under the plans. Had
compensation cost for the Company's stock-based compensation plans been
determined based upon the fair value of options on the grant dates,
consistent with the provisions of SFAS 123, the Company's pro forma net
earnings and diluted earnings per share would have been as follows:
YEAR ENDED SEPTEMBER 30,
-------------------------
1997 1998 1999
----- ----- ----
Net earnings (loss) $2,798 4,743 (4)
Diluted earnings per share .50 .70 .00
-31-
<PAGE> 34
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
The weighted average fair value of options granted during 1997, 1998 and
1999 was $5.49, $17.93 and $11.70 per share, respectively. The fair value
of each option granted was estimated at the date of grant using the
Black-Scholes option-pricing model with the following assumptions: no
expected dividends, expected life of the options of three years, 67%
volatility and a risk-free interest rate ranging from 5% to 6%.
The above pro forma disclosures are not necessarily representative of the
effect on the historical net earnings for future periods because options
vest over several years, and additional awards are made each year. In
addition, compensation cost for options granted prior to October 1, 1995,
which vest after that date has not been considered.
Stock option activity for the plans for the years ended September 30 are
summarized as follows (shares in thousands):
WEIGHTED
AVERAGE
NUMBER OF EERCISE PRICE
OPTIONS PER SHARE
--------- -------------
Balance, October 1, 1996 989 $ 4.95
Granted 641 13.06
Exercised (302) 3.16
Canceled (40) 10.64
----- -------
Balance, September 30, 1997 1,288 9.23
Granted 753 38.67
Exercised (264) 7.65
Canceled (4) 23.58
----- -------
Balance, September 30, 1998 1,773 21.94
Granted 257 24.03
Exercised (194) 8.24
Canceled (5) 21.90
----- -------
Balance, September 30, 1999 1,831 $20.80
===== ======
-32-
<PAGE> 35
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
A summary of the range of exercise prices and the weighted-average
contractual life of outstanding stock options at September 30, 1999 is as
follows (shares in thousands):
<TABLE>
<CAPTION>
NUMBER NUMBER
OUTSTANDING WEIGHT- WEIGHTED EXERCISABLE
AT ED AVERAGE AT WEIGHTED
SEPTEMBER AVERAGE REMAINING SEPTEMBER AVERAGE
RANGE OF 30, EXERCISE CONTRACTUAL 30, EXERCISE
EXERCISE PRICE 1999 PRICE LIFE (YEARS) 1999 PRICE
--------------- ---------- -------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
$ .01 - 10.00 214 $ 2.87 4 214 $ 2.87
10.01 - 20.00 616 12.53 7 471 12.38
20.01 - 40.00 956 29.06 9 357 30.76
40.01 - 44.00 45 44.00 9 23 44.00
------- ----- ----- ------ -- ----- ------
$ .01 44.00 1,831 $20.80 7 1,065 $17.30
======= ===== ===== ====== == ===== ======
</TABLE>
(8) EMPLOYEE BENEFIT PLAN
The Company sponsors a qualified tax deferred savings plan in accordance
with the provisions of section 401(k) of the Internal Revenue Code.
Employees may defer up to 15% of their compensation, subject to certain
limitations. The Company matches 50% of employee contributions up to 4%
of their compensation. The Company contributed $185,602, $370,814 and
$660,740 to the plan in 1997, 1998 and 1999, respectively.
(9) CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially expose the Company to
concentrations of credit risk, as defined by Financial Accounting
Standards Board's Statement No. 105, Disclosure of Information about
Financial Instruments with Off-Balance-Sheet Risk and Financial
Instruments with Concentration of Credit Risk, consist primarily of
accounts receivable with the Company's various customers.
Historically, the Company's customers have included cities, counties,
engineering companies, utility companies and federal government agencies.
Substantially more than 50% of revenues have historically been derived
from state and local government contracts. In addition, a significant
portion of the Company's revenues are generated from utility clients,
both commercial and municipal.
