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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2002
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
10300 TOWN PARK
HOUSTON, TEXAS 77072
(Address of principal executive offices) (Zip Code)
(832) 351-8300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
Common Stock, $.01 par Value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
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, $.01 par value,
outstanding at May 31, 2002 was 32,540,037 (including 1,446,641 Veritas Energy
Services Inc. exchangeable shares which are identical to the Common Stock in all
material respects).
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TABLE OF CONTENTS
FORM 10-Q
INDEX
Page Number
-----------
PART I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income and Comprehensive Income -
For the Three and Nine Months Ended April 30, 2002 and 2001 1
Consolidated Balance Sheets - April 30, 2002 and July 31, 2001 2
Consolidated Statements of Cash Flows -
For the Nine Months Ended April 30, 2002 and 2001 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk 12
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 15
VERITAS DGC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
------------------------ ------------------------
2002 2001 2002 2001
--------- --------- --------- ---------
(In thousands, except per share amounts)
Revenues ........................................................ $ 109,267 $ 126,617 $ 350,268 $ 372,331
Costs and expenses:
Cost of services .............................................. 67,624 84,401 221,981 254,997
Research and development ...................................... 2,846 2,701 8,381 7,374
Depreciation and amortization ................................. 17,458 17,128 51,499 50,458
Selling, general and administrative ........................... 5,854 7,026 17,886 19,375
Merger costs .................................................. 1,658 4,416
Argentina devaluation and shutdown costs ...................... (1,324) 1,058
--------- --------- --------- ---------
Operating income ................................................ 15,151 15,361 45,047 40,127
Interest expense ................................................ 2,771 3,483 9,850 10,541
Other income-net ................................................ (103) (1,468) (2,342) (5,621)
--------- --------- --------- ---------
Income before provision for income taxes ........................ 12,483 13,346 37,539 35,207
Provision for income taxes ...................................... 4,438 4,962 14,172 14,595
--------- --------- --------- ---------
Net income ...................................................... $ 8,045 $ 8,384 $ 23,367 $ 20,612
========= ========= ========= =========
Other comprehensive income (net of tax , $0 in all periods):
Net income .................................................... $ 8,045 $ 8,384 $ 23,367 $ 20,612
Foreign currency translation adjustments ...................... 2,557 (2,438) (1,742) (3,950)
Unrealized gain (loss) on investments-available for sale ...... (219) (1,767) (949) 1,534
Unrealized gain (loss) on foreign currency hedge .............. 212 (488) 235 (488)
--------- --------- --------- ---------
Total comprehensive income ...................................... $ 10,595 $ 3,691 $ 20,911 $ 17,708
========= ========= ========= =========
PER SHARE:
BASIC:
Net income per common share ................................... $ .25 $ .26 $ .72 $ .68
========= ========= ========= =========
Weighted average common shares ................................ 32,446 31,860 32,381 30,174
========= ========= ========= =========
DILUTED:
Net income per common share ................................... $ .25 $ .26 $ .72 $ .67
========= ========= ========= =========
Weighted average common shares ................................ 32,639 32,627 32,561 30,981
========= ========= ========= =========
See Notes to Consolidated Financial Statements
1
VERITAS DGC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
APRIL 30, JULY 31,
2002 2001
--------- ---------
Unaudited
ASSETS
Current assets:
Cash and cash equivalents .................................................................... $ 24,852 $ 69,218
Accounts and notes receivable (net of allowance for doubtful accounts:
April $1,122; July $709) ................................................................... 119,366 140,761
Materials and supplies inventory ............................................................. 9,409 10,062
Prepayments and other ........................................................................ 12,873 11,817
Income taxes receivable ...................................................................... 375 5,017
Investments -- available for sale ............................................................ 538 1,487
--------- ---------
Total current assets ..................................................................... 167,413 238,362
Property and equipment ......................................................................... 529,207 474,345
Less accumulated depreciation .................................................................. 336,206 300,410
--------- ---------
Property and equipment -- net ............................................................ 193,001 173,935
Multi-client data library ...................................................................... 368,169 310,610
Investment in and advances to joint ventures ................................................... 2,628 2,354
Goodwill (net of accumulated amortization: April $6,827; July $6,844) .......................... 34,429 34,514
Deferred tax asset ............................................................................. 17,086 15,031
Long term notes receivable (net of allowance: April $996; July 0) .............................. 3,021 4,017
Other assets ................................................................................... 15,275 18,129
--------- ---------
Total .................................................................................... $ 801,022 $ 796,952
