<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d)
- ----- of the Securities Exchange Act of 1934
For the quarterly period ended
MARCH 31, 2000
or
Transition Report Pursuant to Section 13 or 15(d)
- ----- of the Securities Exchange Act of 1934
Commission File Number 0-13111
ANALYTICAL SURVEYS, INC.
(Exact name of small business issuer as specified in its charter)
COLORADO 84-0846389
(State of incorporation) (IRS Employer Identification No.)
941 NORTH MERIDIAN STREET INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices) (Zip Code)
(317) 634-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past (12) months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.
Yes X No
------ -----
The number of shares of common stock outstanding as of May 15, 2000 was
6,973,223.
<PAGE> 2
PART I
------
ITEM 1. FINANCIAL STATEMENTS
ANALYTICAL SURVEYS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1999 2000
-------- --------
ASSETS (UNAUDITED)
- ------
<S> <C> <C>
Current assets:
Cash $ 6,659 1,311
Accounts receivable, net of allowance for doubtful
accounts of $138 and $233 15,074 14,963
Revenue in excess of billings 30,898 30,660
Deferred income taxes 402 440
Income taxes receivable 4,085 7,102
Prepaid expenses and other 1,066 431
-------- --------
Total current assets 58,184 54,907
Equipment and leasehold improvements, at cost:
Equipment 13,916 15,065
Furniture and fixtures 1,581 1,658
Leasehold improvements 1,076 1,084
-------- --------
16,573 17,807
Less accumulated depreciation and amortization (8,740) (10,317)
-------- --------
7,833 7,490
Investment securities 537 1,070
Deferred income taxes 590 2,646
Goodwill, net of accumulated amortization of $3,174 and $4,061
22,098 21,225
-------- --------
Total assets $ 89,242 87,338
======== ========
</TABLE>
2
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ANALYTICAL SURVEYS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1999 2000
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
- ------------------------------------
<S> <C> <C>
Current liabilities:
Line of credit $ -- 4,350
Bank term loan 4,900 19,450
Current portion of long-term debt 2,365 2,452
Billings in excess of revenue 2,008 3,027
Accounts payable and other accrued liabilities 5,063 7,621
Accrued payroll and related benefits 3,819 3,011
------- -------
Total current liabilities 18,155 39,911
Long-term debt, less current portion 20,339 2,245
Deferred income taxes -- 203
Deferred compensation payable 85 87
------- -------
Total liabilities 38,579 42,446
------- -------
Stockholders' equity:
Preferred stock; no par value. Authorized 2,500 shares;
none issued or outstanding -- --
Common stock; no par value. Authorized 100,000 shares; 6,948 and
6,968 issued and outstanding at September 30, 1999 and March 31,
2000 respectively 32,080
32,204
Accumulated other comprehensive income - unrealized gain on equity
investments -- 331
Retained earnings 18,583 12,357
------- -------
Total stockholders' equity 50,663 44,892
------- -------
Total liabilities and stockholders' equity $89,242 87,338
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
3
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ANALYTICAL SURVEYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(In thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
1999 2000 1999 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Sales $ 27,203 17,955 54,055 34,798
Costs and expenses
Salaries, wages and related benefits 14,716 13,004 29,004 25,544
Subcontractor costs 3,671 2,755 7,379 5,717
Other general and administrative 4,494 4,019 8,860 7,733
Depreciation and amortization 1,395 1,229 2,744 2,481
Restructuring costs -- 1,755 -- 1,755
-------- -------- -------- --------
24,276 22,762 47,987 43,230
-------- -------- -------- --------
Earnings (loss) from operations 2,927 (4,807) 6,068 (8,432)
-------- -------- -------- --------
Other (income) expense
Interest expense, net 696 610 1,388 1,111
Other (102) 66 (160) 91
-------- -------- -------- --------
594 676 1,228 1,202
-------- -------- -------- --------
Earnings (loss) before income taxes
and extraordinary loss 2,333 (5,483) 4,840 (9,634)
Income tax expense (benefit) 970 (2,142) 2,059 (3,617)
-------- -------- -------- --------
Net earnings (loss) before
extraordinary loss 1,363 (3,341) 2,781 (6,017)
Extraordinary loss on
extinguishment of debt, net of tax -- 209 -- 209
-------- -------- -------- --------
Net earnings (loss) 1,363 (3,550) 2,781 (6,226)
Other comprehensive income (loss), net of
income taxes -- (616) -- 331
-------- -------- -------- --------
Comprehensive income (loss) $ 1,363 (4,166) 2,781 (5,895)
======== ======== ======== ========
</TABLE>
4
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ANALYTICAL SURVEYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS) (CONTINUED)
(In thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
1999 2000 1999 2000
--------- -------- -------- --------
<S> <C> <C> <C> <C>
Basic earnings (loss) per common share:
Net earnings (loss) before
extraordinary loss $ 0.20 (0.48) 0.41 (0.87)
Extraordinary loss $ -- 0.03 -- 0.03
Net earnings (loss) $ 0.20 (0.51) 0.41 (0.90)
Diluted earnings (loss) per common share:
Net earnings (loss) before
extraordinary loss $ 0.19 (0.48) 0.39 (0.87)
