INTEGRATED SPATIAL INFORMATION SOLUTIONS INC /CO/
10QSB, 1999-05-17
ELECTRONIC COMPONENTS, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended March 31, 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 0-14273

                 INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)


          COLORADO                                               84-0868815
(State or other jurisdiction of                               (I.R.S. Employer
- -------------------------------                               ----------------
incorporation or organization)                               Identification No.)


                13119 Professional Drive, Jacksonville, FL 32225
                ------------------------------------------------
                     (Address of principal executive offices)
                                   (Zip Code)


                                 (904) 220-4747
                                 --------------
              (Registrant's telephone number, including area code)


   --------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


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.                                [X] Yes [ ] No

         11,496,571 Common Shares were outstanding as of March 31, 1999.

                                                                             
                                           Number of pages in this report is 13.
<PAGE>


                                Table of Contents






Part I, Financial                                                         3

         Consolidated Balance Sheet                                       3

         Consolidated Statement of Operations                             5

         Consolidated Statements of Cash Flow                             6

         Notes to Consolidated Financial Statements                       7

         Management Discussion and Analysis                               9

Part II Other Information                                                12

Signature Page                                                           13




                                       2
<PAGE>


Part 1
Financial Statements

         Integrated Spatial Information Solutions, Inc., and Subsidiary
                    Condensed and Consolidated Balance Sheet
                                   (Unaudited)

                                                                  March 31, 1999
                                                                  --------------
Assets

Current:
   Cash and Cash Equivalents                                       $    281,180
   Accounts receivable (net of allowance)                             2,058,728
   Land and building, held for resale, net                            1,067,144
   Restricted cash                                                      100,000
   Prepaid expenses and other                                           135,136
                                                                   ------------
Total current assets                                                  3,642,188
                                                                   ------------

Property and Equipment:

   Land and building under capital lease - related party              1,866,667
   Equipment and furniture                                              477,995
   Leased assets                                                        289,234
                                                                   ------------
                                                                      2,633,896
Less accumulated depreciation                                          (546,212)
                                                                   ------------
Net property and equipment                                            2,087,684
                                                                   ------------

Other Assets

Goodwill, net of accumulated amortization                             4,792,403
Other                                                                    82,795
                                                                   ------------

Total other assets                                                    4,875,198
                                                                   ------------

                                                                   $ 10,605,070
                                                                   ------------


See accompanying  notes to financial statements


                                       3
<PAGE>


         Integrated Spatial Information Solutions, Inc., and Subsidiary
                    Condensed and Consolidated Balance Sheet
                                   (Unaudited)

                                                                  March 31, 1999
                                                                  --------------
Liabilities and Stockholders' Equity

Current liabilities:
Notes payable - current portion                                    $    893,281
Obligations under capital leases - related party - current              153,906
Accounts payable                                                        954,627
Accrued expenses                                                        724,227
Deferred revenue                                                        196,740
Client prepayment                                                       237,914
                                                                   ------------
Total current liabilities                                             3,160,695
                                                                   ------------

Long-term liabilities:
Notes payable, less current maturities                                  314,032
Obligations under capital leases - related party                      1,878,355
                                                                   ------------
Total long-term liabilities                                           2,192,387
                                                                   ------------
Total liabilities                                                     5,353,082
                                                                   ------------

Commitments and Contingencies

Stockholders' Equity
Cumulative convertible preferred stock,
  $.001 par value, 20,000,000 shares authorized,
  590 shares issued and outstanding                                           1
Common stock, no par value, 2,000,000,000
  shares authorized, 11,958,123 shares issued
  and outstanding                                                    12,635,423
Additional paid-in capital                                            3,760,549
Accumulated deficit                                                 (11,143,985)
                                                                   ------------
Total stockholders' equity                                            5,251,988
                                                                   ------------
                                                                   $ 10,605,070
                                                                   ------------


See accompanying  notes to financial statements


                                       4
<PAGE>
<TABLE>
<CAPTION>

                               Integrated Spatial Information Solutions, Inc., and Subsidiary
                                    Condensed and Consolidated Statements of Operations
                                                        (Unaudited)