The Company's accounts receivable are primarily due from a variety of
organizations throughout the United States. The Company provides for
uncollectible amounts upon recognition of revenue and when specific
credit and collection issues arise. Management's estimates of
uncollectible amounts have been adequate in prior years, and management
believes that all significant credit and collection risks have been
identified and adequately provided for at September 30, 1999.
-33-
<PAGE> 36
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1997, 1998 and 1999
(10) LITIGATION
The Company has been named as a defendant in several putative securities
class actions 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 actions, 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.
(1) RESTATEMENT
As a result of a comprehensive review of the Company's contract
cost-of-completion assumptions conducted 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 fiscal quarters of the year ended
September 30, 1999. The errors related principally to the exclusion of
certain contract-related costs in the estimated costs to complete; 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 erroneous information or assumptions, an estimate
was made of the impact on previously recognized revenues as well as the
timing of the error, and the appropriate fiscal 1999 quarter's operating
results were restated accordingly.
The financial statements as of and for the year ended September 30, 1999
were restated by reducing sales by $10,294,000, income before income
taxes by $10,448,000, net income by $6,478,000, and basic and diluted
earnings per share by $0.95 and $0.90, respectively.
- 34 -
<PAGE> 37
PART III.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
The following lists the directors of Analytical Surveys, Inc. ("ASI" or
the "Company"), their birth dates, and a description of their business
experience and positions held as of January 25, 1999. The Board consists of six
directors. Directors are elected to a one year term. The date the present term
of office expires for each director is the date of the Annual Meeting of the
Company's stockholders.
Willem H. J. Andersen, 58, has served as a director of the Company since
October 1995. Since November 1998 he has served as CEO of Intermezzo Systems,
Inc., a software development company in the hospitality industry. From February
1995 to November 1998, he was a consultant with A&S Consulting Ltd. From 1992 to
February 1995, he served as President and Chief Executive Officer of Comlinear
Corporation, a subsidiary of National Semiconductor Corporation. From 1970 until
his retirement in 1992, Mr. Andersen held various positions with a number of
divisions of Phillips N.V. of the Netherlands, including President and Chief
Executive Officer of Laser Magnetic Storage International Company, a North
American Phillips company.
Dr. Robert H. Keeley, 59, has served as a director of the Company since
December 1992. Since September 1992, Dr. Keeley has been the El Pomar Professor
of Business Finance at the College of Business and Administration, University of
Colorado at Colorado Springs, where he also is associated with the Colorado
Institute for Technology Transfer and Implementation. Dr. Keeley also currently
serves on the boards of directors of Simtek Corporation, a developer of
high-performance nonvolatile semiconductor memories, and of several private
companies.
Richard P. MacLeod, 62, has served as a director of the Company since
December 1987. From May 1985 until his retirement in April 1997, Mr. MacLeod was
President of the United States Space Foundation, a private foundation. He served
24 years in the U.S. Air Force, most recently as Chief of Staff, North American
Aerospace Defense Command, and as the first Air Force Space Command Chief of
Staff.
Sol C. Miller, 63, has served as a director of the Company since August
1997. Since January 24, 2000, Mr. Miller has served as Chief Executive Officer
of the Company. He was a co-founder of MSE Corporation and was Chairman of the
Board from 1960 until its acquisition by the Company in July 1997. He is the
president of SCM Real Estate Development Corporation.
Dr. James T. Rothe, 56, has served as a director of the Company since
December 1987 and Chairman of the Board since January 24, 2000. Dr. Rothe has
been a Professor of Business at the College of Business and Administration,
University of Colorado at Colorado Springs since August 1986, where he served as
Dean until June 1994. Since 1988, Dr. Rothe has been a principal in
Phillips-Smith Specialty Retail, Inc., a venture capital firm. He is a director
of Medlogic Global Corporation, which develops medical devices for the
wound-management market. He is a director of NeoCone, LLC, an information
technology company, and of Optika, Inc., an electronic commerce software and
solutions company. He is also a trustee of the Janus Funds.