Extraordinary loss $ -- 0.03 -- 0.03
Net earnings (loss) $ 0.19 (0.51) 0.39 (0.90)
Weighted average common shares:
Basic 6,799 6,956 6,769 6,953
========= ======== ======== ========
Diluted 7,181 7,048 7,155 7,067
========= ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
5
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ANALYTICAL SURVEYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
1999 2000
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) $ 2,781 (6,226)
Adjustments to reconcile net earnings (loss) to net cash provided
(used) by operating activities:
Depreciation and amortization 2,744 2,481
Extraordinary loss on extinguishment of debt -- 209
Deferred income tax expense (benefit) 31 (2,084)
Tax benefit relating to exercise of stock options 516 37
Changes in operating assets and liabilities, net of effect of
business combinations:
Accounts receivable, net (136) 111
Revenue in excess of billings (148) 238
Income taxes receivable (672) (3,017)
Prepaid expenses and other (387) 563
Goodwill 173 --
Billings in excess of revenue 1,033 1,019
Accounts payable and other accrued liabilities (3,021) 2,558
Accrued payroll and related benefits (1,569) (808)
------- -------
Net cash provided (used) by operating activities 1,345 (4,919)
Cash flows from investing activities:
Purchase of equipment and leasehold improvements (2,110) (1,443)
Proceeds from sale of equipment -- 178
------- -------
Net cash used in investing activities (2,110) (1,265)
Cash flows from financing activities:
Net borrowings (payments) under lines-of-credit with banks (250) 4,350
Proceeds from issuance of long-term debt 2,696 --
Loan fees on long-term debt (141) (144)
Principal payments of long-term debt (1,770) (3,457)
Proceeds from exercise of stock options 604 87
------- -------
Net cash provided by financing activities 1,139 836
------- -------
Net increase (decrease) in cash and cash equivalents 374 (5,348)
Cash at beginning of period 2,243 6,659
------- -------
Cash at end of period $ 2,617 1,311
======= =======
Supplemental disclosures of cash flow information:
Cash paid for interest $ 1,255 925
======= =======
Cash paid for income taxes $ 2,295 1,192
======= =======
Common Stock issued for net assets acquired in business combinations $ 514 --
======= =======
</TABLE>
See accompanying notes to financial statements
6
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ANALYTICAL SURVEYS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim consolidated financial statements have been
prepared by management in accordance with the accounting policies described in
the Company's Annual Report for the year ended September 30, 1999. The
consolidated financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation. Certain information and note disclosures normally
included in consolidated financial statements prepared in accordance with
generally accepted accounting principles have been omitted. These condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and related notes included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1999.
The consolidated financial statements reflect all adjustments which are, in the
opinion of management, necessary to present fairly the financial position of
Analytical Surveys, Inc., and subsidiaries at March 31, 2000 and the results of
operations and cash flows for the three months and six months ended March 31,
2000.
Investment securities consist of corporate equity securities that are classified
as available-for-sale. Available-for-sale securities are recorded at fair value.
Unrealized holding gains and losses, net of the related tax effect, on
available-for-sale securities are excluded from earnings and are reported as a
separate component of stockholders' equity until realized.
2. LITIGATION
The Company has been named as a defendant in 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
7
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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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS.
THE DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE
COMPANY SET FORTH BELOW SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS FORM
10-Q. THIS FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND
UNCERTAINTIES. THE STATEMENTS CONTAINED IN THIS FORM 10-Q THAT ARE NOT PURELY
HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. WHEN USED IN THIS FORM
10-Q, OR IN THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS FORM 10-Q, THE
WORDS "ANTICIPATE," "BELIEVE," "ESTIMATE," "INTEND" AND "EXPECT" AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. SUCH
FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, THE STATEMENTS REGARDING
THE COMPANY'S STRATEGY, FUTURE SALES, FUTURE EXPENSES AND FUTURE LIQUIDITY AND
CAPITAL RESOURCES. ALL FORWARD-LOOKING STATEMENTS IN THIS FORM 10-Q ARE BASED
UPON INFORMATION AVAILABLE TO THE COMPANY ON THE DATE OF THIS FORM 10-Q, AND THE
COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS
FORM 10-Q. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE,
BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW, IN ITEM 1. BUSINESS--"RISK
FACTORS" AND ELSEWHERE IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K.