                                                                      Six months ended               Three months ended
                                                                          March 31,                       March 31,
                                                                ----------------------------    ---------------------------
                                                                    1999            1998            1999            1998
                                                                    ----            ----            ----            ----
<S>                                                             <C>             <C>             <C>             <C>         
Revenues                                                        $  3,965,879    $  3,674,381    $  1,910,811    $  1,873,452

Cost of sales
    Salaries and employee benefits                                 2,558,684       2,481,372       1,255,311       1,209,978
    Direct contract costs                                            630,267         621,424         281,569         296,373
    Other operating costs                                          1,229,879       1,744,672         595,521         921,531
                                                                ------------    ------------    ------------    ------------

Total costs and expenses                                           4,418,830       4,847,468       2,132,401       2,427,882
                                                                ------------    ------------    ------------    ------------

Operating loss                                                      (452,951)     (1,173,087)       (221,590)       (554,430)

Other income (expense):
    Interest expense                                                (289,784)       (198,653)       (158,424)       (103,947)
    Other income                                                       1,264          77,099             761         120,613
    Gain on litigation settlement                                    414,312            --           414,312            --
                                                                ------------    ------------    ------------    ------------
Total other income (expense)                                         125,792        (121,554)        256,649          16,666
                                                                ------------    ------------    ------------    ------------

Net income (loss) from continuing operations                        (327,159)     (1,294,641)         35,059        (537,764)
Income (loss) from discontinued operations                              --           (41,802)           --            68,157
                                                                ------------    ------------    ------------    ------------

Net income (loss)                                                   (327,159)     (1,336,443)         35,059        (469,607)
                                                                ------------    ------------    ------------    ------------

Preferred stock dividends                                            (24,482)        (14,910)        (12,241)           --
Deemed preferred stock dividends                                        --           (83,333)           --              --
                                                                ------------    ------------    ------------    ------------

Income (loss) attributable to common stockholders               $   (351,641)   $ (1,434,686)   $     22,818    $   (469,607)
                                                                ------------    ------------    ------------    ------------

Basic income (loss) per common share:
Income (loss from continuing operations attributable
to common stockholders                                                  (.03)           (.14)           --              (.05)
Income (loss) from discontinued operations                              --              --              --              (.04)
                                                                ------------    ------------    ------------    ------------
Income (loss) attributable to common stockholders                       (.03)           (.15)           --              (.04)
                                                                ------------    ------------    ------------    ------------

Weighted average number of shares of common stock outstanding     11,694,988       9,395,562      11,932,481      10,481,942
                                                                ------------    ------------    ------------    ------------

Diluted income (loss) per common share:
Income (loss) from continuing operations attributable
to common stockholders                                                  (.03)           (.14)           --              (.05)
Income (loss) from discontinued operations                              --              --              --              (.04)
                                                                ------------    ------------    ------------    ------------
Income (loss) attributable to common stockholders                       (.03)           (.15)           --              (.04)
                                                                ------------    ------------    ------------    ------------

Weighted average number of shares of common stock outstanding     11,694,988       9,395,562      20,003,219      10,481,942
                                                                ------------    ------------    ------------    ------------


See accompanying  notes to financial statements

                                       5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                       Integrated Spatial Information Solutions, Inc., and Subsidiary
                             Condensed and Consolidated Statements of Cash Flow
                                                  (Unaudited)


                                                                             For the Six months ended March 31,
                                                                             ----------------------------------
                                                                                    1999           1998
                                                                                    ----           ----
Operating activities:
<S>                                                                             <C>            <C>         
   Net loss                                                                     $  (327,159)   $(1,336,443)
   Adjustment to reconcile net loss to net cash used in operating activities:
        Depreciation and amortization                                               403,455        384,941
        Stock options and warrants issued for services performed                     19,886        255,824
        Gain on litigation settlement                                              (414,312)          --
        Gain on sale of assets and miscellaneous                                    (11,304)          --
        Decrease in land and building held for resale                               (16,378)          --
        Write off accumulated depreciation due to discontinued operations              --         (129,002)
        Decrease in accounts receivable                                             509,995        188,466
        Decrease in accrued settlement liability                                    (64,685)       (42,003)
        Decrease in other assets                                                     40,778         54,291
        Increase (decrease) in accounts payable                                     272,747       (506,618)
        Decrease in accrued expenses                                               (134,097)      (209,907)
        Increase (decrease) in deferred revenue                                      83,694       (132,035)
        Increase in client prepayments                                              237,914           --
                                                                                -----------    -----------