John A. Thorpe, 65, the founder of ASI, has served as a director of the
Company since February 1981. Since January 24, 2000, he has served as Assistant
Chief Executive Officer of the Company. He served as Chairman of the Board of
the Company from February 1981 until March 1997. Prior to founding the Company,
Mr. Thorpe owned and operated Photosurveys (Pty.) Ltd., an aerial survey company
located in Johannesburg, South Africa. From 1993 until August 1998, Mr. Thorpe
also
- 35 -
<PAGE> 38
devoted part of his time as the Chief Technical Officer of the Company. Mr.
Thorpe is a certified photogrammetrist and owner of Sundeer Yachts, LLC, a boat
building company.
DIRECTOR COMPENSATION
Non-employee "outside" directors receive an annual retainer of $6,500,
plus a fee of $2,000 per meeting of the Board of Directors and $1,500 for each
meeting of a Committee of the Board that does not occur on the same day as a
Board meeting. Chairpersons of committees receive an additional annual fee of
$3,000 for serving as committee chair. Directors who are also employees of the
Company do not receive any additional compensation for their service as
directors.
Outside directors also participate in the Analytical Surveys, Inc. 1993
Non-Qualified Stock Option Plan. Under this plan, each year for the life of the
plan each outside director is granted options to purchase 9,000 shares of
Company common stock at an exercise price equal to the fair market value at the
date of grant.
Mr. Miller also received an annual consulting fee as a consultant to the
Company. In the initial agreement, such fee was $150,000 per year beginning July
1997 for one year, plus medical benefits. In July 1998, the agreement was
extended to July 1999 and the fee was reduced to $100,000, plus medical
benefits. In addition, the Company paid premiums on a life insurance policy
payable to his designated beneficiaries. The amounts paid by the Company
pursuant to these arrangements in fiscal 1999 were $84,165. Mr. Miller's
consulting services were concluded with the July 1999 expiration of the
agreement.
DIRECTORS' MEETINGS AND COMMITTEES
The Board of Directors met six times during the fiscal year. Each
Director attended at least 75 percent of the aggregate number of meetings of the
Board of Directors and each committee of which he is a member.
The Compensation Committee is chaired by Richard P. MacLeod with Messrs.
Andersen, Keeley and Rothe as members. The Compensation Committee reviews and
recommends to the Board salary and incentive compensation, including bonus,
stock options and restricted stock for the Chief Executive Officer; reviews and
approves the salaries and incentive compensation for all corporate officers and
senior executives; and advises the Board with respect to the incentive
compensation to be allocated to employees. The Compensation Committee does not
include any employees or former or current officers of the Company. The
Compensation Committee met three times during fiscal 1999.
The Audit Committee is chaired by Robert H. Keeley, with Messrs.
Andersen, MacLeod and Rothe as members. The Audit Committee recommends the
appointment of the Company's independent accountants; reviews the scope and
results of the audit plans of the independent accountants and the internal
auditors; oversees the scope and adequacy of the Company's internal accounting
control and record-keeping systems; reviews non-audit services to be performed
by the independent accountants; and determines the appropriateness of fees for
audit and non-audit services performed by the independent accountants. The Audit
Committee met once during fiscal 1999.
THERE IS NO NOMINATING COMMITTEE OF THE BOARD.
The Executive Committee of the Board of Directors is chaired by James T.
Rothe, with Mr. Miller as a member.
- 36 -
<PAGE> 39
EXECUTIVE OFFICERS
The following lists the executive officers of the Company, their birth
dates, a description of their business experience and positions held with the
Company as of December 12, 1999 based on information furnished by them.
Information concerning Mr. Miller and Mr. Thorpe, who are also directors, is
listed under the heading "Directors," above. All officers are appointed for an
indefinite term, serving at the pleasure of the Board of Directors.