OVERVIEW
ASI, a leading provider of data conversion and digital mapping services to users
of customized geographic information systems, was founded in 1981. From 1981 to
1995, the Company experienced steady growth in revenues with periodic
fluctuations in financial results. In 1995, the Company embarked on a growth
strategy, which sought to consolidate the fragmented GIS services industry. The
Company's acquisitions during the period are summarized in the following table:
Date Company Location Employees
---- ------- -------- ---------
12/95 Intelligraphics Wisconsin 200
7/96 Westinghouse Landmark North Carolina 105
7/97 MSE Corporation Indiana 325
6/98 Cartotech Texas 270
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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 regularly.
Production costs consist of internal costs, primarily salaries and wages, and
external costs, primarily subcontractor costs. Internal and external production
costs may vary considerably among projects and during the course of completion
of each project.
At each accounting period and for each of the Company's contracts, the
percentage of completion is based on production costs incurred to date as a
percentage of total estimated production costs. This percentage is then
multiplied by the contract's total value to calculate the sales revenue to be
recognized. The percentage of completion is affected by any factors which
influence either the estimate of future productivity or the production cost per
hour used to determine future costs.
The Company recognizes losses on contracts in the period such loss is
determined. From the beginning of fiscal 1995 through the end of the first six
months of fiscal 2000, the Company has recognized aggregate losses on contracts
of approximately $1.6 million. Over the same period, the Company recognized
sales of approximately $268 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 March 31, 2000, backlog was $78.3 million as compared with
$108.3 million as of March 31, 1999.
On December 30, 1999, the Company announced it had revised its previously
announced fiscal 1999 results. 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 on certain projects; the untimely recognition of additional
anticipated costs to complete; and the inaccurate assessment of future
production efficiencies and inefficiencies affecting estimated costs to
complete. When the Company's analysis indicated that the estimated costs to
complete a specific project were based on inaccurate information or assumptions,
an estimate was made of the impact on previously recognized revenues as well as
timing of the error, and the appropriate fiscal 1999 quarter's operating results
were restated accordingly.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected consolidated
statements of operations data expressed as a percentage of sales:
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<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
1999 2000 1999 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
PERCENTAGE OF SALES:
Sales 100% 100% 100% 100%
Costs and expenses
Salaries, wages and related benefits 54% 73% 54% 73%
Subcontractor costs 14% 15% 14% 17%
Other general and administrative 16% 22% 16% 22%
Depreciation and amortization 5% 7% 5% 7%
Restructuring Costs -- 10% -- 5%
---- ---- ---- ----
Earnings (loss) from operations 11% (27%) 11% (24%)
Other expense, net 2% 4% 2% 3%
---- ---- ---- ----
Earnings (loss) before income taxes and
extraordinary loss 9% (31%) 9% (27%)
Income tax expense (benefit) 4% (12%) 4% (10%)
---- ---- ---- ----
Earnings (loss) before extraordinary loss 5% (19%) 5% (17%)
---- ---- ---- ----
Extraordinary loss -- 1% -- 1%
---- ---- ---- ----
Net earnings (loss) 5% (20%) 5% (18%)
==== ==== ==== ====
</TABLE>
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
SALES. The Company's sales consist of revenue recognized for services performed.
Sales decreased 34.0% to $18.0 million for the three months ended March 31, 2000
from $27.2 million for the same period in fiscal 1999. This decrease was due to
a decrease in the available backlog resulting from lower than anticipated new
contracts in the second half of fiscal 1999. Management believes these market
conditions were caused by consolidation in the utility industry, Year 2000
computer concerns and increased competition from companies with offshore
operations.
SALARIES, WAGES AND RELATED BENEFITS. Salaries, wages and related benefits
includes employee compensation for production, marketing, selling,
administrative and executive employees. Salaries, wages and related benefits
decreased 11.6% to $13.0 million for the three months ended March 31, 2000 from
$14.7 million for the three months ended March 31, 1999. This decrease was
primarily due to planned staff reductions resulting from lower than expected
sales. As a percentage of sales, salaries, wages and related benefits increased
to 72.4% for the three months ended March 31, 2000 from 54.1% for the three
months ended March 31, 1999.
