UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended DECEMBER 31, 1998 or / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0-13111 ANALYTICAL SURVEYS, INC. (Exact name of small business issuer as specified in its charter) COLORADO 84-0846389 (State of incorporation) (IRS Employer Identification No.) 941 NORTH MERIDIAN STREET INDIANAPOLIS, INDIANA 46204 (Address of principal executive offices) (Zip Code) (317) 634-1000 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days. Yes X No ----- ----- The number of shares of common stock outstanding as of February 11, 1999 was 6,802,993. PART I ITEM 1. ANALYTICAL SURVEYS, INC. CONSOLIDATED BALANCE SHEETS (In Thousands) (Unaudited) September 30, December 31, 1998 1998 ------------- ------------- ASSETS Current assets: Cash $ 2,243 $ 2,158 Accounts receivable net of allowance for doubtful accounts of $161 and $155 at September 30 and December 31 respectively 17,501 21,595 Revenue in excess of billings 39,316 40,531 Deferred income taxes 557 722 Income tax receivable 675 Prepaid expenses and other 659 856 ------- ------- Total current assets 60,951 65,862 ------- ------- Equipment and leasehold improvements, at cost: Equipment 13,015 14,579 Furniture and fixtures 1,594 1,701 Leasehold improvements 817 828 ------- ------- 15,426 17,108 Less accumulated depreciation and amortization (7,470) (8,256) ------- ------- 7,956 8,852 ------- ------- Deferred income taxes 134 129 Goodwill net of accumulated amortization of $1,654 and $2,044 at September 30 and December 31, respectively 25,272 24,826 Other assets, net of accumulated amortization of $549 and $745 at September 30 and December 31, respectively 227 131 ------- ------- Total Assets $94,540 $99,800 ------- ------- ------- ------- See accompanying notes to financial statements. 2 ANALYTICAL SURVEYS, INC. CONSOLIDATED BALANCE SHEETS (In Thousands) (Unaudited) September 30, December 31, 1998 1998 ------------- ------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 4,594 $ 6,170 Billings in excess of revenue 1,232 2,392 Accounts payable and other accrued liabilities 8,229 6,531 Income taxes payable 611 Accrued payroll and related benefits 5,910 3,508 ------- ------- Total current liabilities 19,965 19,212 ------- ------- Long-term debt, less current portion 29,920 32,781 Deferred compensation payable 192 176 ------- ------- Total liabilities 50,077 52,169 Stockholders' equity Preferred stock; no par value. Authorized 2,500 shares; none issued or outstanding -- -- Common stock; no par value. Authorized 100,000 shares; 6,732 and 6,774 shares issued and outstanding at September 30, and December 31, respectively 28,670 29,565 Retained earnings 15,793 18,066 ------- ------- Total stockholders' equity 44,463 47,631 ------- ------- Total liabilities and stockholders' equity $94,540 $99,800 ------- ------- ------- ------- See accompanying notes to financial statements. 3 ANALYTICAL SURVEYS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share amounts) (Unaudited) Three Months Ended December 31, 1997 1998 --------- --------- Sales $17,402 28,229 ------- ------- Costs and Expenses Salaries, wages and related benefits 8,822 14,288 Subcontractor costs 1,611 3,708 Other general and administrative 3,174 4,365 Depreciation and amortization 778 1,349 ------- ------- 14,385 23,710 ------- ------- Earnings from operations 3,017 4,519 ------- ------- Other income (expense): Interest expense, net (436) (691) Other 14 58 ------- ------- (422) (633) ------- ------- Earnings before income taxes 2,595 3,886 Income tax expense 1,039 1,613 ------- ------- Net earnings $ 1,556 2,273 ------- ------- ------- ------- Earnings per common share: Basic $ 0.25 0.34 Diluted $ 0.23 0.32 Weighted average outstanding common shares: Basic 6,119 6,739 Diluted 6,629 7,128 See accompanying notes to financial statements and common stock equivalent. 4 ANALYTICAL SURVEYS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) Three Months Ended December 31, 1997 1998 ------ ------ Cash flows from operating activities: Net earnings $ 1,556 $ 2,273 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 778 1,349 Deferred income tax benefit (240) (158) Tax benefit relating to exercise of stock options 142 132 Changes in operating assets and liabilities, net of effect of business combinations: Accounts receivable, net (1,326) (4,094) Revenue in excess of billings (4,599) (1,215) Income taxes -- 1,285 Prepaid expenses and other (30) (56) Billings in excess of revenue 913 1,160 Accounts payable and other accrued liabilities 2,087 (1,698) Accrued payroll and related benefits (368) (2,418) ------- ------- Net cash provided (used) by operating activities (1,087) (3,440) ------- ------- Cash flows from investing activities: Purchase of equipment and leasehold improvements (774) (1,169) Cash flows from financing activities: Net borrowings (payments) under lines of credit with banks 1,178 3,400 Proceeds from issuance of long-term debt 756 1,339 Loan fees on long-term debt (162) Principal payments of long-term debt (747) (302) Proceeds from exercise of stock options 188 249 ------- ------- Net cash provided by financing activities 1,375 4,524 ------- ------- Net increase in cash (486) (85) Cash at beginning of year 1,559 2,243 ------- ------- Cash at end of period $ 1,073 $ 2,158 ------- ------- ------- ------- Supplemental disclosures of cash flow information: Cash paid for interest $ 440 $ 677 ------- ------- ------- ------- Cash paid for income taxes $ 50 $ 195 ------- ------- ------- ------- Common stock issued for net assets acquired in business combinations $ 0 $ 514 ------- ------- ------- ------- See accompanying notes to financial statements. 