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FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997
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.
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(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.)
1935 Jamboree Drive, Colorado Springs, CO 80920
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(Address or principal executive offices) (Zip Code)
Registrant's telephone number, including area code (719) 593-0093
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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
------------------- -----------------------------------------
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
------- ------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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. [ ]
The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant is $147,532,000, based on the closing price
of the Common Stock on December 22, 1997.
The number of shares outstanding of the registrant's Common Stock, as of
December 22, 1997, was 6,127,390.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into Part III of this
Report: the definitive proxy statement dated January 6, 1998.
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 7. Financial Statements
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
PART III
Item 9. Directors and Executive Officers of the Registrant
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management
Item 12. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
PART I
ITEM 1. BUSINESS.
General
Analytical Surveys, Inc. ("ASI" or the "Company") is a Colorado corporation
incorporated in 1981.
ASI's primary business is the production of precise computerized maps that are
integrated with computerized information files or databases and are used in
geographic information systems ("Geographic Information Systems" or "GIS").
Geographic Information Systems are used by federal, state and local governmental
agencies, utilities, and businesses to store, retrieve, analyze and display
information about the physical, technical, financial, and other characteristics
of such diverse assets as utilities systems, natural resources properties,
transportation networks, and residential and commercial communities. A GIS
typically is created by converting a high resolution aerial photograph or paper
map into a computerized base map, and then integrating various data with the
base map. A distinguishing characteristic of GIS is that it allows the user to
pinpoint a desired location on a computer screen that contains a highly accurate
visual representation or map of the desired location and then to retrieve large
amounts of stored data relating to that location. With computer technology,
various types of information can be layered onto the map so as to enable the
user to see the interrelationships of such types of data on a two- or three-
dimensional basis.
The Company also conducts a civil engineering practice through a division of
MSE Corporation, a subsidiary of the Company.
The Company completed two acquisitions during the fiscal year ended September
30, 1996 and another in fiscal 1997 in order to expand its capacity and to
broaden its market exposure and expertise in various facets of the GIS data
conversion business.
Services Provided by ASI
A Geographic Information System consists of four components: computer
hardware, applications software, computerized maps, and computerized information
(database) files. ASI produces the last two components of the GIS. ASI does
not manufacture the computer hardware or applications software required by GIS
end users but increasingly is purchasing and reselling hardware and software as
a part of its services to customers.
ASI produces maps for use on GIS computers from aerial photography through the
use of analytical stereoplotters, computer equipment, and internally developed
proprietary software. The Company also converts existing printed maps and other
information into
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computerized maps and computer information files. The final product can be
delivered either as a computer data file or as a printed image.
ASI employs subcontractors for tasks outside its expertise, such as aerial
photography and ground survey. The Company also uses subcontractors for work
similar to that performed by ASI employees in order to expand capacity, to meet
deadlines, to reduce production costs, to manage work load and to encourage
businesses owned by women and minorities.
ASI conducts business in four facets of the GIS industry--facilities
conversion, photogrammetric mapping, cadastral mapping, and digital
orthophotography.
Facilities conversion typically involves the detailed mapping of a physical
plant, such as the power generation facility or electric distribution system of
a utilities company. Large amounts of data can be input into a computer and
tied to a particular location within the system that is being mapped. The user
then can view a replica of the system on a computer screen and obtain selected
data concerning any location on the screen. With facilities conversion, data
can be stored and retrieved on a multi-dimensional basis so that, for example,
data relating to one network can be viewed while superimposed on another
network, or can be viewed separately. Most of ASI's customers in this area are
investor-owned utilities and, to a lesser degree, municipal-owned utilities.
Photogrammetric mapping involves the creation of a land-based map viewed as if
from the air. The process of photogrammetric mapping typically starts with
aerial photographs and, with an analytical stereoplotter (a three-dimensional
viewing and data recording device) and proprietary software owned by ASI,
involves the deletion of distortions that are inherent with aerial photographs
so that the map becomes a highly precise replica of what exists on the ground.
Photogrammetric mapping also can include contour maps and elevation models in
order to create additional uses. The principal customers of ASI in this facet
of the GIS industry are utilities companies (both investor and municipal-owned),
and municipal entities who wish to use photogrammetric maps for such things as
land use planning, tax assessments, management of public rights-of-way, and
water and sewer facilities. In addition, ASI performs photogrammetric mapping
services for engineering companies, the federal government, and mining
companies.
Cadastral mapping involves the creation of maps that show property lines,
zoning of property, use restrictions relating to property, and other
characteristics. Cadastral maps generally are prepared by digitizing existing
paper maps or converting the legal descriptions of properties into map
coordinates. The principal users of cadastral maps are local governments.
Finally, digital orthophotography involves the creation of richly detailed
maps that have the appearance of, and are based on, aerial photographs. Aerial
photographs are scanned into a computer and then are corrected (orthorectified)
to delete the distortions
-2-
inherent in all aerial photographs in order to arrive at a highly precise map.
Through the GIS process, vector lines can be superimposed so as to enable the
user to determine the precise location of a feature. Digital orthophotography
can be considered a subset of photogrammetric mapping but is different in that
its primary value is to create a highly precise map which looks like a
photograph, without the ability to attach data to the map and to retrieve data
through the computer process.
The Company engages in research and development activities to develop new
production process software and to improve existing process software. Research
and development expenditures were $274,905 in fiscal year 1997 and $283,872 in
fiscal year 1996. In addition, the Company often receives reimbursement from
customers for software enhancements that are used for the customer's project but
also may be used on other projects. Certain activities (principally ongoing
software refinement) that previously were performed by the research and
development group were transferred to operations staff in 1996.
The GIS industry has grown dramatically over the last several years, as
technical and price improvements in GIS hardware and software have made GIS
systems more cost-effective and versatile.
Marketing and Sales
Virtually all of ASI's revenues are earned under fixed price contracts that
cover a specific scope of work. The contracts typically are terminable by the
customer on relatively short notice; however, the Company's experience is that a
termination in the midst of a contract is rare. Slowdowns in the rate of new
delivery orders and cuts in the scope of a project in order to satisfy the
customer's own budget or cash flow requirements sometimes occur but are
relatively uncommon. The Company is dependent upon its ability to secure new
contracts from new as well as existing customers.
The Company employs twelve sales representatives to market and sell its
products and services throughout the United States and internationally. The
Company maintains memberships in professional and trade associations and
participates in industry conferences by presenting exhibits and technical
papers. Contracts are awarded by customers through direct negotiation,
competitive technical evaluation, competitive bid or a combination of such
methods.