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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 decreased 25.0% to $2.8 million
for the three months ended March 31, 2000 from $3.7 million for the three months
ended March 31, 1999 due to the general decline in work performed. As a
percentage of sales, subcontractor costs were 15.3% for the three months ended
March 31, 2000 compared to 13.5% for the same period of fiscal 1999.
OTHER GENERAL AND ADMINISTRATIVE COSTS. Other general and administrative costs
includes rent, maintenance, travel, supplies, utilities, insurance and
professional services. Such costs decreased 10.6% to $4.0 million for the three
months ended March 31, 2000, from $4.4 million for the three months ended March
31, 1999. As a percentage of sales, other general and administrative costs
increased to 22.4% for the three months ended March 31, 2000 from 16.5% for the
three months ended March 31, 1999, due to the Company's inability to reduce
general and administrative costs at the rate sales decreased.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization consists primarily
of amortization of goodwill incurred in connection with the Company's
acquisitions, as well as depreciation of certain of the Company's operating
assets. For the three months ended March 31, 2000, depreciation and amortization
decreased 11.9% to $1.2 million from $1.4 million for the three months ended
March 31, 1999. As a percentage of sales, depreciation and amortization
increased to 6.8% for the three months ended March 31, 2000 from 5.2% for the
same period of fiscal 1999.
RESTRUCTURING COSTS. The Company incurred one-time restructuring expenses
associated with the recent review of contract cost-of completion assumptions,
accounting systems and officer resignations. Such expenses include legal,
accounting and consulting fees and officer severance expenses. These costs
represented 9.8% of sales for the three months ended March 31, 2000.
OTHER EXPENSE, NET. Other expense, net is comprised primarily of net interest
expense. Net interest expense decreased 12.7% to $610,000 for the three months
ended March 31, 2000 from $696,000 for the three months ended March 31, 1999.
The decrease resulted from reduced average debt outstanding, offset in part by
higher interest rates.
INCOME TAXES. Income tax benefit was $2.1 million for the three months ended
March 31, 2000 compared to an expense of $970,000 for the three months ended
March 31, 1999. The Company's effective income tax rate for the three months
ended March 31, 2000 was 39.0%, compared to 41.6% for the three months ended
March 31, 1999.
EXTRAORDINARY ITEM. The extraordinary item relates to the expensing as current
period costs unamortized bank fees incurred in establishing the Company's line
of credit and term debt
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facilities in 1998 and cash payments made to amend related covenants in March
2000. Such amounts are reported net of income taxes.
SIX MONTHS ENDED MARCH 31, 2000 AND 1999
SALES. Sales decreased $19.2 million to $34.8 million for the first six months
of fiscal 2000 from $54.0 million for the first six months of fiscal 1999.
SALARIES, WAGES AND RELATED BENEFITS. Salaries, wages and related benefits
decreased 11.9% to $25.5 million for the first six months of fiscal 2000 from
$29.0 million for the first six months of fiscal 1999, as a result of reductions
in the Company's workforce. As a percentage of sales, salaries, wages and
related benefits increased to 73.4% for the first six months of fiscal 2000 from
53.7% for the first six months of fiscal 1999, as reductions in the workforce
were insufficient to offset the reduced sales volume.
SUBCONTRACTOR COSTS. Subcontractor costs decreased 22.5% to $5.7 million for the
first six months of fiscal 2000 from $7.4 million for the first six months of
fiscal 1999, and increased as a percentage of sales to 16.4% for the first six
months of fiscal 2000 from 13.6% for the first six months of fiscal 1999.
OTHER GENERAL AND ADMINISTRATIVE COSTS. Other general and administrative costs
decreased 12.7% to $7.7 million for the first six months of fiscal 2000 from
$8.9 million for the first six months of fiscal 1999. As a percentage of sales,
other general and administrative costs increased to 22.2% for the first six
months of fiscal 2000 from 16.4% for the first six months of fiscal 1999. While
other general and administrative costs declined overall, they increased as a
percentage of costs due to significantly lower sales in the six months ended
March 31, 2000.
DEPRECIATION AND AMORTIZATION. For the first six months of fiscal 2000,
depreciation and amortization decreased 9.6% to $2.5 million from $2.7 million
for the first six months of fiscal 1999. As a percentage of sales, depreciation
and amortization increased to 7.1% for the first six months of fiscal 2000 from
5.1% in the first six months of fiscal 1999.
OTHER EXPENSE, NET. Other expense, net is comprised primarily of net interest
expense. Net interest expense decreased 20.0% to $1.1 million for the first six
months of fiscal 2000 from $1.4 million for the first six months of fiscal 1999,
as a result of reduced borrowing outstanding, offset in part by higher interest
rates.