John J. Dillon, 40
Chief Administrative Officer
Mr. Dillon has been the Chief Administrative Officer of the
Company since July 1997. From January 1997 until its acquisition by the Company
in July 1997, Mr. Dillon was Senior Vice President of MSE Corporation. From July
1993 until January 1997, Mr. Dillon served as the Director of the Indiana State
Lottery. Mr. Dillon is a director of Standard Management Company, a company that
markets and administers life insurance and related products.
Timothy A. Gregory, 41
Chief Marketing Officer
Mr. Gregory has been Chief Marketing Officer since November
1998. From 1989 until joining the Company in November 1998 Mr. Gregory served in
various marketing positions of increasing responsibility with Ernst & Young LLP,
most recently as Director, National Marketing. Prior to that he held various
positions with IBM Corporation between 1983 and 1989.
David O. Hicks, 39
Chief Technical Officer
Mr. Hicks has been Chief Technical Officer since August 1998.
From 1993 until joining the Company in August 1998 Mr. Hicks served in various
positions of increasing responsibility at GeoGraphix Incorporated, a developer
of Unix-based software applications for the oil and gas industry, most recently
as Senior Vice President, Product Development. Prior to that he held various
positions with Sierra Geophysics Incorporated between 1990 and 1993 and with
Exxon Company USA between 1985 and 1990.
COMPLIANCE WITH SECTION 16(a) OF THE 1934 SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and any persons who own more than 10
percent of the Company's common stock, to file with the Securities and Exchange
Commission ("SEC") reports of ownership and changes of ownership of the
Company's common stock.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company during fiscal 1999, all such filing
requirements were met.
Item 12. SECURITY OWNERSHIP OF OTHER BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of December 31, 1999, certain
information with respect to the ownership of the common stock of the Company by
(i) each person (or group of affiliated persons) known by the Company to be the
beneficial owner of more than 5% of the Company's outstanding common stock
(based on filings with the Securities and Exchange Commission), (ii) each
director of the Company, (iii) each of the Company's named executive officers
and (iv) all executive officers and directors of the Company as a group. Except
as otherwise noted in the table, each person or group identified possesses sole
voting and investment power with respect to such shares, subject to community
property laws, where applicable, and the address of each holder of more than 5%
of the Company's common stock is c/o Analytical Surveys, Inc., 941 North
Meridian Street, Indianapolis, Indiana 46204.
- 37 -
<PAGE> 40
NAME OF BENEFICIAL OWNER SHARES PERCENT
- ------------------------ BENEFICIALLY OF CLASS
OWNED --------
------------
Sol C. Miller 848,750(1) 12.2%
John A. Thorpe 383,489(2) 5.5%
Sidney V. Corder 218,400(3) 3.0%
Willem H. J. Andersen 41,550(4) *
Robert H. Keeley 29,250(5) *
Richard P. MacLeod 67,352(6) *
James T. Rothe 52,654(7) *
Scott C. Benger 145,450(8) 2.0%
John J. Dillon 50,437(9) *
Timothy A. Gregory 12,500(10) *
David O. Hicks 12,900(11) *
Randal J. Sage 111,982(12) 1.6%
All directors and executive officers as a 1,975,714 (13) 25.6%
group (13 persons)
- -----------
* Less than 1%
(1) Includes 6,750 shares of common stock underlying options that are
exercisable within 60 days of December 31, 1999. Includes 37,000 shares
held by the SCM Family Limited Partnership of which Mr. Miller and his
wife are the sole general partners.
(2) Includes 43,125 shares of common stock underlying options that are
exercisable within 60 days of December 31, 1999. Includes 122,249 shares
of common stock held by the Thorpe Family Limited Partnership of which
Mr. Thorpe and his wife are the sole general partners and 52,000 shares
of common stock held by a charitable remainder trust of which Mr. Thorpe
is a trustee.