ASI has directed its marketing efforts towards a clientele that requires high-
quality digital mapping. ASI's customers include cities, counties, engineering
companies, utility companies and federal governmental agencies. Historically,
approximately half of ASI's revenues have been derived from state and local
government contracts. These contracts may contain termination provisions for
the convenience of the customer, lack of appropriated funds or default by the
Company. Contracts with the United States government, which represent less than
10% of ASI's revenues, also may be subject to
-3-
renegotiation or termination. The Company expects that an increasing percentage
of its new customers will be industrial and municipal GIS users.
ASI receives a portion of its business from consultants who provide GIS
consulting services to customers on a "turnkey" basis. These consultants
typically identify the needs of their customer and then contract with the
customer to find solutions for those needs. The consulting firms will acquire
hardware and applications software for the project then will bid for GIS
services from GIS production companies such as ASI. Consulting firms of this
sort are a valuable source of business for ASI, and the Company's ability to
operate profitably is dependent in part on the continuation of projects for such
consulting firms.
From time to time, the revenues earned on a specific contract may exceed ten
percent of total Company revenues earned in a year. The only customer that
accounted for more than 10% of the Company's revenues in the last two fiscal
years was Southern New England Telephone, which accounted for 10% of revenues in
1996. The Company is unable to state whether any customer will account for more
than 10% of revenues in 1998.
Backlog represents the value of revenue not yet earned on contracts awarded to
the Company; backlog increases when new contracts are awarded and decreases as
revenue is earned. The Company's backlog was approximately $97,000,000 at
September 30, 1997, up from $40,000,000 at September 30, 1996. The Company's
current backlog includes several large projects that will extend over one to
four years. Contracts for larger projects generally increase the Company's risk
due to inflation (as well as due to changes in customer expectations and funding
availability), but the Company receives the benefit of efficiencies in the
utilization of staff due to the larger amount of work involved.
ASI is required to furnish performance bonds to customers on some of its
contracts. The percentage of the Company's work requiring bonds varies between
10% and 30%, depending on the mix of work in progress. Performance bonds are
issued by a limited number of insurance companies. For the Company to continue
to be able to obtain performance bonds, the Company must continue to be able to
meet the underwriting standards of potential issuers and surety market
conditions.
Competition
The GIS industry is highly fragmented, and ASI faces competition in all facets
of the GIS data conversion business, from several relatively large companies and
from numerous smaller companies. Competition may intensify in the future, both
from existing companies that seek to expand their customer base and
capabilities, and from new entrants to the industry. The Company also may face
competition from commercial satellite companies, as improvements in the
resolution of satellite photography are made. Management of the Company
believes that the most significant form of competition would occur if a new
entrant (or a group of regional companies that banded together) obtained large
amounts of capital and consolidated the GIS data conversion business through
acquisitions. Many of
-4-
the companies that now compete with the Company or that may compete with the
Company in the future may have greater financial, technical and personnel
resources than the Company.
ASI seeks to compete on the basis of the quality of its products and the
efficiency with which it can provide digital mapping services to customers. The
Company uses its internally-developed proprietary software as well as
commercially available software to automate much of the production process. The
Company believes that its systematic approach enables it to achieve more
consistent quality than it could if it used more manually-intensive methods.
The performance of GIS services is labor intensive, and ASI's ability to
operate competitively and on a profitable basis is dependent in part upon its
ability to hire, train, and retain skilled employees in order to input the large
amounts of data that are necessary for ASI's projects. As with many of its
competitors, ASI utilizes the services of overseas independent contractors to
perform certain data capture tasks at lower costs than could be achieved in the
United States. In 1995, ASI obtained an option to purchase the business of an
independent contractor in India that has been providing services to the Company;
ASI exercised the option in 1997 and the closing is expected to occur in the
near future, pending governmental approval from India. While management of the
Company believes that it could replace the personnel in India and while the
amounts paid overseas for the performance of services is not material, the
ability of the Company to perform services under some existing contracts on a
profitable basis is dependent upon the continued availability of lower-cost
overseas contractors.
Management of the Company believes that it is critical to the ability of the
Company to compete in the GIS data conversion industry for it to retain highly
qualified managers and executive officers.
Recent Acquisitions
The Company has acquired three GIS data conversion companies in the last two
fiscal years. The acquisitions have expanded and diversified the Company's
customer base, significantly increased backlog, and diversified the Company's
geographical presence and market mix. ASI also has gained benefits from the
acquisitions in the form of economies of scale and opportunities to utilize the
"best practices" of all of the companies acquired.
The most recent and largest of the three acquisitions was MSE Corporation
("MSE") which was acquired in July 1997. MSE, based in Indianapolis, Indiana,
has focused on the utilities facilities data conversion business and offered ASI
a significant inroad to markets in the Midwest. The acquisition also resulted
in a doubling of the Company's backlog and added approximately 335 employees to
the Company's work force.
-5-
The acquisition of Westinghouse Landmark GIS (now ASI Landmark) in July 1996
strengthened the Company's participation in the parcel mapping and deeds
research mapping aspects of the cadastral mapping business, and gives the
Company greater presence in the Southeast. Approximately 100 GIS professionals
were added to the work force as a result of this acquisition.
The first of the three acquisitions was Intelligraphics, Inc., which occurred
in December 1995. This acquisition gave the Company a stronger presence in the
utilities facilities data conversion business and a significant presence in the
Midwest, added approximately 200 employees to ASI's work force, and gave the
Company exposure to an international client base.
Management of the Company believes that the ability of the Company to
assimilate these three businesses (and other businesses that the Company may
acquire) is critical to the success of the Company.
Employees
At September 30, 1997, ASI had approximately 800 employees, virtually all of
whom are full-time.
ASI offers its employees a typical benefits package including health, life,
disability, and dental insurance; a 401-K tax deferred retirement savings plan;
vacations and holidays. The Company does not provide any other retirement plan
to its employees. ASI does not have a collective-bargaining agreement with any
of its employees and generally considers relations with its employees to be
good.
ITEM 2. PROPERTIES
The Company leases its office and production facilities under leases described
in the table below.
Location Square Footage Lease Termination
- -------- -------------- -----------------
Colorado Springs, Colorado 32,000 2004
Cary, North Carolina 23,400 2000
Waukesha, Wisconsin 25,300 1999
Indianapolis, Indiana 100,000 2001 (with two five-year
options available to ASI)
-6-
Management of the Company believes that these facilities are in generally good
condition and adequate for the foreseeable needs of the Company. ASI also
operates sales offices in Sterling, Virginia (near Washington, D.C.), Mt.
Laurel, New Jersey, and West Palm Beach, Florida.
The Company develops and uses proprietary software and production
techniques in its business. These production tools are generally not sold to
customers, but the Company relies on them for competitive advantages in quality
and productivity.