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable -- trade .................................................................... $ 38,688 $ 60,631
Accrued interest ............................................................................. 548 3,952
Other accrued liabilities .................................................................... 49,187 45,261
--------- ---------
Total current liabilities ................................................................ 88,423 109,844
Non-current liabilities:
Long-term debt ............................................................................... 135,000 135,000
Deferred tax liability ....................................................................... 6,128 6,144
Other non-current liabilities ................................................................ 4,666 4,501
--------- ---------
Total non-current liabilities ............................................................ 145,794 145,645
Stockholders' equity:
Common stock, $.01 par value; authorized: 40,000,000 shares; issued: 31,123,358 shares at
April and 30,920,550 shares at July (excluding Exchangeable Shares of 1,449,141 at April and
1,484,948 at July) .......................................................................... 311 309
Additional paid-in capital ................................................................... 411,791 407,442
Accumulated earnings (from August 1, 1991 with respect to Digicon Inc.) ...................... 166,958 143,591
Accumulated other comprehensive income:
Cumulative foreign currency translation adjustment .......................................... (8,718) (6,976)
Unrealized loss on investments -- available for sale ........................................ (963) (14)
Unrealized loss on foreign currency hedge ................................................... (186) (421)
Unearned compensation .......................................................................... (1,010) (1,297)
Treasury stock, at cost; 74,614 shares at April and 65,296 at July ............................. (1,378) (1,171)
--------- ---------
Total stockholders' equity ............................................................... 566,805 541,463
--------- ---------
Total .................................................................................... $ 801,022 $ 796,952
========= =========
See Notes to Consolidated Financial Statements
2
VERITAS DGC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
APRIL 30,
---------- ----------
2002 2001
---------- ----------
(IN THOUSANDS)
Operating activities:
Net income ........................................................... $ 23,367 $ 20,612
Non-cash items included in net income:
Depreciation and amortization (other than multi-client) ............ 51,499 50,458
Amortization of multi-client library ............................... 89,567 97,661
Gain on disposition of property and equipment ...................... (1,655) (1,049)
Equity in loss of 50% or less-owned companies and joint ventures ... (267) 19
Deferred taxes ..................................................... 170 (386)
Amortization of unearned compensation .............................. 517 531
Change in operating assets/liabilities:
Accounts and notes receivable ...................................... 20,541 (33,453)
Materials and supplies inventory ................................... 648 402
Prepayments and other .............................................. (1,066) (4,565)
Income tax receivable .............................................. 4,669
Accounts payable and other accrued liabilities ..................... (21,238) 8,662
Income taxes payable ............................................... 13,087
Other non-current liabilities ...................................... 149 411
Other assets ....................................................... 922 (2,598)
Other .............................................................. 1,721 (19)
---------- ----------
Total cash provided by operating activities .................... 169,544 149,773
Investing activities:
Increase in restricted cash investments .............................. 206
Investment in multi-client library ................................... (148,210) (142,025)
Acquisitions, net of cash received ................................... (135)
Sale of Brigham Exploration Company Stock ............................ 4,098
Purchase of property and equipment ................................... (72,060) (58,830)
Sale of property and equipment ....................................... 4,489 3,741
---------- ----------
Total cash used by investing activities ........................ (215,781) (192,945)
Financing activities:
Payments of long-term debt ........................................... (442)
Net proceeds from sale of common stock ............................... 2,055 95,576
---------- ----------
Total cash provided by financing activities .................... 2,055 95,134
Currency loss on foreign cash ........................................ (184) (376)
---------- ----------
Change in cash and cash equivalents .................................. (44,366) 51,586
Beginning cash and cash equivalents balance .......................... 69,218 43,154
---------- ----------
Ending cash and cash equivalents balance ............................. $ 24,852 $ 94,740
========== ==========
See Notes to Consolidated Financial Statements
3
VERITAS DGC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION
The accompanying consolidated financial statements include our accounts and the
accounts of majority-owned domestic and foreign subsidiaries. Investment in an
80% owned joint venture is accounted for on the equity method due to provisions
in the joint venture agreement that give minority shareholders the right to
exercise control. All material intercompany balances and transactions have been
eliminated. All material adjustments consisting only of normal recurring
adjustments that, in the opinion of management, are necessary for a fair
statement of the results for the interim periods have been reflected. These
interim financial statements should be read in conjunction with our annual
consolidated financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions.