INCOME TAXES. Income tax benefit was $3.6 million for the first six months of
fiscal 2000 compared to an expense of $2.1 million for the first six months of
fiscal 1999. The Company's effective income tax rate for the first six months of
fiscal 2000 was 38.0%, a decrease from 43.4% for the first six months of fiscal
1999.
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LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's principal source of liquidity has consisted of cash
flow from operations supplemented by secured lines of credit. During 1998, the
Company replaced its existing lines of credit with a three-year, $21.0 million
secured working capital line of credit and the Company refinanced $25.4 million
of term debt. Borrowings under these credit facilities 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 Offering Rate (LIBOR) plus a margin ranging
from 1.25% to 1.75%.
The Company's loan agreement was amended on March 6, 2000 to establish new
covenants requiring the Company to maintain a minimum of $25 million in net
tangible assets and to achieve a minimum level of profitability for the three
remaining quarters of fiscal 2000. The amended agreement also reduced the line
of credit to a maximum of $7.5 million based on eligible accounts receivable,
increased the interest rate to LIBOR plus 3%, and accelerated the final maturity
of the balance of the term loan to February 2001. The effective borrowing rate
was approximately 9.1% on March 31, 2000.
Due to the Company's inability to meet existing bank covenants, management is
currently negotiating revised debt terms. Until a new or revised agreement is in
place, the line of credit is limited to $4.35 million and the Company expects to
pay additional interest of 0.50% on its term and line of credit debt beginning
April 5, 2000.
The Company's cash flow is significantly affected by three contract-related
accounts: accounts receivable; revenues in excess of billings; and billings in
excess of revenues. Under the percentage of completion method of accounting, an
"account receivable" is created when an amount becomes due from a customer,
which typically occurs when an event specified in the contract triggers a
billing. "Revenues in excess of billings" occur when the Company has performed
under a contract even though a billing event has not been triggered. "Billings
in excess of revenues" occur when the Company receives an advance or deposit
against work yet to be performed. These accounts, which represent a significant
business investment, affect the Company's cash flow as projects are signed,
performed, billed and collected.
Net cash used by the Company's operating activities for the first six months of
fiscal year 2000 was $4.9 million as compared to $1.3 million provided by
operations for first six months of fiscal year 1999. The change in operating
cash flows is primarily attributable to normal fluctuations in the
contract-related accounts described in the previous paragraph. At March 31,
2000, the working capital in contract-related accounts was equivalent to 220
days sales outstanding, up from 182 days at March 31, 1999. The Company believes
that this level of investment is at the high end of the normal operating range
of days sales outstanding.
Cash used by investing activities for the first six months of fiscal years 2000
and 1999 was $1.3 million and $2.1 million, respectively. Such investing
activities principally consisted of payments
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<PAGE> 14
for purchases of equipment and leasehold improvements.
Cash provided by financing activities for the first six months of fiscal year
2000 was $0.8 million as compared to $1.1 million provided by financing
activities for the first six months of fiscal 1999. Financing activities
consisted primarily of net borrowings and payments under lines of credit for
working capital purposes and net borrowings and payments of long-term debt used
for business combinations and the purchase of equipment and leasehold
improvements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company may from time to time employ risk management techniques such as
interest rate swaps and foreign currency hedging transactions. None of these
techniques are used for speculative or trading purposes and the amounts involved
are not considered material. Short-term interest rate changes can impact the
Company's interest expense on its variable interest rate debt. Variable interest
rate debt of $23.8 million was outstanding as of March 31, 2000. Assuming March
31, 2000 debt levels, an increase or decrease in interest rates of one
percentage point would impact the Company's interest expense by $238,000.
PART II
ITEM 1. LEGAL PROCEEDINGS.
The Company and certain of its present and former officers and employees (the
"Individual Defendants") have been named as defendants in several putative
securities class actions filed in the United States District Court for the
Southern District of Indiana, beginning February 2, 2000. 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
14
<PAGE> 15
Company's financial condition or results of operations in one or more future
reporting periods. The Company and the Individual Defendants intend to defend
themselves vigorously in this litigation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibits: None
Forms 8-K: None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Analytical Surveys, Inc.
(Registrant)
Date: May 15, 2000 /s/ Sol C. Miller
------------------------------
Sol C. Miller, Chief Executive Officer
and Chief Executive Officer
Date: May 15, 2000 /s/ Michael A. Renninger
------------------------------
Michael A. Renninger, Chief Financial Officer
15
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC FORM
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