ITEM 3. LEGAL PROCEEDINGS.
Neither the Company nor any of its properties is the subject of any
material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of the Company's shareholders
during the fourth quarter of the year ended September 30, 1997.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Common Stock is traded over-the-counter in the NASDAQ National Market
System under the symbol ANLT. The trading volume in the Common Stock has ranged
from 378,000 shares per month to 1,647,000 shares per month in the year ended
September 30, 1997. This range of trading volume may contribute to stock price
volatility and limited trading liquidity.
The Company's Board of Directors authorized a three for two stock split of
the Common Stock for all shareholders of record on June 27, 1996. All share,
option and per share amounts included in this Report have been adjusted for the
effects of the stock split.
The table below sets forth the range of high and low prices per share of
Common Stock for each quarterly period for the fiscal years ended September 30,
1996, and 1997, as reported by the National Association of Securities Dealers
Automated Quotations System (NASDAQ). These prices reflect inter-dealer
quotations without adjustments for retail markup, markdown or commission, and do
not necessarily represent actual transactions.
-7-
Fiscal Year Ended September 30, 1996 High Low
First Quarter $ 6.83 $ 4.59
Second Quarter $10.33 $ 6.00
Third Quarter $16.00 $ 8.08
Fourth Quarter $17.50 $ 8.75
Fiscal Year Ended September 30, 1997
First Quarter $13.00 $ 8.62
Second Quarter $13.38 $ 9.50
Third Quarter $14.25 $10.25
Fourth Quarter $24.62 $13.75
American Securities Transfer, Inc., the transfer agent for the Common
Stock, has reported that there were approximately 400 shareholders of record as
of September 30, 1997. This does not include the number of investors holding
stock in "street name," which the Company estimates at 3,500 investors.
Holders of the Common Stock are entitled to receive dividends as and when
they may be declared by the Company's Board of Directors. No dividends have
ever been paid with respect to the Common Stock, and the Company does not
anticipate paying dividends in the foreseeable future. Under its present bank
loan agreement, the Company must obtain the bank's consent if the Company wishes
to pay a dividend; the bank has agreed not to withhold such consent
unreasonably, but there is no assurance that the Company would receive the
bank's consent to pay a dividend if the Company were to desire to do so.
-8-
Item 6. Selected Financial Data.
Year ended September 30,
------------------------
(In thousands except per share amounts)
1997 1996 1995 1994 1993
------- ------- ------- ------- ------
Statement of Operations Data (1)
Sales $40,799 $22,669 $13,538 $11,176 $9,107
Costs and expenses 34,586 19,264 11,519 9,696 8,124
Other expenses, net 770 339 119 184 200
Income tax expense 2,112 1,153 716 492 298
------- ------- ------- ------- ------
Net earnings (2) $ 3,331 $ 1,913 $ 1,184 $ 804 $ 485
======= ======= ======= ======= ======
Weighted average shares
outstanding 5,562 5,033 4,408 4,010 4,004
Earnings per share (2) (3) $0.60 $0.38 $0.27 $0.20 $0.12
======= ======= ======= ======= ======
Balance Sheet Data September 30,
-------------
(In thousands)
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Current assets $32,844 $16,452 $ 8,554 $ 6,443 $5,012
Current liabilities 11,759 6,466 2,816 2,749 2,133
------- ------- ------- ------- ------
Working Capital $21,085 $ 9,986 $ 5,738 $ 3,693 $2,879
======= ======= ======= ======= ======
Total assets $50,146 $21,988 $10,048 $ 8,016 $7,158
Long-term debt
less current portion (4) $14,145 $ 4,528 $ 408 $ 391 $ 907
Stockholders' equity $23,831 $10,926 $ 6,654 $ 4,597 $3,738
Notes to Selected Financial Data
(1) See note 2 to the Consolidated Financial Statements describing the
Company's three business combinations.
(2) All from continuing operations.
(3) All per share amounts have been adjusted to reflect the 3 for 2 stock
split that occurred on July 1, 1996.
(4) Includes capital leases.
-9-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATIONS.
THE DISCUSSION BELOW OF ASI'S RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO. WITH THE EXCEPTION OF HISTORICAL MATTERS AND
STATEMENTS OF CURRENT STATUS, CERTAIN MATTERS DISCUSSED BELOW AND ELSEWHERE IN
THIS REPORT ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE SUBSTANTIAL RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM TARGETS
OR PROJECTED RESULTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY INCLUDE, AMONG OTHERS, GROWTH THROUGH BUSINESS COMBINATIONS AND
INTERNAL EXPANSION, THE ABILITY TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES AND
CONSULTANTS, DEPENDENCE ON ASI'S ABILITY TO CONTINUE TO OBTAIN NEW CONTRACTS FOR
ITS SERVICES, MANAGEMENT OF A LARGE AND RAPIDLY GROWING BUSINESS, ASSIMILATION
OF RECENTLY ACQUIRED BUSINESSES, PROJECT RISKS ASSOCIATED WITH HIGHER THAN
EXPECTED COSTS TO PERFORM UNDER CONTRACTS, PRICING AND MARGIN PRESSURE, AND
COMPETITION. GENERAL MARKET CONDITIONS ALSO MAY AFFECT FUTURE RESULTS,
INCLUDING THE ECONOMIC HEALTH OF THE UTILITIES MARKET, INTERNATIONAL ECONOMIC
CONDITIONS, LOCAL TAX COLLECTIONS AND OTHER BUDGETARY CONSTRAINTS APPLICABLE TO
MUNICIPALITIES, MUNICIPALITIES, AND FEDERAL GOVERNMENT SPENDING LEVELS. MANY OF
THESE FACTORS ARE BEYOND THE COMPANY'S ABILITY TO PREDICT OR CONTROL. AS A
RESULT OF THESE AND OTHER FACTORS, THE COMPANY'S PAST FINANCIAL PERFORMANCE
SHOULD NOT BE RELIED ON AS AN INDICATION OF FUTURE PERFORMANCE.
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Results of Operations
The table below summarizes the changes in several key operating indicators.
The percentages on the left show the relationship of various income and expense
items to net revenues. The percentages on the right measure year-to-year
changes.
Percentage of Sales*
Year Ended September 30 Percentage Change*
- ----------------------- ---------------------------
1997 1996 1995 1996 to 1997 1995 to 1996
- ---- ---- ---- ------------- ------------
100 100 100 Sales 80 67
Costs and expenses:
Salaries, Wages and
49 46 39 Related Benefits 88 100
14 17 24 Subcontractor Costs 51 20
17 16 16 General and Administrative 93 64
5 6 6 Depreciation and Amortization 50 51
15 15 15 Earnings from Operations 82 69
(2) (2) (1) Interest Expense 120 195
- - - Other Expense
13 13 14 Earnings before Income Taxes 78 61
5 5 5 Income Tax Expense 83 61
-- -- --
8 8 9 Net Earnings 74 62
== == ==
*Rounded to the nearest whole percent.