These estimates and assumptions 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.
RECLASSIFICATION OF PRIOR YEAR BALANCES
Certain prior year balances have been reclassified for consistent presentation.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
(Business Combinations) and SFAS No. 142 (Goodwill and Other Intangible Assets).
We adopted SFAS No. 141 upon its issuance, and we adopted SFAS No. 142 as of
August 1, 2001. The main effect of SFAS No. 141 is to require purchase
accounting to be used in all future business combinations, disallowing the
pooling-of-interests method allowed under APB Opinion No.16. SFAS No. 142
defines the booking and subsequent treatment of goodwill and other intangible
assets derived from business combinations and supersedes APB Opinion No.17. This
statement requires us to discontinue amortization of goodwill and requires that
we test goodwill and other intangible assets for impairment in a specific manner
on an annual basis or when certain events trigger such a test. We completed our
initial evaluation of goodwill in January 2002 and found no impairment.
In August 2001, the Financial Accounting Standards Board issued SFAS No.143
(Asset Retirement Obligations). This standard requires that obligations
associated with the retirement of a tangible long-lived asset be recorded as a
liability when those obligations are incurred with the liability being initially
measured at fair value. We will adopt the use of this accounting statement in
fiscal 2003. We have not yet completed our evaluation of the effect of this
statement on our accounting practices.
In October 2001, the Financial Accounting Standards Board issued SFAS No. 144
(Accounting for the Impairment or Disposal of Long Lived Assets). This standard
develops one accounting model for long-lived assets that are to be disposed of
by sale, requiring such assets to be measured at the lower of book value or fair
value less cost to sell. The standard also provides guidance on the recognition
of liabilities for the obligations arising from disposal activities. We will
adopt the use of this accounting statement in fiscal 2003. We have not yet
completed our evaluation of the effect of this statement on our accounting
practices.
In April 2002, the Financial Accounting Standards Board issued SFAS No. 145
(Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13 and Technical Corrections as of April 2002). We will adopt
the use of this accounting statement in fiscal 2003. We have not yet
completed our evaluation of the effect of this statement on our accounting
practices.
4
VERITAS DGC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
2. MERGER
On November 26, 2001, Petroleum Geo-Services ASA, a Norwegian public limited
liability company ("PGS"), Veritas DGC Inc., a Delaware corporation ("Veritas"),
Venus I, a Cayman Islands exempted company and a direct, wholly owned subsidiary
of Veritas ("Caymanco"), Venus Holdco Inc., a Delaware corporation and an
indirect, wholly owned subsidiary of Caymanco ("Veritas Holdco"), and Venus
Mergerco Inc., a Delaware corporation and a direct, wholly owned subsidiary of
Veritas Holdco ("Veritas Merger Sub"), entered into an Agreement and Plan of
Merger and Exchange Agreement (the "Agreement"), whereby, subject to the
conditions stated therein, (i) Caymanco will make an offer (the "Exchange
Offer") to issue ordinary shares, par value $0.01 per share, of Caymanco
("Caymanco Shares") in exchange for the issued and outstanding ordinary shares,
nominal value NOK 5 per share, of PGS ("PGS Shares") and all issued and
outstanding American Depositary Shares representing such PGS Shares ("PGS
ADSs"), at an exchange ratio of 0.47 Caymanco Shares for each PGS Share and each
PGS ADS; and (ii) immediately following the closing of the Exchange Offer,
Veritas Merger Sub will be merged with and into Veritas (the "Merger" and,
together with the Exchange Offer, the "Combination"), pursuant to which shares
of common stock, par value $0.01 per share, of Veritas ("Veritas Common Stock")
will be converted into Caymanco Shares on a one-for-one basis and certain shares
that are exchangeable for shares of Veritas Common Stock will become
exchangeable for Caymanco Shares. Upon closing of the Combination, which is
expected to occur before the end of fiscal 2002, PGS and Veritas would become
subsidiaries of Caymanco. Under the terms of the agreement, PGS shareholders
would hold approximately 60% of the shares to be issued by Caymanco, and Veritas
shareholders would hold approximately 40% of such shares.
