-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WGT45hWGScjez0T5mUuXoYQMpFYFTK7OzF+au+ovHkY75uH4VAgoo9HPMyVEmlJL Ffz5D2YrG5roU4ndmuV2TA== 0000950129-00-001779.txt : 20000412 0000950129-00-001779.hdr.sgml : 20000412 ACCESSION NUMBER: 0000950129-00-001779 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000131 FILED AS OF DATE: 20000411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERITAS DGC INC CENTRAL INDEX KEY: 0000028866 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 760343152 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-07427 FILM NUMBER: 598280 BUSINESS ADDRESS: STREET 1: 3701 KIRBY DR STREET 2: STE 112 CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: 7135128300 MAIL ADDRESS: STREET 1: 3701 KIRBY DRIVE SUITE 112 CITY: HOUSTON STATE: TX ZIP: 77098 FORMER COMPANY: FORMER CONFORMED NAME: DIGICON INC DATE OF NAME CHANGE: 19920703 10-Q/A 1 VERITAS DGC INC. - DATED JANUARY 31, 2000 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-Q/A (AMENDMENT NO. 1) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2000 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 1-7427 VERITAS DGC INC. (Exact name of registrant as specified in its charter) DELAWARE 76-0343152 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3701 KIRBY DRIVE, SUITE #112 HOUSTON, TEXAS 77098 (Address of principal executive offices) (Zip Code) (713) 512-8300(Registrant's telephone number, including area code) NO CHANGES (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. YES [X] NO[ ] APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. The number of shares of the Company's common stock (the "Common Stock"), $.01 par value, outstanding at February 29, 2000 was 25,831,666 (including 2,315,001 Veritas Energy Services Inc. exchangeable which are identical to the Common Stock in all material respects). ================================================================================ 2 Veritas DGC Inc. hereby amends Item 1 of Part I Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2000 to read in its entirety as follows: PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS VERITAS DGC INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME UNAUDITED
THREE MONTHS ENDED SIX MONTHS ENDED JANUARY 31, JANUARY 31, --------------------------- ------------------------- 2000 1999 2000 1999 ------------ ------------ ----------- ---------- (In thousands) REVENUES $ 91,023 $ 101,652 $ 159,700 $ 248,451 COSTS AND EXPENSES: Cost of services Operating expenses 60,584 68,294 103,325 170,061 Research and development 2,078 1,721 4,040 3,465 Depreciation and amortization 18,460 17,734 36,838 34,584 Selling, general & administrative 4,267 4,501 7,710 9,057 Interest expense 3,499 3,551 6,990 5,603 Other income (196) (2,630) (1,175) (2,403) --------- --------- --------- --------- Total costs and expenses 88,692 93,171 157,728 220,367 Income before provision for income taxes and equity in loss of joint venture 2,331 8,481 1,972 28,084 Provision for income taxes 1,078 3,057 1,063 8,939 Equity in (earnings) loss of joint venture 83 (12) 319 87 --------- --------- --------- --------- Net income before extraordinary charge 1,170 5,436 590 19,058 Extraordinary loss on debt repurchase (net of tax, $95) 187 --------- --------- --------- --------- Net income $ 1,170 $ 5,436 $ 403 $ 19,058 Other comprehensive income (loss) (net of tax - $0 in both periods) Foreign currency translation adjustments 1,665 (2,898) 2,237 (3,253) Unrealized gain (loss) on investments-available for sale 68 (1,279) --------- --------- --------- --------- Comprehensive income $ 2,903 $ 2,538 $ 1,361 $ 15,805 ========= ========= ========= ========= PER SHARE: BASIC Net income per common share before extraordinary item $ .05 $ .24 $ .02 $ .84 Net loss per common share from extraordinary item (.01) --------- --------- --------- --------- Net income per common share $ .05 $ .24 $ .02 $ .84 ========= ========= ========= ========= Weighted average common shares 24,474 22,712 24,554 22,704 ========= ========= ========= ========= DILUTED Net income per common share before extraordinary item $ .05 $ .24 $ .02 $ .83 Net loss per common share from extraordinary item (.01) --------- --------- --------- --------- Net income per common share $ .05 $ .24 $ .02 $ .83 ========= ========= ========= ========= Weighted average common shares 25,893 22,830 25,049 22,852 ========= ========= ========= =========
See Notes to Consolidated Financial Statements 1 3 VERITAS DGC INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
JANUARY 31, JULY 31, 2000 1999 --------- --------- Unaudited (In thousands) ASSETS Current assets: Cash and cash equivalents $ 31,259 $ 73,447 Restricted cash investments 198 300 Accounts and notes receivable (net of allowance for doubtful accounts: January $3,339; July $3,038) 124,262 113,761 Materials and supplies inventory 4,040 4,417 Prepayments and other 9,825 8,259 Investments-available for sale 3,284 3,671 --------- --------- Total current assets 172,868 203,855 Property and equipment 388,767 357,397 Less accumulated depreciation 239,795 201,026 Plus assets held for sale (see Note 2) 14,000 --------- --------- Property and equipment - net 162,972 156,371 Multi-client data library 193,532 138,753 Investment in and advances to joint venture 2,321 2,640 Goodwill (net of accumulated amortization: January $5,731; July $3,683) 12,225 2,159 Deferred