Net cash generated (used) by operating activities                                   600,534     (1,472,486)
                                                                                -----------    -----------

Investing activities:
        Purchase (disposition) of equipment                                         (31,436)         2,445
        Receipt from sale of assets                                                    --        1,100,000
                                                                                -----------    -----------

Net cash (used) provided by investing activities                                    (31,436)     1,102,445
                                                                                -----------    -----------

Financing activities:
        Payments on checks written against future deposits                         (207,650)      (106,332)
        Proceeds of borrowings                                                       60,000           --
        Payment of debt                                                            (195,313)     (4327,151)
        Issuance of common stock                                                       --          138,643
        Issuance of convertible preferred stock                                        --          212,500
                                                                                -----------    -----------

Net cash used by financing activities                                              (342,963)      (182,340)
                                                                                -----------    -----------

Net increase (decrease) in cash                                                     226,135       (552,381)

Cash and cash equivalents, beginning of period                                       55,045        582,326
                                                                                -----------    -----------

Cash and cash equivalents, end of period                                        $   281,180    $    29,945
                                                                                ===========    ===========
                                                                                

See accompanying notes to financial statements

                                       6

</TABLE>

<PAGE>

                 Integrated Spatial Information Solutions, Inc.

                                and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Condensed Consolidated Financial Statements

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Company without audit,  pursuant to the rules and regulations of
the  Securities  and  Exchange   Commission.   The  Company  believes  that  the
disclosures  are adequate to make the information  presented not misleading.  In
the opinion of management,  the accompanying  unaudited  consolidated  financial
statements  contain  all  adjustments   (consisting  only  of  normal  recurring
adjustments)  necessary to present fairly the Company's  consolidated  financial
position as of March 31, 1999,  the  consolidated  results of its operations for
the  six-month  periods  ended March 31, 1999,  and 1998 and  statements of cash
flows for the six-month periods then ended.

The  accounting  policies  followed  by the  Company are set forth in the annual
report of September 30, 1998, filed on Form 10-KSB, as amended,  and the audited
consolidated  financial  statements therein with the accompanying notes thereto.
While   management   believes  the  procedures   followed  in  preparing   these
consolidated  financial  statements are reasonable,  the accuracy of the amounts
are in some respects  dependent  upon the facts that will exist,  and procedures
that will be accomplished by the Company later in the year.

The consolidated  results of operations for the three and six-month period ended
March 31, 1999, are not necessarily indicative of the results to be expected for
the full year ending September 30, 1999.

(2) Accounts Receivable

Accounts  receivable  contain amounts computed under the cost-to-cost  method to
determine percentage of completion as described in the Form 10-KSB for September
30, 1998.

(3) Provision for Income Taxes

At the  beginning  of the  fiscal  year  the  Company  had  net  operating  loss
carryforwards of $6.0 million with expirations  through 2018. At March 31, 1999,
the amount of the net operating loss  carryforward  balance is estimated at $6.4
million.  The Company  expects to incur a minimal amount of alternative  minimum
tax for the fiscal year.  Since the Company is unable to determine that deferred
tax assets exceeding tax liabilities are more likely than not to be realized, it
will record a valuation  allowance  equal to the excess  deferred  tax assets at
fiscal year end.

(4) Litigation

During the quarter,  the Company and the Defense  Logistics  Agency  settled the
appeal  of  reprocurement  costs for a  deminimis  amount.  As a  result,  after
consideration  of related  legal costs,  the Company has reduced the  previously
recorded  reserve  and  recorded  income of  $414,312.  (See also Item 3,  Legal
Matters, and Note 5, Litigation,  to the financial statements in Form 10-KSB, as
amended, for September 30, 1998.)

(5) Lease Obligations

The Company leases various  equipment as well as facilities under capital leases
that expire through the year 2011 as noted in Note 7 to the Financial Statements
in Form 10-KSB, as amended, September 30, 1998.

                                       7
<PAGE>


(6) Subsequent Events

On April 9,  1999  the  Company  completed  the  sale of its  real  property  in
Franktown, Colorado.