(3) Includes 210,000 shares of common stock underlying options that are
exercisable within 60 days of December 31, 1999.
(4) Includes 38,250 shares of common stock underlying options that are
exercisable within 60 days of December 31, 1999.
(5) Includes 24,750 shares of common stock underlying options that are
exercisable within 60 days of December 31, 1999 and 4,500 shares held by
Mr. Keeley's wife.
(6) Includes 61,500 shares of common stock underlying options which are
exercisable within 60 days of December 31, 1999.
(7) Includes 50,404 shares of common stock underlying options which are
exercisable within 60 days of December 31, 1999.
(8) Includes 142,750 shares of common stock underlying options which are
exercisable within 60 days of December 31, 1999.
(9) Includes 50,437 shares of common stock underlying options which are
exercisable within 60 days of December 31, 1999.
- 38 -
<PAGE> 41
(10) Includes 12,500 shares of common stock underlying options which are
exercisable within 60 days of December 31, 1999.
(11) Includes 12,500 shares of common stock underlying options which are
exercisable within 60 days of December 31, 1999.
(12) Includes 111,982 shares of common stock underlying options which are
exercisable within 60 days of December 31, 1999.
(13) Includes 764,948 shares of common stock underlying options which are
exercisable within 60 days of December 31, 1999.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Mr. Miller, a director of the company, received an annual
consulting fee as a consultant to the Company. In the initial agreement, such
fee was $150,000 per year beginning July 1997 for one year, plus medical
benefits. In July 1998, the agreement was extended to July 1999 and the fee was
reduced to $100,000, plus medical benefits. In addition, the Company paid
premiums on a life insurance policy payable to his designated beneficiaries.
The amounts paid by the Company pursuant to these arrangements in fiscal 1999
were $84,165. Mr. Miller's consulting services were concluded with the July
1999 expiration of the agreement.
The Company's headquarters facilities are leased from MSE
Realty, LLC, a company owned by Mr. Miller, under an operating lease which
expires June 30, 2002. Rental expense for this lease was $1,334,160 in fiscal
1999. The Company has guaranteed the repayment of the mortgage loan that MSE
Realty, LLC has on the facilities it leases to the Company. As of December 31,
1999, the mortgage was $1,073,084. Mr. Miller also owns or controls several
private entities, SCM Development, SCM Group, LLC. SCM Investments, LLC, SCM
Kensington Corporation, Preserve at Fall Creek, LLC, and Mill Run L.P., that
have made payments to the Company in the aggregate of $289,718 in fiscal 1999
for surveying and engineering services in the ordinary course of business.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) (1) Financial Statements
Included in Part II of this Report:
Independent Auditors' Report
Consolidated Balance Sheets, September 30, 1998 and 1999
Consolidated Statements of Operations, Years Ended September 30,
1997, 1998 and 1999
Consolidated Statements of Stockholders' Equity, Years Ended
September 30, 1997, 1998 and 1999
Consolidated Statements of Cash Flows, Years Ended September 30,
1997, 1998 and 1999
Notes to Consolidated Financial Statements, September 30, 1997,
1998 and 1999
(2) Financial statement schedules
Included in Part IV of this report:
Financial statement schedules required to be filed have been
omitted because they are not applicable, or the required
information is set forth in the applicable financial statements
or notes thereto.
(3) Exhibits
The following exhibits are filed herewith or incorporated by
reference herein (according to the number assigned to them in
Item 601 of Regulation S-K), as noted:
- 39 -
<PAGE> 42
3. Articles of Incorporation and By-Laws
3.1 Articles of Incorporation, as amended (incorporated by reference
to ASI's Registration Statement on Form S-18, (Registration No.
2-93108-D).)
3.3 By-Laws (incorporated by reference to ASI's Registration
Statement on Form S-18 (Registration No. 2-93108-D).