Due to the inability of the parties to meet certain conditions to close, PGS and
Veritas have entered into further negotiations and may arrive at an amended
merger agreement, which would be subject to approval by the boards of each of
the companies involved. There can be no assurance that such an amendment will be
developed or approved.
During the nine months ended April 30, 2002, we spent $4.4 million on merger
related items, including investment banking, legal and accounting services.
3. ARGENTINA DEVALUATION AND SHUTDOWN COSTS
On January 4th, 2002, Argentina devalued its currency, ending a ten-year period
of parity with the U.S. dollar. At the same time, the Argentine government
instituted sweeping law changes, including outlawing pricing linked to outside
currencies and changing significant amounts of dollar-denominated consumer debt
into peso-denominated debt on a 1-to-1- basis.
The law eliminating dollar-denominated pricing affected us negatively, as we
previously had very little financial exposure to the peso due to our contracting
methods. This change put all of our accounts receivable in Argentina at risk
during the period of devaluation, resulting in a $0.1 million loss for the nine
months ended April 30, 2002. For the current quarter we have recorded a gain of
$1.3 million, which reflects recovery of certain receivables that were
previously reserved due to their doubtful collection.
Our customers severely curtailed their operations in Argentina leading us to do
the same, resulting in the severance of most of our employees and redeployment
of our equipment. The severance and redeployment costs are estimated to be $0.9
million and have been included in the operating expense section of our income
statement.
5
VERITAS DGC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. OTHER INCOME-NET
Other income-net consists of the following:
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 31, APRIL 30,
-------------------------- --------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
(IN THOUSANDS)
Interest income ............................................ $ (169) $ (1,424) $ (1,289) $ (4,059)
Net (gain) loss on disposition of property and equipment ... 38 4 (354) (1,049)
Net gain on sale of Air-Jac division ....................... (658)
Net foreign currency exchange gain (loss) .................. 367 (141) 279 (500)
(Gain)/loss from unconsolidated joint venture .............. (321) 127 (267) 19
Other ...................................................... (18) (34) (53) (32)
---------- --------- --------- ----------
Total ............................................. $ (103) $ (1,468) $ (2,342) $ (5,621)
========== ========= ========= ==========
5. EARNINGS PER COMMON SHARE
Basic and diluted earnings per common share are computed as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
------------------------- -------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net income ....................................................... $ 8,045 $ 8,384 $ 23,367 $ 20,612
========== ========== ========== ==========
Basic:
Weighted average common shares (including exchangeable shares) . 32,446 31,860 32,381 30,174
========== ========== ========== ==========
Net income per share ........................................... $ .25 $ .26 $ .72 $ .68
========== ========== ========== ==========
Diluted:
Weighted average common shares (including exchangeable shares) . 32,446 31,860 32,381 30,174
Shares issuable from assumed conversion of options ............. 193 767 180 807
---------- ---------- ---------- ----------
Total .................................................. 32,639 32,627 32,561 30,981
========== ========== ========== ==========
Net income per share ........................................... $ .25 $ .26 $ .72 $ .67
========== ========== ========== ==========
The following options to purchase common shares have been excluded from the
computation assuming dilution because the options' exercise prices exceed the
average market price of the underlying common shares.
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
------------------------------------------- ------------------------------------------
2002 2001 2002 2001
------------------ ---------------- ----------------- ----------------
Number of options ............ 1,338,676 404,840 1,341,626 168,327
Exercise price range ......... $16.3125 - $55.125 $31.50 - $55.125 $15.625 - $55.125 $28.75 - $55.125
Expiring through ............. March 2011 March 2011 Mach 2011 March 2011
6
VERITAS DGC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
6. UNREALIZED LOSS ON INVESTMENTS -- AVAILABLE FOR SALE
In April 1999, we exchanged a $4.7 million account receivable from Miller
Exploration Company ("Miller"), a publicly traded company, for a long-term note
receivable bearing 18% interest. Effective October 15, 2000, the note bears
interest at 9-3/4%. Interest is paid in Miller common stock warrants, with an
exercise price of $0.01 per share, in advance, at six-month intervals.