7. Accounting for Preferred Stock Convertible at a Discount to the Market.

The prior year statement of operations gives effect for a discount of 25% of the
common stock which would result and be deemed to be  additional  dividend to the
holders of the  Company's  6%  convertible  preferred  stock sold on October 14,
1997. That  convertible  preferred stock was convertible  into common stock at a
25%  discount  to  the  five  day  average  market  price  of the  common  stock
immediately  preceding  the  conversion  date  which was lower than the five day
average market price at the date of placement. This difference,  $83,333 for the
prior year first quarter, on the first possible date of conversion is an imputed
discount and is deemed to be additional dividend available to the holders of the
preferred  stock which  reduced  prior year first  quarter  income  available to
common stock  shareholders.  Accordingly,  it was deducted from  cumulative  net
income to arrive at net income attributable to common  shareholders.  All of the
convertible  preferred  stock from the  October  1997  placement  has since been
converted into common stock.

8. Earnings Per Share.

Earnings per share are calculated in accordance with the provisions of Statement
of Financial Accounting Standard No. 128 --"Earnings per Share" (SFAS Nor. 128).
SFAS No. 128 provides for the calculation of "Basic" and "Diluted"  earnings per
share.  Basic earnings per share includes no dilution for unissued shares and is
computed by dividing  income or loss  available  to common  shareholders  by the
weighted  average number of common shares  outstanding  for the period.  Diluted
earnings per share reflects the potential dilution attributable to the potential
issue of additional securities that could share in the earnings of an entity and
known as fully diluted  earnings per share.  No  computation of diluted loss per
share is displayed when such computation  would result in a reduced net loss per
share for a period.

Calculation  of basic and diluted  earnings per share for the periods  presented
are displayed below:

<TABLE>
<CAPTION>
                                                  Six Months Ended               Three Months Ended
                                            -----------------------------   -----------------------------
                                             March 1999       March 1998     March 1999       March 1998
                                             ----------       ----------     ----------       ----------
<S>                                         <C>             <C>             <C>             <C>          
Basic Earnings (loss) per common share:
Numerator:
  Income (loss) from
    continuing  operations                  $   (327,159)   $ (1,294,641)   $     35,069    $   (537,784)
  Income (loss) from dis-
     continued operations                           --           (41,802)           --            68,157
  Preferred stock dividends                      (24,482)        (14,910)        (12,241)           --
  Deemed preferred
     stock dividends                                --           (83,333)           --              --
                                            ------------    ------------    ------------    ------------

Income (loss) attributable to
    common shareholders                     $   (351,641)   $ (1,434,686)   $     22,818    $   (469,607)
                                            ============    ============    ============    ============

Denominator:
   Weighted average common
      shares outstanding                      11,094,988       9,395,562      11,932,481      10,481,942
                                            ============    ============    ============    ============

Per share amounts:
  Income (loss) from
     continuing operations                  $      (0.03)   $      (0.14)   $       --      $      (0.05)
  Income (loss) from dis-
      continued operations                          --              --              --              0.01
                                            ------------    ------------    ------------    ------------



                                       8
<PAGE>


  Basic earnings (loss)                     $      (0.03)   $      (0.15)   $       --      $      (0.04)
                                            ============    ============    ============    ============

Diluted earnings (loss) per common share:
  Numerator
 Income (loss) from
    continuing  operations                  $   (327,159)   $ (1,294,641)   $     35,069    $   (537,784)
  Income (loss) from dis-
     continued operations                           --           (41,802)           --            68,157
                                            ------------    ------------    ------------    ------------

Income (loss) attributable to
    common shareholders                     $   (351,641)   $ (1,434,686)   $     22,818    $   (469,607)
                                            ============    ============    ============    ============

Denominator:
   Weighted average common
      shares outstanding                      11,094,988       9,395,562      11,932,481      10,481,942
   Effect of dilutive  securities:
      Stock options                                 --              --         4,672,096            --
      Warrants                                      --              --         1,495,416            --
      Conversion of convertible
         preferred stock outstanding                --              --         1,903,226            --
                                            ------------    ------------    ------------    ------------