3.3 Amendment to By-laws (incorporated by reference to ASI's Annual
Report on Form 10- K for the year ended September 30, 1998).
4. Instruments defining the rights of Security Holders including Indentures
Form of Stock Certificate (incorporated by reference to ASI's
Registration Statement on Form S-18 (Registration No.
2-93108-D).)
10. Material Contracts
10.1 Employment Agreement dated June 27, 1994 between ASI and Sidney
V. Corder, Chief Executive Officer and President, (incorporated
by reference to ASI's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1994.)
10.2 Stock Option Plan dated December 17, 1987 as amended on August
31, 1992 (incorporated by reference to ASI's Annual Report on
Form 10-K for the fiscal year ended September 30, 1992.)
10.3 1993 Non-Qualified Stock Option Plan dated December 11, 1992
(incorporated by reference to ASI's Proxy Statement dated January
11, 1993.)
10.4 Analytical Surveys, Inc. Incentive Bonus Plan (incorporated by
reference to ASI's Annual Report on Form 10-K for fiscal year
ended September 30, 1992.)
10.5 1995 Non-Qualified Stock Option Plan dated August 22, 1995
(incorporated by reference to ASI's Annual Report on Form 10-KSB
for the fiscal year ended September 30, 1995.)
10.6 Real Estate Lease between MSE Realty, LLC and MSE Corporation,
dated July 2, 1997 (incorporated by reference to ASI's Annual
Report on Form 10-K for the fiscal year ended September 30,
1998.)
10.7 Analytical Surveys, Inc. 1997 Incentive Stock Option Plan, as
amended and restated (incorporated by reference to Amendment No.
1 to ASI's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998.)
10.8 Credit Agreement between ASI and Bank One, Colorado, N.A. dated
June 3, 1998 (including Exhibits A-1, A-2, A-3, C D and E
thereto) (incorporated by reference to ASI's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998.)
10.9 Amendment No. 1 to Credit Agreement between ASI and BankOne,
Colorado, N.A. dated as of July 10, 1998 (incorporated by
reference to ASI's Annual Report on Form 10-K for the year ended
September 30, 1998).
- 40 -
<PAGE> 43
10.10 Amendment No. 2. To Credit Agreement between ASI and BankOne,
Colorado, N.A. dated as of October 20, 1998 (incorporated by
reference to ASI's Annual Report on Form 10-K for the year ended
September 30, 1998).
10.11 Amendment No. 3 to Credit Agreement between ASI and BankOne,
Colorado, N.A. dated as of November 24, 1998 (incorporated by
reference to ASI's Annual Report on Form 10-K for the year ended
September 30, 1998).
10.12 Registration Rights Agreement dated July 2, 1997, between ASI and
Sol C. Miller (incorporated by reference to ASI's Current Report
on Form 8-K dated July 16, 1997, as amended on September 9,
1997).
23. Consent of Experts and Counsel:
Consent of KPMG LLP.
27. Financial Data Schedule.
(b) Reports on Form 8-K filed during the quarter ended September 30, 1999:
None
- 41 -
<PAGE> 44
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ Sol C. Miller Date: March 6, 2000
---------------------------------------------
Sol C. Miller, Chief Executive Officer and Director
- 42 -
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Analytical Surveys, Inc.:
We consent to incorporation by reference in the registration statements (No.
33-24142, No. 33-33948, No. 33-53950, No. 33-59940 and No. 333-47365) on Form
S-8 of Analytical Surveys, Inc. of our report dated December 29, 1999, except as
to the last paragraph of note 4 and notes 10 and 11, which are as of March 6,
2000, relating to the consolidated balance sheets of Analytical Surveys, Inc.
and subsidiaries as of September 30, 1998 and 1999, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended September 30, 1999, which report appears in
the September 30, 1999 Annual Report on Form 10-K/A of Analytical Surveys, Inc.
KPMG LLP
Indianapolis, Indiana
March 6, 2000
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<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-1-1998
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