5 Notes to Consolidated Financial Statements (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements have been prepared by management in accordance with the accounting policies described in the Company's annual report for the year ended September 30, 1998. The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended September 30, 1998. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of Analytical Surveys, Inc., and subsidiaries at December 31, 1998 and its results of operations for the three months ended December 31, 1997 and 1998, and its cash flows for the three months ended December 31, 1997 and 1998. All such adjustments are of a normal recurring nature. 6 PART I ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY SET FORTH BELOW SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS FORM 10-Q. THIS FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND UNCERTAINTIES. THE STATEMENTS CONTAINED IN THIS FORM 10-Q THAT ARE NOT PURELY HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. WHEN USED IN THIS FORM 10-Q, OR IN THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS FORM 10-Q, THE WORDS "ANTICIPATE," "BELIEVE," "ESTIMATE," "INTEND" AND "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, THE STATEMENTS REGARDING THE COMPANY'S STRATEGY, FUTURE SALES, YEAR 2000 COMPLIANCE, FUTURE EXPENSES AND FUTURE LIQUIDITY AND CAPITAL RESOURCES. ALL FORWARD-LOOKING STATEMENTS IN THIS FORM 10-Q ARE BASED UPON INFORMATION AVAILABLE TO THE COMPANY ON THE DATE OF THIS FORM 10-Q, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS FORM 10-Q. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW, IN ITEM 1. BUSINESS--"RISK FACTORS" AND ELSEWHERE IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K. OVERVIEW ASI, a leading provider of data conversion and digital mapping services to users of customized geographic information systems, was founded in 1981 by John A. Thorpe. From 1981 to 1990, the Company experienced steady growth in revenues with periodic fluctuations in financial results. After the hiring of the Company's current Chief Executive Officer and Chief Financial Officer in 1990, the Company implemented a controlled growth strategy, including improving and standardizing operating controls and procedures, investing in infrastructure, upgrading the Company's proprietary software and establishing capital sources. In 1995, the Company embarked on a more aggressive growth strategy, including consolidation of the fragmented GIS services industry. The Company's recent acquisitions are summarized in the following table: Date Company Location Employees ---- ------- -------- --------- 12/95 Intelligraphics Wisconsin 200 7/96 Westinghouse Landmark North Carolina 105 7/97 MSE Corporation Indiana 325 6/98 Cartotech Texas 270 The Company recognizes revenue using the percentage of completion method of accounting on a cost-to-cost basis. For each contract, an estimate of total production costs is determined. At each accounting period and for each of the Company's contracts, the percentage of completion is based on production costs incurred to date as a percentage of total estimated production costs. This percentage is then multiplied by the contract's total value to calculate the sales 7 revenue to be recognized. Production costs consist of internal costs, primarily salaries and wages, and external costs, primarily subcontractor costs. Internal and external production costs may vary considerably among projects and during the course of completion of each project. As a result, the Company experiences yearly and quarterly fluctuations in production costs, in salaries, wages and related benefits and in subcontractor costs. These costs may vary as a percentage of sales from period to period. Since 1995 the Company has relied less on subcontractors and more on employees. The Company anticipates that, as a percentage of sales, salaries, wages and related benefits will continue to increase, with a corresponding decrease in subcontractor costs, due, in part, to the Company's May 1998 purchase of Interra Technologies, an India-based company that had been a provider of subcontractor services to the Company. The following table illustrates the relationship of salaries, wages and related benefits and subcontractor costs: Year Three Months Ended September 30, Ended December 31, ------------------------------- ------------------ 1996 1997 1998 1997 1998 PERCENTAGE OF SALES: Salaries, wages and related benefits 46.3% 48.5% 48.7% 50.7% 50.6% Subcontractor costs 17.2% 14.5% 13.6% 9.3% 13.1% ----- ----- ----- ----- ----- Total . . . . . . . . . . . . . . 