1997 Compared to 1996
The Company continued its strategy of acquiring key participants in the GIS
data conversion service industry through its acquisition of MSE Corporation
("MSE") in July 1997. MSE's primary focus has been to provide data conversion
services to utilities, so that the acquisition has further increased the
Company's penetration of that market. MSE also performs photogrammetric mapping
and digital orthophotography for utilities and municipal clients. Approximately
20% of MSE's revenues are earned from its civil engineering practice.
The MSE acquisition, combined with the two acquisitions made in fiscal year
1996 and internal growth, were the principal cause of the 80% increase in sales
and the 82% increase in earnings from operations from 1996 to 1997. Total costs
and expenses, including the amortization of goodwill recorded in the
acquisitions, also increased 80 percent, matching the growth in sales. The
combination of salaries plus subcontractor costs remained at 63% of sales, while
salaries increased as a percentage of sales from 46% to 49% and subcontractor
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costs decreased from 17% to 14%. This shift from subcontractors to salaries
enables the Company to perform more tasks internally and reduce its use of
external subcontractors.
Interest expense, which increased by 120% from 1996 to 1997, represents
virtually the entire amount of other expenses. Most of the increase in interest
expense was attributable to term debt undertaken to fund the acquisitions.
Earnings per share increased by 58% in 1997 over 1996. The increase in net
earnings of 74% was partially offset by the 11% increase in average common
shares outstanding. Common shares outstanding increased primarily due to the
issuance of 925,000 shares in July 1997 in connection with the acquisition of
MSE and the issuance of shares from the exercise of stock options.
The Company's backlog of signed contracts increased to approximately
$97,000,000, up 142% from 1996. The Company's expansion strategy has enabled it
to obtain significant contracts with utilities customers, as well as municipal
customers and commercial companies. Some of these projects are large, multiple-
year contracts that offer the Company the benefit of increased work but also
subject the Company to increased risks due to possible inflation and changing
customer expectations. The Company continues to seek and perform both larger
and smaller projects for future work.
1996 Compared to 1995
The Company acquired Intelligraphics Inc. ("Intelligraphics") in December
1995 in order to implement a strategy to enter the utilities facilities data
conversion market. The acquisition allowed the Company to enter the utilities
data conversion market more quickly and at a lower cost than would have been the
case under a strategy of developing the technology and market presence
internally. The utilities data conversion market is highly competitive, and
margins are generally lower than those earned by the Company in its other
markets, but the lower margins are usually mitigated by the larger contract size
and term and the expected greater volume of conversion work to be done in this
market.
A second acquisition in July 1996, Westinghouse Landmark GIS, also
contributed to the Company's growth strategy and provided the capability to
perform deeds research tax mapping, which the Company had conducted through
outside subcontractors. This acquisition also provided additional capacity in
the Company's photogrammetry and cadastral mapping markets, as well as an
enhanced regional presence in the east and southeast regions of the United
States.
The two acquisitions, combined with the Company's original Colorado-based
business, caused net income from continuing operations (net earnings) to
increase by 62% from 1995 to 1996, on a sales increase of 67%. Total costs and
expenses remained at 85% of sales, with salaries, wages and benefits increasing
to 46% from 39% of sales, while subcontractor costs decreased to 17% of sales
from 24% for 1995. The combination of
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salaries plus subcontractor costs remained at 63% of sales. This shift towards a
greater salaries component reflected the higher labor input required at the two
acquired production facilities and a lower use of outside subcontractors in
those locations. The two acquisitions have permitted the Company to complete a
greater proportion of its production work using internal resources as opposed to
outside subcontractors.
Interest expense increased by 195% from 1995 to 1996, due to the increased
debt undertaken to complete the two acquisitions.
Earnings per share increased by 41% over the previous year. This increase
reflects the 62% increase in net earnings (all from operations) and the 14%
increase in average common shares outstanding in 1996 over 1995. Approximately
40% of the increase in average shares outstanding is the result of 345,000
shares issued in connection with the Intelligraphics acquisition, and the
balance is due to the issuance of shares for stock option exercises.
Liquidity and Capital Resources
Cash flows from operating activities increased by 252% in 1997 over 1996.
Net earnings plus depreciation and amortization increased by 65% in 1997 over
1996. The tax benefit relating to the exercise of stock options increased by
$422,000 to $1,307,000 from 1996 to 1997. These increases were partially offset
by the increased investment in the net current assets of the Company (caused
principally by revenues in excess of billings).
Cash flows from operating activities increased by 30% in 1996 over 1995.
Net earnings plus depreciation and amortization increased by 57% from $1,969,000
in 1995 to $3,097,000 in 1996. Cash flows from operations were also favorably
affected by the 103% increase in tax benefit relating to exercise of employee
stock options. Cash flows from operations were reduced by increased investment
in the net current assets of the Company, principally due to accounts receivable
and revenues in excess of billings. These contract-related balances fluctuate
due to the aggregate effect of the progress on specific projects and billing and
payment terms of the contracts for such projects.
Cash flows used in investing activities are comprised of the cash component
of the cost of the net assets acquired in the MSE acquisition and routine
capital equipment additions.
Cash flows from financing activities are comprised of the proceeds of term
debt used for the cash component of the cost of the net assets acquired in
acquisitions, routine use of the Company's bank line of credit, scheduled debt
repayments, and the proceeds of stock option exercises.
Short-term liquidity requirements are met primarily through operating
receipts supplemented by a bank line of credit with a $4,850,000 limit. At
September 30, 1997, the Company's balance on the line of credit was $1,473,000.
The cost of capital equipment is
-13-
usually financed through term debt or capitalized leases with terms of from
three to five years. The Company has up to $1,000,000 available under its line
of credit for equipment acquisitions through the end of February 1998. The
Company has not committed to any material capital purchases.
Management expects to meet long-term liquidity requirements through cash
flows generated by operations supplemented from time to time by short-term
borrowings on a bank line of credit. Routine capital expenditures will usually
be financed with a combination of term debt and capital leases.
Management believes that the line of credit combined with cash flows from
operations are adequate to finance ongoing operations. Management also believes
that the Company will be able to finance any required capital expenditures from
a combination of operating cash flows and new term debt or lease arrangements.