tax asset 29,521 23,120 Long term notes receivable (net of allowance: $1,000) 4,066 3,696 Other assets 8,804 11,252 --------- --------- Total $ 586,309 $ 541,846 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $ 226 $ 240 Accounts payable - trade 28,992 26,243 Accrued interest 3,857 4,010 Other accrued liabilities 58,174 48,640 Income taxes payable 1,439 5,472 --------- --------- Total current liabilities 92,688 84,605 Non-current liabilities: Long-term debt - less current maturities 135,082 135,011 Other non-current liabilities 10,717 6,672 --------- --------- Total non-current liabilities 145,799 141,683 Stockholders' equity: Preferred stock, $.01 par value; authorized: 1,000,000 shares; none issued Common stock, $.01 par value; authorized: 40,000,000 shares; issued: 23,275,126 shares at January and 21,470,938 shares at July (excluding exchangeable shares of 2,468,064 at January and 1,505,595 at July) 233 214 Additional paid-in capital 239,350 208,749 Accumulated earnings (from August 1,1991 with respect to Digicon Inc.) 115,055 114,652 Accumulated comprehensive income Cumulative foreign currency translation adjustment (2,115) (4,352) Unrealized loss on investments-available for sale (1,836) (557) Unearned compensation (892) (602) Treasury stock, at cost; 116,388 shares at January and 150,068 shares at July (1,973) (2,546) --------- --------- Total stockholders' equity 347,822 315,558 --------- --------- Total $ 586,309 $ 541,846 ========= =========
See Notes to Consolidated Financial Statements 2 4 VERITAS DGC INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED
SIX MONTHS ENDED JANUARY, 31 ------------------------ 2000 1999 ---------- ---------- (In thousands) OPERATING ACTIVITIES: Net income $ 403 $ 19,058 Non-cash items included in net income: Depreciation and amortization 36,838 34,584 Net loss on disposition of property and equipment 108 319 Equity in loss of joint venture 319 87 Amortization of multi-client data library 471 670 Deferred taxes (3,983) 2,357 Amortization of unearned compensation 319 168 Change in operating assets/liabilities: Accounts and notes receivable (6,545) (12,010) Materials and supplies inventory 444 139 Prepayments and other (2,186) 7,929 Multi-client data library (53,999) (42,469) Other 2,007 112 Accounts payable and other accrued liabilities 4,632 12,037 Income taxes payable (5,750) (10,551) Other non-current liabilities 3,889 (51) ---------- ---------- Total cash provided (used ) by operating activities (23,033) 12,379 FINANCING ACTIVITIES: Borrowings on long-term debt 39 60,000 Payments on long-term debt (146) Senior notes issue costs (34) (1,737) Net proceeds from sale of common stock 3,859 947 Purchase of treasury stock (2,869) ---------- ---------- Total cash provided by financing activities 3,864 56,195 INVESTING ACTIVITIES: Decrease (increase) in restricted cash investments 102 (94) Decrease in investment in and advances to joint venture 1,183 Purchase of Time Seismic Exchange Ltd., net of cash received (704) Purchase of Guardian Data Seismic, net of cash received (1,409) Purchase of Enertec Resource Services Inc., net of cash received (1,538) Purchase of property and equipment (22,994) (30,870) Sale of property and equipment 2,880 131 ---------- ---------- Total cash used by investing activities (22,959) (30,354) Currency loss on foreign cash (60) (3,253) ---------- ---------- Change in cash and cash equivalents (42,188) 34,967 Beginning cash and cash equivalents balance 73,447 40,089 ---------- ---------- Ending cash and cash equivalents balance $ 31,259 $ 75,056 ========== ==========
See Notes to Consolidated Financial Statements 3 5 VERITAS DGC INC. AND SUBSIDIARIES SUPPLEMENTARY SCHEDULES TO CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED
SIX MONTH ENDED JANUARY 31, --------------------------- 2000 1999 ------------- ------------- (In thousands) SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Increase in property and equipment for accounts payable - trade $ 3,108 $ 373 Utilization of net operating loss carryforwards existing prior to the quasi-reorganization resulting in an increase (decrease) in: Deferred tax asset valuation allowance (1,088) (2,887) Additional paid-in capital 1,088 2,887 Treasury stock issued for purchase of Time Seismic Exchange Ltd. 664 Treasury stock issued in lieu of cash for bonuses payable 383 Restricted stock issued for future services resulting in an increase in additional paid-in capital and unearned compensation 42 Treasury stock issued for future services resulting in an increase in Additional paid-in-capital 37 Unearned compensation 610 Stock and options issued for purchase of Enertec Resource Services Inc. (net of cash received) 25,189 Settlement of accounts receivable and interest payments from investments-available for sale 892 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for: Interest - Senior notes 6,581 3,656 Equipment purchase obligations 3 22 Other 559 325 Income taxes 9,389 16,501
See Notes to Consolidated Financial Statement 4 6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, on the 10th day of April 2000. VERITAS DGC INC. By: /s/ Richard C. White -------------------------- RICHARD C. WHITE Chief Executive Officer /s/ Anthony Tripodo -------------------------- ANTHONY TRIPODO Executive Vice President, Chief Financial Officer and Treasurer 5 -----END PRIVACY-ENHANCED MESSAGE-----