63.5% 63.0% 62.3% 60.0% 63.7% The Company recognizes losses on contracts in the period such loss is determined. From the beginning of fiscal 1995 through the end of the first three months of fiscal 1999, the Company has recognized aggregate losses on contracts of approximately $910,000. Over the same period, the Company recognized sales of $193.4 million. Sales and marketing expenses associated with obtaining contracts are expensed as incurred. Backlog increases when new contracts are signed and decreases as revenue is recognized. As of December 31, 1998, backlog was $99.0 million. Recently, the number of large projects awarded to the Company has increased. Contracts for larger projects generally increase the Company's risk due to inflation as well as changes in customer expectations and funding availability. The Company's contracts are generally terminable on short notice, and while in the Company's experience such termination is rare, there is no assurance that the Company will receive all of the revenue anticipated under signed contracts. The Company engages in research and development activities. The majority of these activities occur as the Company develops software or designs a product for a particular contract, so that the costs of such efforts are included as an integral part of the Company's services. Such custom-designed software can often be applied to projects for other customers. These amounts expended by the Company are not included in research and development expenses, although the Company retains ownership of such proprietary software or products. The Company, through its Advanced Technology Division, also engages in research and development activities independently of the Company's work on particular customer projects. For the three months ended December 31, 1997 and 1998, the Company expended $55,478 and $67,072, respectively on such independent research and development activities in the Advanced Technology Division. 8 RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, selected consolidated statements of operations data expressed as a percentage of sales: Three Months Ended December 31 -------------------------- 1997 1998 PERCENTAGE OF SALES: Sales 100.0% 100.0% Costs and expenses Salaries, wages and related benefits 50.7 50.6 Subcontractor costs 9.3 13.1 Other general and administrative 18.2 15.5 Depreciation and amortization 4.5 4.8 ----- ----- Earnings from operations 17.3 16.0 Other expense, net (2.4) (2.2) ----- ----- Earnings before income taxes 14.9 13.8 Income tax expense 6.0 5.7 ----- ----- Net earnings 8.9% 8.1% ----- ----- ----- ----- THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997 SALES. The Company's sales consist of revenue recognized for services performed. Sales increased $10.8 million to $28.2 million for the first three months of fiscal 1999 from $17.4 million for the first three months of fiscal 1998. This increase was due to an increase in the number and size of customer contracts with the Company (including Cartotech) as well as the impact of the acquisition Cartotech in June 1998. Prior to its acquisition by the Company, Cartotech's sales for the first three months of fiscal 1998 were approximately $4.0 million. SALARIES, WAGES AND RELATED BENEFITS. Salaries, wages and related benefits includes employee compensation for production, marketing, selling, administrative and executive employees. Salaries, wages and related benefits increased 62.0% to $14.3 million for the first three months of fiscal 1999 from $8.8 million for the first three months of fiscal 1998. This increase was primarily due to the addition of over 270 employees as a result of the Cartotech acquisition in June 1998, as well as the hiring of additional employees to support the Company's increased business. As a percentage of sales, salaries, wages and related benefits decreased slightly to 50.6% for the first three months of fiscal 1999 from 50.7% for the first three months of fiscal 1998. SUBCONTRACTOR COSTS. Subcontractor costs includes production costs incurred through the use of third parties for production tasks such as data conversion services to meet contract requirements, aerial photography and ground and airborne survey services. Subcontractor costs increased 130.2% to $3.7 million for the first three months of fiscal 1999 from $1.6 million for the first three months of fiscal 1998, and increased as a percentage of sales to 13.1% for the first three months of fiscal 1999 from 9.3% for the first three months of fiscal 1998. Subcontractor costs were lower than normal in 1998 due to reduced use of outside subcontractors in that period. 