Recent Accounting Pronouncements
For the quarter ended December 31, 1997, the Company will be required to
adopt Statement of Financial Accounting Standards No. 128 "Earnings Per Share"
("SFAS 128"). SFAS 128 requires the restatement of all prior-period earnings
per share ("EPS") data. SFAS 128 replaces the presentation of the primary EPS,
with a presentation of "basic EPS" and "diluted EPS." Under SFAS 128, basic EPS
excludes dilution for common stock equivalents and is computed by dividing
income available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted EPS reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity. Upon adopting SFAS 128,
the Company's diluted EPS will be the same as the income per share as currently
reported by the Company, while the Company's basic EPS will be greater than the
income per share as currently reported.
-14-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Independent Auditors' Report
Financial Statements:
Consolidated Balance Sheets September 30, 1997 and 1996
Consolidated Statements of Operations, Years Ended September 30,
1997, 1996 and 1995
Consolidated Statements of Stockholders' Equity, Years Ended
September 30, 1997, 1996 and 1995
Consolidated Statements of Cash Flows, Years
Ended September 30, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
-15-
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, 1997 and 1996, 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, 1997.
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, 1997 and 1996, and the results of
their operations and their cash flows for each of the years in the three-year
period ended September 30, 1997 in conformity with generally accepted accounting
principles.
KPMG PEAT MARWICK LLP
Denver, Colorado
October 31, 1997
16
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
SEPTEMBER 30, 1997 AND 1996
Assets (note 4) 1997 1996
- --------------- ---- ----
(In thousands)
Current assets:
Cash $ 1,559 1,022
Accounts receivable, net of allowance for doubtful
accounts of $164 and $60 in 1997 and
1996, respectively (notes 3 and 10) 8,991 5,781
Revenue in excess of billings (note 3) 21,613 9,329
Deferred income taxes (note 6) 136 105
Prepaid expenses and other 545 215
------- ------
Total current assets 32,844 16,452
------- ------
Equipment and leasehold improvements, at cost:
Equipment 7,983 7,544
Furniture and fixtures 1,151 957
Leasehold improvements 499 162
------- ------
9,633 8,663
Less accumulated depreciation and amortization (5,483) (6,049)
------- ------
4,150 2,614
------- ------
Deferred income taxes 41
Goodwill, net of accumulated amortization of $368 and
$141 in 1997 and 1996, respectively (note 2) 12,353 2,881
Other assets, net of accumulated amortization of $130 in
1997 758 41
------- ------
Total assets $50,146 21,988
======= ======
(Continued)
17
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets, Continued
Liabilities and Stockholders' Equity 1997 1996
- ------------------------------------ ---- ----
(In thousands)
Current liabilities:
Lines-of-credit with banks (note 4) $ 1,473 500
Current portion of long-term debt (note 4) 3,051 1,247
Billings in excess of revenue (note 3) 789 1,091
Accounts payable and other accrued liabilities 3,693 2,288
Accrued payroll and related benefits 2,753 1,340
------- ------
Total current liabilities 11,759 6,466
Long-term debt, less current portion (note 4) 14,145 4,528
Deferred compensation payable 411 68
------- ------
Total liabilities 26,315 11,062
------- ------
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; 6,114 and 4,887 shares issued and outstanding
in 1997 and 1996, respectively 15,269 5,695
Retained earnings 8,562 5,231
------- ------
Total stockholders' equity 23,831 10,926
------- ------
Commitments and contingencies (notes 5 and 7)
Total liabilities and stockholders' equity $50,146 21,988
======= ======
See accompanying notes to consolidated financial statements.
18
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
1997 1996 1995
---- ---- ----
(In thousands, except per share amounts)
Sales $40,799 22,669 13,538
------- ------ ------
Costs and expenses:
Salaries, wages and related benefits 19,792 10,501 5,247
Subcontractor costs 5,899 3,898 3,244
Other general and administrative 7,115 3,681 2,243
Depreciation and amortization 1,780 1,184 785
------- ------ ------
34,586 19,264 11,519
------- ------ ------
Earnings from operations 6,213 3,405 2,019
------- ------ ------
Other income (expense):
Interest expense, net (772) (351) (119)
Other 2 12
------- ------ ------
(770) (339) (119)
------- ------ ------
Earnings before income taxes 5,443 3,066 1,900
Income tax expense (note 6) 2,112 1,153 716
------- ------ ------
Net earnings $ 3,331 1,913 1,184
======= ====== ======
Earnings per common and common
equivalent share $ .60 .38 .27
======= ====== ======
Weighted average outstanding common and
common equivalent shares 5,562 5,033 4,408
======= ====== ======
See accompanying notes to consolidated financial statements.
19
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
1997 1996 1995
---- ---- ----
(In thousands)
Cash flows from operating activities:
Net earnings $ 3,331 1,913 1,184
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization 1,780 1,184 785
Gain on sale of assets (2) (12)
Deferred income tax benefit (55) (163) (108)
Tax benefit relating to exercise of stock options 1,307 885 437
Changes in operating assets and liabilities, net of effect
of business combinations:
Accounts receivable, net 951 (481) (1,226)
Revenue in excess of billings (4,746) (2,820) (717)
Prepaid expenses and other 9 (18) (67)
Billings in excess of revenue (302) 163 (243)
Accounts payable and other accrued liabilities (111) (9) 466
Accrued payroll and related benefits 555 130 83
-------- ------ ------
Net cash provided by operating activities 2,717 772 594
-------- ------ ------
Cash flows from investing activities:
Purchase of equipment and leasehold improvements (1,596) (919) (704)
Proceeds from sale of equipment 159 12 --
Payments for net assets acquired in business combinations, net
of cash acquired (11,092) (5,541) --
-------- ------ ------
Net cash used by investing activities (12,529) (6,448) (704)
-------- ------ ------
Cash flows from financing activities:
Net borrowings (payments) under lines-of-credit with bank (2,027) 500
Proceeds from issuance of long-term debt 12,714 5,765 521
Principal payments on long-term debt (1,292) (815) (735)
Proceeds from exercise of stock options 954 583 562
Purchase and retirement of common shares -- -- (125)
-------- ------ ------
Net cash provided by financing activities 10,349 6,033 223
-------- ------ ------
Net increase in cash 537 357 113
Cash at beginning of year 1,022 665 552
-------- ------ ------
Cash at end of year $ 1,559 1,022 665
======== ====== ======
Supplemental disclosures of cash flow information:
Cash paid for interest $ 815 344 112
======== ====== ======
Cash paid for income taxes $ 888 376 765
======== ====== ======
Common stock issued for net assets acquired in business
combinations $ 7,313 891 --
======== ====== ======
See accompanying notes to consolidated financial statements.