APRIL 30, 2002 JULY 31, 2001
--------------------------------------- ------------------------------------------
COST UNREALIZED FAIR COST UNREALIZED FAIR
BASIS (LOSS)/GAIN VALUE BASIS (LOSS)/GAIN VALUE
-------- ------------ ------------ ------------ -------------- ---------
(IN THOUSANDS)
Miller stock and warrants 1,501 (963) 538 1,501 (14) 1,487
7. GOODWILL
In July 2001, the Financial Accounting Standards Board issued SFAS No. 142
(Goodwill and Other Intangible Assets). We adopted SFAS No. 142 as of August 1,
2001. SFAS No. 142 defines the accounting treatment of goodwill and other
intangible assets derived from business combinations and supersedes APB Opinion
No. 17. This statement requires us to discontinue amortization of goodwill and
requires that we test goodwill and other intangible assets for impairment in a
specific manner on an annual basis or when certain events trigger such a test.
The following is the pro forma effect of implementing SFAS No. 142.
THREE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, APRIL 30,
------------------------- -------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Reported net income .................... $ 8,045 $ 8,384 $ 23,367 $ 20,612
Goodwill amortization .................. 521 1,390
---------- ---------- ---------- ----------
Adjusted net income .................... $ 8,045 $ 8,905 $ 23,367 $ 22,002
========== ========== ========== ==========
Earnings per share:
Basic:
Reported net income per share ...... $ .25 $ .26 $ .72 $ .68
Goodwill amortization per share .... .02 .05
---------- ---------- ---------- ----------
Adjusted net income per share ...... $ .25 $ .28 $ .72 $ .73
========== ========== ========== ==========
Diluted:
Reported net income per share ...... $ .25 $ .26 $ .72 $ .67
Goodwill amortization per share ... .02 .04
---------- ---------- ---------- ----------
Adjusted net income per share ...... $ .25 .$.28 $ .72 $ .71
========== ========== ========== ==========
7
VERITAS DGC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
8. HEDGE TRANSACTION
In March 2001, we entered into a contract requiring payments in Norwegian kroner
to charter the seismic vessel M/V Seisquest. The contract requires 36 monthly
payments commencing on June 1, 2001. To protect our exposure to exchange rate
risk, we entered into multiple forward contracts as cash flow hedges effectively
locking our exchange rate for Norwegian kroner to the U.S. dollar. The
unrealized loss on the hedge transaction is summarized below:
APRIL 30, 2002 JULY 31, 2001
---------------------------------------- ------------------------------------------
FORWARD UNREALIZED FORWARD UNREALIZED
VALUE LOSS FAIR VALUE VALUE LOSS FAIR VALUE
------------ ----------- ---------- ------------- ----------- -----------
(IN THOUSANDS)
Forward contracts $ 7,018 $ (186) $ 6,832 $ 9,183 $ (421) $ 8,762
9. SEGMENT INFORMATION
We have two segments, land and marine operations, both of which provide
geophysical products and services to the petroleum industry. The two segments
have been aggregated, as they are similar in their economic characteristics and
the nature of their products, production processes and customers. A
reconciliation of the reportable segments' results to those of the total
enterprise is given below.
THREE MONTHS ENDED THREE MONTHS ENDED
APRIL 30, 2002 APRIL 30, 2001
-------------------------------------- --------------------------------------
SEGMENTS CORPORATE TOTAL SEGMENTS CORPORATE TOTAL
--------- --------- --------- --------- --------- ---------
(IN THOUSANDS)
Revenues ................................... $ 109,267 $ 109,267 $ 126,617 $ 126,617
Operating income (loss) .................... 24,663 $ (9,512) 15,151 24,453 $ (9,092) 15,361
Income (loss) before provision for
income taxes.............................. 24,686 (12,203) 12,483 24,164 (10,818) 13,346
NINE MONTHS ENDED NINE MONTHS ENDED
APRIL 30, 2002 APRIL 30, 2001
-------------------------------------- --------------------------------------
SEGMENTS CORPORATE TOTAL SEGMENTS CORPORATE TOTAL
--------- --------- --------- --------- --------- ---------
(IN THOUSANDS)
Revenues ................................... $ 350,268 x $ 350,268 $ 372,331 $ 372,331
Operating income (loss) .................... 72,734 $ (27,687) 45,047 65,839 $ (25,712) 40,127
Income (loss) before provision for
income taxes ............................. 74,582 (37,043) 37,539 65,654 (30,447) 35,207
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This report contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in the forward-looking statements as a result of certain factors. These factors
are more fully described in other reports filed with the Securities and Exchange
Commission, including our fiscal year 2001 Form 10-K, and include changes in
market conditions in the oil and gas industry as well as declines in prices of
oil and gas.