9 OTHER GENERAL AND ADMINISTRATIVE COSTS. Other general and administrative costs includes rent, maintenance, travel, supplies, utilities, insurance and professional services. Such costs increased 37.5% to $4.4 million for the first three months of fiscal 1999 from $3.2 million for the first three months of fiscal 1998, primarily due to the acquisition of Cartotech. As a percentage of sales, other general and administrative costs decreased to 15.5% for the first three months of fiscal 1999 from 18.2% for the first three months of fiscal 1998. DEPRECIATION AND AMORTIZATION. Depreciation and amortization consists primarily of amortization of goodwill incurred in connection with the Company's acquisitions, as well as depreciation of certain of the Company's operating assets. For the first three months of fiscal 1999, depreciation and amortization increased 73.4% to $1.3 million from $778,000 for the first three months of fiscal 1998. This increase was primarily attributable to the increased goodwill recorded as a result of the Cartotech acquisitions. As a percentage of sales, depreciation and amortization increased to 4.8% for the first three months of fiscal 1999 from 4.5% for fiscal 1998. OTHER EXPENSE, NET. Other expense, net is comprised primarily of net interest expense. Net interest expense increased 58.5% to $691,000 for the first three months of fiscal 1999 from $436,000 for the first three months of fiscal 1998. This increase was primarily due to increased term debt incurred in connection with the acquisition of Cartotech in June 1998 and increased utilization of the Company's lines of credit for working capital. INCOME TAX EXPENSE. Income tax expense was $1.6 million for the first three months of fiscal 1999 compared to $1.0 million for the first three months of fiscal 1998. The Company's effective income tax rate for the first three months of fiscal 1999 was 41.5%, an increase from 40.0% for the first three months of fiscal 1998, due to increases in state income taxes and the nondeductible nature of the Cartotech goodwill. NET EARNINGS. Due to the factors discussed above, net earnings increased 46.1% to $2.3 million for the first three months of fiscal 1999 from $1.6 million for the first three months of fiscal 1998. LIQUIDITY AND CAPITAL RESOURCES Historically, the Company's principal source of liquidity has consisted of cash flow from operations supplemented by secured lines of credit. As of December 31, 1998, the Company's outstanding balance on its lines of credit was $9.2 million. During 1998, the Company replaced its existing lines of credit with a three-year, $21.0 million secured working capital line of credit and the Company refinanced $25.4 million of term debt. Borrowings under the new credit facilities bear interest at a rate per annum equal to, at the Company's option, (i) the agent bank's prime rate or (ii) an adjusted London Interbank Offering Rate (LIBOR) plus a margin ranging from 1.25% to 1.75%. The effective borrowing rate was 6.2842% on December 31, 1998. The Company's cash flow is significantly affected by three contract-related accounts: accounts receivable; revenues in excess of billings; and billings in excess of revenues. Under the percentage of completion method of accounting, an "account receivable" is created when an amount becomes due from a customer, which typically occurs when an event specified in the contract triggers a billing. "Revenues in excess of billings" occur when the Company has performed under a contract even though a billing event has not been triggered. "Billings in excess of revenues" occur when the Company receives an advance or deposit against work yet to be performed. These accounts, which represent a significant investment by ASI in its business, affect the Company's cash flow as projects are signed, performed, billed and collected. 10 Net cash used by the Company's operating activities was ($1.1) million, and ($3.4) million for first three months of fiscal years 1998 and 1999, respectively. The change in operating cash flows is primarily attributable to normal fluctuations in the contract-related accounts described in the previous paragraph. At December 31, 1998, the working capital in contract-related accounts was equivalent to 194 days sales outstanding, up from 182 days at September 30, 1998. The Company believes that this level of investment is consistent with its normal operating range of days sales outstanding. Cash used by investing activities for the first three months of fiscal years 1998 and 1999 was ($774,000) and ($1.2) million, respectively. Such investing activities principally consisted of payments for purchases of equipment and leasehold improvements. Cash provided by financing activities for the first three months of fiscal years 1998 and 1999 was $1.4 million and $4.5 million, respectively. Financing activities consisted primarily of net borrowings and payments under lines of credit for working capital purposes and net borrowings and payments of long-term debt used for business combinations and the purchase of equipment and leasehold improvements. The Company believes that funds available under its lending arrangements and cash flow from operations are adequate to finance its operations for at least the next 18 months. RECENT ACCOUNTING PRONOUNCEMENTS In June 1997, the FASB issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This statement requires that changes in comprehensive income be shown in a financial statement that is displayed with the same prominence as other financial statements. The statement will be effective for fiscal years beginning after December 15, 1997 (the Company's fiscal year beginning October 1, 1998). Reclassification for earlier periods is required for comparative purposes. The Company adopted this statement beginning October 1, 1998 with no effect on its financial statements. In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and