20
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
Common stock
----------------------- Retained
Shares Amount earnings Total
------ ------ -------- -----
(In thousands)
BALANCES AT OCTOBER 1, 1994 3,835 $ 2,462 2,134 4,596
Exercise of stock options 447 562 -- 562
Tax benefit relating to exercise of
stock options -- 437 -- 437
Purchase and retirement of common
stock (35) (125) -- (125)
Net earnings -- -- 1,184 1,184
------ ------- ----- ------
BALANCES AT SEPTEMBER 30, 1995 4,247 3,336 3,318 6,654
Common stock issued in connection
with business combination (note 2) 345 891 -- 891
Exercise of stock options 295 583 -- 583
Tax benefit relating to exercise of
stock options -- 885 -- 885
Net earnings -- -- 1,913 1,913
------ ------- ----- ------
BALANCES AT SEPTEMBER 30, 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
====== ======= ===== ======
See accompanying notes to consolidated financial statements.
21
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997, 1996 AND 1995
(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 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 revenues 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 10 years
Furniture and fixtures 5 to 10 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 percentage of completion 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.
22
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue in excess of billings represents revenue related to services
completed but not billed. The Company bills customers based upon the
terms included in the contract, which is generally upon delivery. When
billed, such amounts are recorded as accounts receivable. Billings in
excess of revenue represent billings in advance of services performed.
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) STOCK-BASED COMPENSATION
The Company accounts for its stock-based employee compensation plans
using the intrinsic value based method prescribed by Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations (APB 25). The Company has
provided pro forma disclosures of net income 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 during the years
ended September 30, 1997 and 1996.
23
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(g) IMPAIRMENT OF LONG-LIVED ASSETS
Effective October 1, 1996, the Company adopted 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 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. 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.
The adoption of SFAS 121 on October 1, 1996 had no effect on the
consolidated financial statements of the Company.
(h) RESEARCH AND DEVELOPMENT COSTS
The Company expenses research and development costs as they are
incurred. Research and development costs, which are included in general
and administrative expenses in the consolidated statements of
operations, totaled $274,905, $283,872 and $347,321 for the years ended
September 30, 1997, 1996 and 1995, respectively.
(i) EARNINGS PER SHARE
The computation of earnings per common share is based on the weighted
average number of common shares outstanding plus the effect of common
stock equivalents, consisting of stock options, determined using the
treasury stock method.
(j) FINANCIAL INSTRUMENTS
The carrying amounts of the Company's financial instruments at
September 30, 1997 and 1996 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 and cash equivalents, 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.
(k) RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the
1997 presentation.
24
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
- --------------------------------------------------------------------------------
(2) BUSINESS COMBINATIONS
In July 1997, the Company acquired all of the issued and outstanding common
stock of MSE Corporation for cash of $12,500,000 and 925,000 shares of
restricted common stock valued at $7,313,000, for total consideration of
$19,813,000.
In July 1996, the Company, through its wholly owned subsidiary, ASI Landmark,
Inc., acquired substantially all of the assets and assumed certain
liabilities of Westinghouse Landmark GIS, Inc. which provides photogrammetic
mapping and data conversion services to the municipal and county markets for
cash of $1,992,598.
In December 1995, the Company acquired substantially all of the assets and
assumed certain liabilities of Intelligraphics, Inc. which provides data
conversion services primarily to the utilities market, for $3,548,019 cash
and 345,000 shares of restricted common stock valued at $891,250, for total
consideration of $4,439,269.
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):
Year ended September 30,
------------------------
1997 1996
-------- --------
Current Assets $13,463 4,286
Equipment 1,500 1,245
Other assets, including Goodwill 10,996 3,022
Current liabilities (5,526) (2,121)
Non-current liabilities (620) --
------- ------
$19,813 6,432
======= ======
The following unaudited pro forma information presents the results of
operations of the Company as if the acquisitions of MSE Corporation,
Intelligraphics, Inc. and Westinghouse Landmark GIS, Inc. had occurred on
October 1, 1995 (in thousands, except per share amounts):
Year ended September 30,
------------------------
1997 1996
------- -------
Sales $58,861 50,256
======= ======
Net earnings $ 4,342 1,044
======= ======
Earnings per share $ .69 .18
======= ======
25
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
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 IN EXCESS OF BILLINGS AND BILLINGS IN EXCESS
OF REVENUE
At September 30, 1996, the estimated period to complete contracts in
process ranges from one to twenty-one months, and the Company expects to
collect substantially all related accounts receivable and revenue in excess
of billings within one year.
The following summarizes contracts in process at September 30 (in
thousands):
1997 1996
-------- -------
Costs incurred on uncompleted contracts $ 73,344 39,007
Estimated earnings 30,911 19,464
-------- -------
104,255 58,471
Less billings to date (83,431) (50,233)
-------- -------
$ 20,824 8,238
======== =======
Included in the accompanying balance
sheets as follows:
Revenue in excess of billings $ 21,613 9,329
Billings in excess of revenue (789) (1,091)
-------- -------
$ 20,824 8,238
======== =======
(4) DEBT
The Company has two revolving lines-of-credit with banks which provide for
total borrowings of $4,850,000, expire in February 1998, and bear interest
at .25% over the prime rate (8.75% at September 30, 1997) and the prime
rate (8.5% at September 30, 1997). The lines-of-credit are collateralized
by substantially all of the assets of the Company. Borrowings of $1,473,000
and $500,000 were outstanding under the lines-of-credit as of September 30,
1997 and 1996, respectively.
In February 1997 the Company entered into an additional $1,000,000
revolving line-of-credit with a bank bearing interest at 8.25%. The line-
of-credit is collateralized by all equipment and general intangibles and
expires February 2003. No borrowings were outstanding under the line-of-
credit as of September 30, 1997.
26
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(4) DEBT (CONTINUED)
Long-term debt consists of the following at September 30:
1997 1996
---- ----
(in thousands)
Note payable to a bank payable in monthly installments with
interest at 8.09% through June 1998, and based on LIBOR or the
prime rate plus applicable margins ranging from .25% to 2.5%
thereafter (8.09% at September 30, 1997), final payment in June
2002, secured by substantially all assets of the Company (a) $12,109 -
Note payable to a bank payable in monthly installments ranging
from $74,028 to $88,834 at .5% over the base rate (9% at
September 30, 1997), final payment in November 2001, secured by
accounts receivable and work-in-process 4,117 4,962
Notes payable to a bank under a $1,250,000 equipment draw-down
term loan, bearing interest at effective rates ranging from
8.15% to 11.83% at September 30, 1997, payable in monthly
installments through August 1999, secured by certain equipment
(a) 595 810
Other 375 3
------- ------
17,196 5,775
Less current portion (3,051) (1,247)
------- ------
$14,145 4,528
======= ======
Maturities of long-term debt as of September 30, 1997, are as follows (in
thousands):
Years ending September 30:
1998 $ 3,051
1999 2,953
2000 3,189
2001 3,566
2002 4,437
--------
$ 17,196
========
(a) These loan agreements contain restrictive covenants which require, among
other things, the maintenance of certain financial ratios and include
certain limitations on capital expenditures and dividend payments.
