-----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, HCPnUoCzo87bvcX1rU5015S41K1rSjB9MHwRZKhqDD41nzGYmW33htYbQjmb7GSQ wELnkpZ29dcmwsW6s4oX9g== 0000950129-03-004971.txt : 20031014 0000950129-03-004971.hdr.sgml : 20031013 20031014172112 ACCESSION NUMBER: 0000950129-03-004971 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031014 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031014 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07427 FILM NUMBER: 03940280 BUSINESS ADDRESS: STREET 1: 10300 TOWN PARK DR CITY: HOUSTON STATE: TX ZIP: 77072 BUSINESS PHONE: 7135128300 MAIL ADDRESS: STREET 1: 10300 TOWN PARK DR CITY: HOUSTON STATE: TX ZIP: 77072 FORMER COMPANY: FORMER CONFORMED NAME: DIGICON INC DATE OF NAME CHANGE: 19920703 8-K 1 h09622e8vk.txt VERITAS DGC INC. - DATED OCTOBER 14, 2003 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 14, 2003 VERITAS DGC INC. (Exact Name of Registrant As Specified In Its Charter) DELAWARE 001-7427 76-0343152 (State or Other Jurisdiction (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) 10300 TOWN PARK DRIVE HOUSTON, TEXAS 77072 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) 832-351-8300 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) =============================================================================== ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. DESCRIPTION 99.1 Press release of Veritas DGC Inc. dated October 14, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On October 14, 2003, the Registrant issued a press release announcing that it had revised its 2003 fiscal fourth quarter and fiscal year results and providing additional balance sheet and cash flow information for such periods. A copy of the October 14, 2003 press release is attached as Exhibit 99.1 to this current report on Form 8-K. THE INFORMATION CONTAINED IN THIS CURRENT REPORT, INCLUDING THE EXHIBIT ATTACHED HERETO, SHALL NOT BE DEEMED "FILED" FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VERITAS DGC INC. (Registrant) /s/ Matthew D. Fitzgerald ------------------------------------- Matthew D. Fitzgerald Executive Vice President, Chief Financial Officer and Treasurer Date: October 14, 2003 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press release of Veritas DGC Inc. dated October 14, 2003. EX-99.1 3 h09622exv99w1.txt PRESS RELEASE DATED OCTOBER 14, 2003 [VERITAS DGC LOGO] VERITAS DGC INC. REVISES ITS PREVIOUSLY ANNOUNCED FOURTH QUARTER AND FISCAL 2003 RESULTS HOUSTON, OCTOBER 14, 2003 - Veritas DGC Inc. (NYSE & TSE: VTS) announced today that it has revised its previously announced 2003 fourth quarter and fiscal year unaudited results due to an increase in its deferred tax valuation allowance. The adjustment will increase the previously reported net loss by $11.8 million, or $0.35 per share. The revised results are included as an attachment to this release. The additional tax provision was based on conclusions reached during the year-end audit process. As a result of recent net operating losses, the Company determined that deferred tax assets in several jurisdictions (primarily the U.S.) should be fully reserved, resulting in an $11.8 million reduction. Previously, the value of the Company's deferred tax asset was based on the expected realization of scheduled timing differences and net operating loss carryforwards. The adjustment will not have a material impact on the Company's cash flow or debt covenants. This adjustment could result in a reduction in the Company's effective tax rate in future years upon the recognition of profits in these jurisdictions. The Company expects to file its final audited results with the Securities and Exchange Commission on Form 10-K during the next week. The Company cautions that statements in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements as to expectations, beliefs and future financial performance, such as statements regarding our business prospects. All of these are based on current information and expectations that are subject to a number of risks, uncertainties and assumptions. These risks and uncertainties are more fully described in our reports filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material respect from those currently anticipated. Veritas DGC Inc., headquartered in Houston, Texas, is a leading provider of integrated geophysical and reservoir technologies to the petroleum industry worldwide. For additional information, please visit Veritas's website at www.veritasdgc.com or contact: Mindy Ingle, Investor Relations (832) 351-8821 Matt Fitzgerald, Executive Vice President, Chief Financial Officer & Treasurer VERITAS DGC INC. AND SUBSIDIARIES UNAUDITED --------- CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
THREE MONTHS ENDED FISCAL YEAR ENDED JULY 31, JULY 31, ----------------------------- ---------------------------------- 2003 2002 2003 2002 -------------- ------------- --------------- -------------- Revenue $ 119,537 $105,415 $503,001 $ 455,683 Operating expenses: Cost of services 106,546 78,763 425,217 353,178 Research and development 2,303 3,094 11,630 11,475 General and administrative 5,467 5,877 27,211 23,763 Loss on (RC)2 sale 7,627 7,627 Impairment of multi-client surveys 4,893 55,204 4,893 55,204 Cost of terminated merger 10,191 14,607 Impairment of goodwill 39,263 39,263 -------------- ------------- --------------- -------------- Operating loss (46,562) (47,714) (12,840) (2,544) Interest expense 4,175 3,778 18,534 13,628 Other expense (income), net (731) 4,005 498 1,786 -------------- ------------- --------------- -------------- Loss before provision for income taxes (50,006) (55,497) (31,872) (17,958) Income tax expense (benefit) 20,699 (8,980) 28,052 5,192 -------------- ------------- --------------- -------------- Net loss $ (70,705) $ (46,517) $ (59,924) $ (23,150) ============== ============= =============== ============== Diluted Earnings Per Share: Weighted average common shares 33,462 32,491 33,305 32,409 Loss per common share $ (2.11) $ (1.43) $ (1.80) $ (0.71) Supplemental Data: Cash 72,626 10,586 72,626 10,586 Multi-client data library 371,949 336,475 371,949 336,475 Interest-bearing debt 194,225 140,000 194,225 140,000 Depreciation and amortization, gross 16,856 16,842 72,664 68,341 Depreciation and amortization, net of amounts capitalized to multi-client library 12,102 8,906 48,304 39,097 Multi-client amortization, excluding impairments 35,220 25,720 142,029 115,287 Free Cash Flow: Cash from operating activities 38,572 36,884 200,714 185,272 Less: Multi-client expenditures, net cash 29,041 41,985 151,693 169,039 Capital expenditures 10,967 15,036 30,497 87,096 ------ ------ -------- ------- Free cash flow (1,436) (20,137) 18,524 (70,863)
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