GENERAL
We have enjoyed a reasonable quarter in an uncertain environment. While
commodity prices have strengthened on tensions in the Middle East, overall
economic uncertainty seems to be reducing confidence in the sustainability of
those prices. Oil company mergers continue unabated and we believe these are
having a short to medium term negative impact on the exploration sector. The
general expectation that oil and gas companies will spend less in 2002 on
exploration and development activities is still likely to be true.
In the multi-client side of the business, we continue to see excellent results
in the Gulf of Mexico and onshore Canada. Other areas, especially the land U.S.
market, have been slow despite relatively strong commodity prices. In the
contract side of the business, we are seeing some signs of improvement but we
continue to see contract work won at substantially below what we consider to be
sustainable pricing in certain markets. We are concerned that the current
over-capacity in the industry will limit recovery in this area.
Our earnings estimate for fiscal year 2002 is within the range of $1.00 to $1.20
per share, as previously reported, although our current expectation is toward
the lower end of the range. This estimate excludes unusual charges for Argentina
devaluation and shutdown cost, and costs related to our pending merger with
Petroleum Geo-Services ASA.
RESULTS OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 2002 COMPARED WITH THREE MONTHS ENDED APRIL 30,
2001
Revenues. Revenues decreased by 14% overall. The slight multi-client revenue
decrease of 2% was due to lower levels of revenue in Canada onshore and the Gulf
of Mexico, mostly offset by higher sales from pre-funding of our Brazil survey
and licensing of data on the east coast of Canada and offshore Nigeria. Contract
revenue decreased by 22% primarily due to declines in activity onshore U.S. and
South America. The South American shortfall was due to the economic and
political situation in Argentina, where our customers have essentially ceased
their exploration activity.
Operating Income. Operating income increased by 1%, from $15.4 million to $15.2
million. The current quarter income includes unusual charges of $1.7 million for
costs related to our proposed merger with PGS and income of $1.3 million for
recovery of previously reserved Argentine receivables. Excluding these unusual
charges, operating income was $15.5 million. Cost of services as a percentage of
revenue decreased from 67% to 62% due to a recovery in proprietary pricing, more
efficient acquisition operations and a favorable revenue mix. Multi-client
revenues represented 48% of total revenue compared with 43% in the prior year.
Other income-net. Other income-net decreased by $1.3 million. This decrease is
primarily due to the decrease in interest income by $1.2 million as a result of
lower cash balances and lower interest rates. In addition, currency gains
decreased from $0.1 million to a loss of $0.4 million. This is offset by an
improvement in our Jakarta joint venture from a loss of $0.1 million to income
of $0.3 million.
Provision for income taxes. The effective income tax rate decreased from 37% to
36%. This change is due mainly to the cessation of non-deductible goodwill
amortization.
9
NINE MONTHS ENDED APRIL 30, 2002 COMPARED WITH NINE MONTHS ENDED APRIL 30, 2001
Revenues. Revenues decreased 6% overall. Multi-client revenues decreased 2% and
contract revenues decreased 9%. The multi-client business has softened in the
first quarter followed by strong sales and high activity on well-funded surveys
in the second quarter and a decline in the current quarter due to reduced
activity onshore Canada and in the Gulf of Mexico. The decrease in contract
revenue was mainly driven by weakness in the contract land business in the US
and South America during the second and third quarters.
Operating Income. Operating income increased 12%, from $40.1 million to $45.0
million. Without the unusual charges of $5.5 million related to the merger and
Argentina, the increase would be 26%. The largest contributors to this increase
were a recovery in proprietary pricing, more efficient acquisition operations
and a favorable revenue mix. Multi-client revenues represented 49% of total
revenue compared with 47% in the prior year.
Other income-net. Other income-net decreased by $3.3 million primarily due to a
$2.8 million decrease in interest income as a result of lower cash balances and
lower interest rates. Currency gains decreased from $0.5 million to a loss of
$0.3 million. In addition, gain on the sale of fixed assets decreased by $0.7
million. A net $0.6 million gain in the current year from the sale of our
transition zone shot-hole drilling business, Air-Jac Drilling, partially offset
the interest income and foreign exchange reductions.
Provision for income taxes. The effective income tax rate decreased from 41% to
38% is due to fewer unbenefitted losses in non-U.S. entities in the current
year, an addition to the effective tax rate in the prior year as a result of the
inability to utilize foreign taxes as credits against U.S. profits, and the
cessation of goodwill amortization which is generally not tax deductible.