27
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(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, 1997 are as follows (in thousands):
Years ending September 30:
1998 $ 3,028
1999 2,550
2000 2,138
2001 1,703
2002 1,394
Thereafter 791
-------
Total minimum operating lease payments $11,604
=======
Rent expense totaled $1,345,310, $535,203 and $302,303 for the years ended
September 30, 1997, 1996 and 1995, respectively.
(6) INCOME TAXES
Income tax expense (benefit) for the years ended September 30 is as
follows (in thousands):
1997 1996 1995
---- ---- ----
Current:
Federal $1,847 1,148 713
State and local 320 168 111
------ ----- ----
2,167 1,316 824
------ ----- ----
Deferred:
Federal (42) (141) (94)
State and local (13) (22) (14)
------ ----- ----
(55) (163) (108)
------ ----- ----
$2,112 1,153 716
====== ===== ====
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 $1,306,536, $884,459 and $437,242 in 1997, 1996 and
1995, respectively.
28
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
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):
1997 1996 1995
---- ---- ----
Computed "expected" income tax
expense $1,851 1,042 646
State income taxes, net of federal
tax effect 203 96 63
Other 58 15 7
------ ----- ----
Actual income tax expense $2,112 1,153 716
====== ===== ====
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at September 30, are
presented below (in thousands):
1997 1996
---- ----
Current deferred tax assets and liabilities:
Accounts receivable, primarily due to allowance for
doubtful accounts $ 22 22
Accrued liabilities, primarily due to accrued
compensated absences for financial statement
purposes 143 99
Prepaid expenses, primarily due to marketing
commissions expensed for income tax purposes (34) (21)
Other 5 5
----- ----
Total net current deferred tax asset $ 136 105
===== ====
NONCURRENT DEFERRED TAX ASSETS AND LIABILITIES:
DEFERRED COMPENSATION ACCRUED FOR FINANCIAL
STATEMENT PURPOSES ONLY $ 24 24
Equipment and leasehold improvements, primarily
due to differences in depreciation 17 (24)
----- ----
Total net noncurrent deferred tax asset $ 41 -
===== ====
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 rates of dividends,
voting rights, redemption prices, liquidation prices, liquidation premiums,
conversion rights and other requirements without a vote of the
shareholders.
29
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(7) STOCKHOLDERS' EQUITY AND STOCK OPTIONS (CONTINUED)
The Company currently has six nonqualified stock option plans under which
the Board of Directors may grant options to purchase approximately 267,000
shares of the Company's common stock to officers, directors and key
employees. 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 of date of 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 1997 and 1996 pro
forma net income and earnings per share would have been approximately $2.8
million and $1.8 million and $.50 and $.35, respectively. The weighted
average fair value of options granted during 1997 and 1996 was $5.49 and
$4.99 per share, respectively. The weighted average remaining contractual
life of all options at September 30, 1997 was approximately three years.
The fair value of each option grant 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, 60% volatility and a risk-free interest rate of 6.00%.
Stock option activity for the plans for the years ended September 30 are
summarized as follows (in thousands, except per share amounts):
Weighted
average
Number of exercise price
Options per share
--------- --------------
Balance, October 1, 1994 1,117 $ 1.51
Granted 426 4.39
Exercised (447) 1.26
Canceled (29) 2.52
----- ------
Balance, September 30, 1995 1,067 2.73
Granted 238 11.07
Exercised (295) 1.99
Canceled (21) 3.17
----- ------
(continued)
30
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Weighted average
Number of exercise price
Options per share
--------- ----------------
Balance, September 30, 1996 989 $ 4.95
Granted 641 13.06
Exercised (302) 3.16
Canceled (40) 10.64
--------- ---------
Balance, September 30, 1997 1,288 9.23
========= =========
Options exercisable at September 30, 1997 466 4.67
========= =========
(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 the employee contributions up to 4%
of their compensation. The Company contributed $185,602, $65,756 and
$60,494 to the plan in 1997, 1996 and 1995, respectively.
(9) MAJOR CUSTOMERS
Sales to individual customers amounting to more than 10% of total sales were
as follows:
Year ended September 30:
1996 Customer A 10%
1995 Customer B 12%
There were no sales to individual customers amounting to more than 10% of
total sales for the year ended September 30, 1997.
(10) 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.
31
ANALYTICAL SURVEYS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(10) CONCENTRATIONS OF CREDIT RISK (CONTINUED)
The Company's accounts receivable are 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, 1997.
32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company's independent accountants have neither resigned nor been
dismissed during the Company's two most recent fiscal years or through the date
of this Report.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required by this item is contained in the Company's definitive
proxy statement for its 1998 Annual Meeting of Shareholders, which is to be
filed on or before January 20, 1998. Such information is incorporated into this
Report by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by this item is contained in the Company's definitive
proxy statement for its 1998 Annual Meeting of Shareholders, which is to be
filed on or before January 20, 1998. Such information is incorporated into this
Report by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information required by this item is contained in the Company's definitive
proxy statement for its 1998 Annual Meeting of Shareholders, which is to be
filed on or before January 20, 1998. Such information is incorporated into this
Report by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by this item is contained in the Company's definitive
proxy statement for its 1998 Annual Meeting of Shareholders, which is to be
filed on or before January 20, 1998. Such information is incorporated into this
Report by reference.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as exhibits as a part of this report.
(1) The financial statements listed in response to Item 8 of this report.
(2) The financial statement schedules listed in response to Item 8 of this
report.
(3) The exhibits described below.
2. Plan of acquisition, reorganization, arrangement, liquidation or
succession:
2.1 Purchase Agreement dated July 2, 1997 between Analytical Surveys, Inc.
(buyer) and Sol C. Miller (seller) (filed with Report on Form 8-K
dated July 16, 1997, as amended on September 9, 1997, and hereby
incorporated by reference).
2.2 Registration Rights Agreement dated July 2, 1997, between Analytical
Surveys, Inc. and Sol C. Miller (filed with Report on Form 8-K dated
July 16, 1997, as amended on September 9, 1997, and hereby
incorporated by reference).
2.3 Consulting and Non-Competition Agreement dated July 2, 1997, between
Analytical Surveys, Inc. and Sol C. Miller (filed with Report on Form
8-K dated July 16, 1997, as amended on September 9, 1997, and hereby
incorporated by reference).