Related Information." This statement supersedes Statement of Financial Accounting Standards No. 14, "Financial Reporting for Segments of a Business Enterprise." This statement includes requirements to report selected segment information quarterly and entity-wide disclosures about products and services, major customers, and the material countries in which the entity holds assets and reports revenues. The statement will be effective for fiscal years beginning after December 15, 1997 (the Company's fiscal year beginning October 1, 1998). Reclassification for earlier periods is required, unless impracticable, for comparative purposes. The Company adopted this statement beginning October 1, 1998 with no effect on its financial statements. In addition, the Company believes the future adoption of FASB Statements No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits", No. 133, "Accounting for Derivative Instruments and Hedging Activities" and No. 134, "Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise" will not have a material affect on its financial statements. YEAR 2000 ISSUES The "Year 2000" issue is the result of computer programs using two digits, rather than four, to define the applicable 11 year. The failure of such programs to recognize the year 2000 as such could result in systems failures and miscalculations. The Company and the third parties with which it does business rely on numerous computer programs in their daily operations. The Company is currently in the process of assessing the impact of the Year 2000 issues. The Company expects that such assessment and any required action will be carried out solely by its employees. Accordingly, the Company has not incurred material costs to date and does not believe that the costs associated with this process will be material. The Company has assessed its most critical systems, its proprietary operations software, and believes such software to be Year 2000 compliant. The Company is in the process of assessing its other internal systems, including financial and other operational systems for Year 2000 compliance, including information technology ("IT") and critical non-IT areas where Year 2000 issues may exist. The majority of the personal computers used by the Company are running Microsoft's Windows 95 or Windows 98 or Microsoft NT operating systems, each of which the Company believes will be substantially Year 2000 compliant before 2000. The Company expects that any personal computers that are not Year 2000 compliant will be upgraded or replaced prior to 2000. Although the Company has not completed its assessment of internal systems readiness for Year 2000, the Company believes that the costs required to remedy internal Year 2000 issues will not be material. The Company has not formally surveyed its relationships with its vendors or subcontractors. Based on informal inquiries, the Company does not believe that any of its significant vendors or subcontractors is or is likely to present any significant exposure due to the Year 2000 issues. If any such vendors or subcontractors or their products are not Year 2000 compliant and they suffer significant business interruptions or use of their products interfere with the Company's operations, the Company believes that alternative vendors and subcontractors will be available to provide the services and products provided by the Company's current vendors and subcontractors at comparable costs. The Company's customer contracts specify database designs, including date fields, and the Company's delivery of data conforms to such specifications. Accordingly, the Company has not formally evaluated the Year 2000 issue as it relates to the computer systems used by its customers and potential customers. The Company faces risk to the extent its major customers do not comply with Year 2000 requirements in their own operations and suffer business disruptions as a result. To the extent Year 2000 issues cause significant delays or cancellation of customer's GIS projects, the Company's financial position and results of operations could be materially adversely affected. Based on currently available information, the Company believes that it does not have material exposure to significant business interruption as a result of Year 2000 compliance issues. However, the Company is planning to undertake a more formal review of its internal operational systems and its significant vendors and subcontractors, which it expects to complete by March 31, 1999. However, there can be no assurances that the Company will not experience serious unanticipated negative consequences and/or material costs caused by undetected errors or defects in the systems used by the Company in its internal operations. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Analytical Surveys, Inc. (Registrant) Date: February 12, 1999 /s/ Sidney V. Corder ------------------------ Sidney V, Corder, Chairman and Chief Executive Officer Date: February 12, 1999 /s/ Scott C. Benger ------------------------ Scott C. Benger, Secretary/Treasurer (principal financial officer and principal accounting officer) Date: February 12, 1999 /s/ Brian J. Yates ------------------------ Brian J. Yates, Controller 13