  Weighted average of common
    Shares and assumed conver-
     sions outstanding                        11,694,988       9,395,562      20,003,219      10,481,942
                                            ============    ============    ============    ============

Per share amounts:
 Income (loss) from
    continuing  operations                  $      (0.03)   $      (0.14)   $       --      $      (0.05)
  Income (loss) from dis-
     continued operations                           --              --              --              0.01
                                            ------------    ------------    ------------    ------------

Income (loss) attributable to
    common shareholders                     $      (0.03)   $      (0.15)   $       --      $      (0.04)
                                            ============    ============    ============    ============

</TABLE>



PART 1, ITEM 2:  MANAGEMENT  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OPERATIONS

Forward-Looking    Statements.    This   quarterly   report   contains   certain
forward-looking statements that describe the future business, prospects, actions
and possible  results of Integrated  Spatial  Information  Solutions,  Inc. (the
"Company") and the  expectations of the Company and its management which are not
historical  facts  and  therefore  constitute   forward-looking   statements  as
contemplated  in  the  "safe  harbor"   provisions  of  the  Private  Securities
Litigation  Reform Act of 1995. Such statements are subject to certain risks and
uncertainties  that could cause actual results to differ  materially  from those
set forth. As a result,  there also can be no assurance that the forward-looking
statements  included herein will prove to be accurate or that the objectives and
plans of the Company will be achieved.

Financial Condition:

Liquidity.  Cash  increased  $226,135  to a total of  $281,180  from  $55,045 at
September 30, 1998.  The increase was primarily  from  increased  cash generated
from operations.

Presently,  the Company has working  capital of  approximately  $481,493  versus
negative working capital of $1,493,458 a year prior. The primary reason for this
improvement is the reclassification of $1,076,371 to current assets representing
the  Company's  real  property in  Franktown,  Colorado in light of the lessee's
exercise  of his  purchase  option.  The Company  and the lessor  completed  the
transaction  subsequent  to the  end of  this  reporting  period.  In  addition,
renegotiation  of a  note  resulting  in  $314,032  reclassified  to  long  term
liabilities and the net effect of the litigation settlement eliminating $414,312
of a previously recorded reserve further improved working capital.

                                       9
<PAGE>


The  Company's  current  ratio of total  current  assets to current  liabilities
increased  to 1.15:1  from .60:1 a year ago  although  it  represented  a slight
decrease from 1.20:1 at September 30, 1998.

As a result of losses from operations and limited working capital, the Company's
ability to timely meet payment due dates could be in question. Management's plan
to continue the operation of the Company includes: negotiation of an asset based
line of credit, the negotiation of a credit facility for additional  acquisition
and operating capital needs; and raising funds through additional debt or equity
instruments, of which there can be no assurance. The Company further believes it
will  experience  increased  cashflows from new contract awards on which revenue
producing work has begun;  and that it will curb the cost of operations  coupled
with an additional  contingency  plan to generate  further cost  reductions  and
improved cash flows to insure the viability of the Company.

Capital  Resources.  During the  fourth  quarter  of the prior  fiscal  year the
Company sold a total of 700 shares of convertible  preferred  stock in a private
offshore transaction which resulted in net funding of approximately $463,000.

On February 9, 1999 the Company was verbally advised by a representative  of the
lending  institution the  institution  was  withdrawing its previous  commitment
letter  for a line of  credit . The  Company  is in  discussions  with two other
institutions  for asset  based  source  of  working  capital.  The  Company  has
established  strong  relations with investment  banking  entities.  Accordingly,
management  believes it may be able to secure a credit  facility large enough to
support its near term acquisition program and required working capital.

The Company's  long-term  liquidity  requirements may be significant in order to
implement its acquisition plans. There can be no guarantee  sufficient funds can
be secured to achieve these plans.


Results of Operations:

First Half  of Fiscal Year 1999

Revenue for the first half of FY 1999 amounted to  $3,965,879  and was generated
entirely by the Company's operating  subsidiary whose primary activity is in the
area of geographic  information systems. This revenue reflects an increase of 8%
over the first half of the prior fiscal year.