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3. Articles of Incorporation and By-Laws
3.1 Articles of incorporation (as amended) are incorporated by
reference to the Exhibits to the Company's Registration Statement on
Form S-18, Registration No. 2-93108-D.
3.2 By-laws are incorporated by reference to the Exhibits to the
Company's Registration Statement on Form S-18, Registration
No. 2-93108-D.
4. Instruments defining the rights of Security Holders including Indentures
Form of Stock Certificate (filed with Registration Statement
No. 2-93108-D and hereby incorporated by reference).
9. Voting Trust Agreement
9.1 Voting Trust Agreement dated as of December 22, 1995, between the
Company, various selling shareholders of Intelligraphics, Inc. and the
members of the Board of Directors of the Company (as voting trustees),
incorporated by reference from the registrant's report on Form 8-K
dated January 9, 1996, as amended on February 16, 1996.
10. Material Contracts
10.1 Employment agreement dated June 27, 1994 between ASI and Sidney
V. Corder, Chief Executive Officer and President, incorporated herein
by reference to registrant's Quarterly Report on Form 10-QSB for June
30, 1994.
10.2 Stock Option Plan dated December 17, 1987 and amended on August
31, 1992 incorporated herein by reference to registrant's Annual
Report on Form 10-K for Fiscal Year ended September 30, 1992.
10.3 1990 Non-Qualified Stock Option Plan dated September 21, 1990
and amended and restated on December 17, 1990 and further amended on
August 31, 1992 incorporated herein by reference to registrant's
Annual Report on Form 10-K for Fiscal Year ended September 30, 1992.
10.4 1991 Non-Qualified Stock Option Plan dated December 17, 1990 and
amended on August 31, 1992 incorporated herein by reference to
registrant's Annual Report on Form 10-K for Fiscal Year ended
September 30, 1992.
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10.5 1993 Non-Qualified Stock Option Plan dated December 11, 1992
incorporated herein by reference to registrant's Proxy Statement dated
January 11, 1993.
10.6 Analytical Surveys, Inc. 401-K Plan dated October 1, 1988 and
amended and restated May 22, 1992 incorporated herein by reference to
registrant's Annual Report on Form 10-K for Fiscal Year ended
September 30, 1992.
10.7 Analytical Surveys, Inc. Incentive Bonus Plan incorporated
herein by reference to registrant's Annual Report on Form 10-K for
Fiscal Year ended September 30, 1992.
10.8 Building lease dated August 1, 1994 incorporated herein by
reference to registrant's Annual Report on Form 10-KSB for the Fiscal
Year ended September 39, 1994.
10.9 Employment agreement dated September 20, 1995 between ASI and
Scott C. Benger, Senior Vice President, Finance and
Secretary/Treasurer incorporated herein by reference to registrant's
Annual Report on Form 10-KSB for the fiscal year ended September 30,
1995.
10.10 1995 Non-Qualified Stock Option Plan dated August 22, 1995
incorporated herein by reference to registrant's Annual Report on Form
10-KSB for the fiscal year ended September 30, 1995.
10.11 Employment agreement dated December 22, 1995 between ASI and
William D. Nantell, Senior Vice President incorporated herein by
reference to registrant's report on Form 10-KSB for the Fiscal Year
ended September 30, 1996.
10.12 Real Estate Lease between MSE Realty, LLC and MSE Corporation,
dated July 2, 1997.
10.13 Employment Agreement dated July 2, 1997 between Analytical
Surveys, Inc. and Randal J. Sage.
10.14 Employment Agreement dated July 2, 1997 between Analytical
Surveys, Inc. and John J. Dillon III.
10.15 Consulting Agreement between Analytical Surveys and John A.
Thorpe, dated June 27, 1997.
10.16 Analytical Surveys, Inc. 1997 Incentive Stock Option Plan.
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23. Consent of Experts:
Consent of KPMG Peat Marwick LLP (included in the exhibits section).
27. Financial Data Schedule
(b) The registrant filed a Form 8-K on July 16, 1997, as amended on September
9, 1997 which described the Company's acquisition of MSE Corporation. The
following financial statements were filed as a part of such Report:
Proforma balance sheet of MSE Corporation for June 30, 1997.
Proforma income statement of MSE Corporation:
year ended September 30, 1996; and
9 months ended June 30, 1997.
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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/ Sidney V. Corder Date: December 26, 1997
---------------------
Sidney V. Corder, Chairman of the Board,
President,Chief Executive Officer,
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated and on the dates indicated.
Signature Date:
--------- -----
By: /s/ Sidney V. Corder December 26, 1997
---------------------
Sidney V. Corder, Director, Chairman
of the Board, President, Chief Executive
Officer, and Director
By: /s/ Scott C. Benger December 26, 1997
-------------------
Scott C. Benger, Sr. Vice President
Finance and Secretary/
Treasurer (principal financial
officer and principal accounting officer)
By: /s/ William Howell December 26, 1997
------------------
William Howell, Controller
By: /s/ Richard P. MacLeod December 26, 1997
----------------------
Richard P. MacLeod, Director
By: /s/ James T. Rothe December 26, 1997
------------------
James T. Rothe, Director
By: /s/ Robert H. Keeley December 26, 1997
-------------------------
Robert H. Keeley, Director
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By: /s/ John A. Thorpe December 26, 1997
-------------------------
John A. Thorpe, Director
By: /s/ Willem H. J. Andersen December 26, 1997
-------------------------
Willem H. J. Andersen, Director
By: /s/ Sol C. Miller December 26,1997
-------------------------
Sol C. Miller, Director
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EXHIBIT INDEX
The following exhibits are filed with the Report on Form 10-K of Analytical
Surveys, Inc. for the Fiscal Year ended September 30, 1997:
Financial Statements
Consolidated Balance Sheets September 30, 1997 and 1996
Consolidated Statements of Operations, Years Ended September 30,
1997, 1996 and 1995
Consolidated Statements of Stockholders' Equity, Years Ended
September 30, 1997, 1996 and 1995
Consolidated Statements of Cash Flows, Years
Ended September 30, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
Real Estate Lease between MSE Realty, LLC and MSE Corporation, dated July 2,
1997.
Employment Agreement dated July 2, 1997 between Analytical Surveys, Inc. and
Randal J. Sage.
Employment Agreement dated July 2, 1997 between Analytical Surveys, Inc. and
John J. Dillon III.
Consulting Agreement between Analytical Surveys and John A. Thorpe, dated June
27, 1997.
Analytical Surveys, Inc. 1997 Incentive Stock Option Plan.
Consent of KPMG Peat Marwick LLP.
Financial Data Schedule.
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