Total  consolidated  costs and expenses reached $4,418,830 or 122.2% of revenue.
Approximately  $759,463 of this amount was related to parent company general and
administrative  costs, down from $1,079,840 during the prior year period. Of the
parent  company   amount,   approximately   $196,000   represented   acquisition
amortization  expense.  The  remainder  was  related  to  the  subsidiary's  GIS
operations  and  reflects  a  significant  decrease  from the costs for the same
period of the prior  year.  The  decline  in GIS  related  costs  resulted  from
management  actions to control costs in response to the current level of revenue
generation.

Interest expense increased over that of the prior year by $91,131 as a result of
increased interest costs related to the Company's Franktown real property, which
has been subsequently sold (see Note 6, Subsequent Events, above).  Accordingly,
interest expense is expected to decrease in the ensuing quarter.

There were no transactions from discontinued operations during the period

Second Quarter of Fiscal Year 1999

Revenue of $1,910,811 for the second  quarter of FY 1999 resulted  entirely from
the Company's operating  subsidiary,  PlanGraphics,  Inc., engaged in geographic
information systems activities. This level of current quarter revenue represents
an increase of two percent over the same period of the prior year.

                                       10
<PAGE>


The  Company's  total costs and expenses  were  $2,132,401 or 111.6% of revenue.
This  represented a decrease of $295,481 from the prior year; an  improvement of
12.2 %. This  amount  reflects  approximately  $386,010 in  reductions  to other
operating costs and a 5% reduction to direct contract  costs.  These  reductions
are partially offset by slight increases in salaries and employee benefits.

The  operating  loss  decreased by $332,840 to $221,590  from last fiscal year's
second  quarter  total of $554,430  reflecting  management's  efforts to improve
operations.

Interest expense increased over that of the prior year by $54,477 as a result of
an increased  rate of interest  connected with the new mortgage on the Company's
former manufacturing facility.

Other  income  decreased  from the prior year amount  reflecting  the absence of
certain nonrecurring credits.

There were no transactions from discontinued operations during the period.

First Half of Fiscal Year 1998

Revenue for the first half of FY 1998 amounted to  $3,674,381  and was generated
entirely by the Company's GIS operating  subsidiary and is not  comparable  with
restated  revenue of nil for the first half of the prior fiscal year. This level
of revenue  reflected a decline of about 27% from the  subsidiary's  revenue for
the same period of the prior year. This decline from the subsidiary's prior year
level of  operations  for the same period  resulted  from the winding  down of a
significant  long-term  contract  and a  delay  in the  commencement  of work on
replacement contract activity.

Total  consolidated  costs and expenses reached $4,847,471 or 131.9% of revenue.
Approximately   $1,079,840   was   related  to  parent   company   general   and
administrative costs and was not comparable to reported costs for the prior year
which  resulted from  discontinued  operations  of the Company.  Of this amount,
approximately  $257,363  was  related  to  actions  resulting  from  acquisition
activities;   and  $196,000  of  acquisition  amortization  expenses  were  also
recorded.  The balance was related to GIS  operations  and  reflected a decrease
from the  costs  for the same  period,  a year  prior  which  were not  publicly
reported.  The decline in GIS related costs resulted from management  actions to
reduce  staffing and  operating  costs in response to the  temporary  decline in
revenue.

Interest  expense  increased over that of the prior year by $128,889 as a result
of the interest costs added from the GIS subsidiary  acquired late in the fourth
quarter of FY 1997.  However,  trend  analysis  of both  parent  and  subsidiary
interest  expenses for the current period compared to interest  expenses for the
same period of FY 1997  reveals a decrease of 78% for the parent  company due to
certain leased manufacturing  equipment costs no longer occurring because of the
divestiture  of  manufacturing  assets and due to the retirement of the SBA-held
note and a  decrease  of about 15% in  subsidiary  generated  interest  expenses
resulting from retirement of certain debt.

Other expense  increased over the prior year total  primarily due to acquisition
expenses.

Discontinued  operations  total reflected a decrease in expenses  related to the
discontinued manufacturing operations.

Second Quarter of FY 1998.

Revenue  for the  second  quarter  of FY 1998  amounted  to  $1,873,452  and was
generated  entirely  by the  Company's  GIS  operating  subsidiary  and  was not
comparable  with  restated  revenue of nil for the  second  quarter of the prior
fiscal year  (Fiscal  year 1997).  This level of  quarterly  revenue  reflects a
decline of approximately  25% from the subsidiary's  revenue for the same period
of the prior  year.  This  decline  from the  subsidiary's  prior  year level of
operations for the same quarter  resulted from the winding down of a significant
long-term  contract  and a delay  in the  commencement  of  work on  replacement
contract  activity.  It was,  however,  a very slight increase over the previous
quarter revenue.

                                       11
<PAGE>


Total  consolidated  costs and expenses for the Company  reached  $2,427,882  or
129.6% of revenue.  Approximately $314,100 was related to parent company general
and administrative  costs and was not comparable to reported costs for the prior
year which resulted from discontinued operations of the Company. Of this amount,
approximately  $125,000  was  related  to  actions  resulting  from  acquisition
activities and $98,000 was attributable to amortization of acquisition expenses.
The balance,  $1,965,000, was related to GIS operations and reflected a decrease
from the costs for the same period of the prior year prior and were not publicly
reported.  The decline in GIS related costs resulted from management  actions to
reduce  staffing and  operating  costs in response to the  temporary  decline in
revenue.

Interest  expense  had  increased  over that of the prior  year by  $64,333 as a
result of the interest costs added from the GIS subsidiary  acquired late in the
fourth  quarter of FY 1997.  However,  trend  analysis  of both  parent  company
interest  ($6,452) and  subsidiary  interest  ($88,254) for the current  quarter
compared to interest  expenses for the same period of FY 1997 reveals a decrease
of 78% for the parent  company due to certain leased  equipment  costs no longer
occurring  because of the  divestiture  of  manufacturing  assets and due to the
retirement  of  SBA-held  note and a  decrease  of 15% in  subsidiary  generated
interest expenses resulting from retirement of certain debt.

Other expense  increased over the prior year total  primarily due to acquisition
related expenses.

Discontinued  operations  total  reflects a decrease in expenses  related to the
discontinued manufacturing operations.

Contract Backlog

The  Company's  has  reported a backlog of GIS  contracts  and work  assignments
totaling approximately $6.5 million compared to $8.0 million of uncompleted work
in the backlog for the prior year.


PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 4.

ITEM 2. CHANGES IN SECURITIES

During the current  quarter,  a holder of convertible  preferred stock submitted
100 shares of preferred  stock for which the Company  issued  461,552  shares of
common stock in  exchange.  The holder has 590 shares of  convertible  preferred
stock remaining.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

ITEM 5. OTHER INFORMATION.

Not Applicable.

                                       12
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8K.

Exhibits filed since the beginning of the current quarter:

Exhibit 10.6 Executive  Employment  Agreement  between the Company and Robert S.
Vail, filed as part of Form 10-KSB on January 13, 1999.

Reports on Form 8-K filed since the beginning of the current quarter:

Not applicable.




                                    SIGNATURE



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.


                                  Integrated Spatial Information Solutions, Inc.




Dated: May 16, 1999                /S/  Fred Beisser
       ------------                -----------------
                                   Frederick G. Beisser
                                   Vice President-Finance & Administration, 
                                   Secretary & Treasurer and Principal Financial
                                   Accounting Officer




                                       13

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<ARTICLE> 5
       
<S>                                           <C>
<PERIOD-TYPE>                                6-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                         281,180
<SECURITIES>                                         0
<RECEIVABLES>                                2,058,728
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,642,188
<PP&E>                                       2,633,896
<DEPRECIATION>                               (546,212)
<TOTAL-ASSETS>                              10,605,070
<CURRENT-LIABILITIES>                        3,160,095
<BONDS>                                              0
                                0
                                          0
<COMMON>                                    12,635,423
<OTHER-SE>                                 (7,383,436)
<TOTAL-LIABILITY-AND-EQUITY>                10,605,070
<SALES>                                              0
<TOTAL-REVENUES>                             3,965,879
<CGS>                                                0
<TOTAL-COSTS>                                4,418,830
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           (289,784)
<INCOME-PRETAX>                              (327,129)
<INCOME-TAX>                                 (327,129)
<INCOME-CONTINUING>                          (327,129)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (327,159)
<EPS-PRIMARY>                                    (.03)
<EPS-DILUTED>                                    (.03)
        


</TABLE>


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