LIQUIDITY AND CAPITAL RESOURCES
SOURCES AND USES
Our internal sources of liquidity are cash, cash equivalents and cash flow from
operations. External sources include public financing, equity sales, the
unutilized portion of a revolving credit facility, equipment financing and trade
credit. We believe that these sources of funds are adequate to meet our
liquidity needs for fiscal 2002.
Net cash provided by operating activities increased from $149.8 million in the
first nine months of 2001 to $169.5 million in 2002. Major components of this
change were a $2.8 million increase in net income and a $24.4 million favorable
change in operating assets and liabilities. Net cash used by investing
activities increased from $192.9 million in the first nine months of 2001 to
$215.8 million in 2002 due to higher capital spending and investments in
multi-client library. We are forecasting capital expenditures for fiscal 2002 of
approximately $100 million, which includes expenditures of approximately $60
million to expand or upgrade our marine fleet, including the launching of a new
Viking class 3-D vessel, the Veritas Vantage. We are forecasting approximately
$210 million in gross spending on our multi-client data library.
We will require substantial cash flow to continue our investment in our
multi-client data library, complete our capital expenditure and research and
development programs and meet our principal and interest obligations with
respect to outstanding indebtedness. While we believe that we have adequate
sources of funds to meet our liquidity needs, our ability to meet our
obligations depends on our future performance, which, in turn, is subject to
many factors beyond our control. Key internal factors affecting future results
include utilization levels of acquisition and processing assets and the level of
multi-client data library licensing, all of which are driven by the external
factors of exploration spending and, ultimately, underlying commodity prices.
Net cash provided by financing activities decreased from $95.1 million in the
first nine months of 2001 to $2.1 million in 2002. The prior year includes
proceeds from a common stock offering of $82.4 million. As of April 30, 2002, we
had $135.0 million in senior notes outstanding due in October 2003. These notes
contain a change of control provision allowing the holders to require our
redemption of the notes under certain conditions. We also have a revolving
credit facility due August 2003 from commercial lenders that provides U.S.
advances up to $80.0 million and non-U.S. advances up to $20 million. Advances
bear interest, at our election, at LIBOR plus a margin or prime rate plus a
margin. These margins are based on either certain of our financial ratios or our
credit rating. At April 30, 2002 the LIBOR margin was 1.25% and the prime rate
margin was 0%. As of April 30, 2002, there were no outstanding advances under
the credit facility, but $7.0 million of the credit facility was utilized for
letters of credit, leaving $93.0 million available for borrowings.
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CRITICAL ACCOUNTING POLICIES
While all of our accounting policies are important in assuring that Veritas
adheres to current accounting standards, certain policies are particularly
important due to their impact on our financial statements. These are described
in detail below.
MULTI-CLIENT DATA LIBRARY
In the portion of our business known as multi-client data library, we collect
and process geophysical data for our own account and retain all ownership
rights. We license the data to multiple clients on a non-transferable basis. We
capitalize costs associated with acquiring and processing the multi-client data
on a survey-by-survey basis (versus a pooled basis). The capitalized cost of
multi-client data is charged to cost of services in the period revenue is
recognized in an amount equal to the period revenue multiplied by the percentage
of total estimated costs to total estimated revenue. Therefore, multi-client
margins recognized in any given period are the product of estimated costs and
estimated sales and may not reflect the ultimate cash margins recognized from a
survey. Any costs remaining 36 months after completion of a survey are charged
to cost of services over a period not to exceed 24 months. The maximum
amortization period of sixty months represents the period over which the
majority of revenues from these surveys are expected to be derived. We
periodically review the carrying value of the multi-client data library to
assess whether there has been a permanent impairment of value and record losses
when it is determined that estimated sales will not be sufficient to cover the
carrying value of the asset.
DEFERRED TAX ASSET
Deferred taxes result from the effect of transactions that are recognized in
different periods for financial and tax reporting purposes. A valuation
allowance is established when it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The valuation allowance is
then adjusted when the realization of deferred tax assets becomes more likely
than not. Adjustments are also made to recognize the expiration of net operating
loss and investment tax credit carryforwards, with equal and offsetting
adjustments to the related deferred tax asset. Should the income projections
result in the conclusion that realization of additional deferred tax assets is
more likely than not, further adjustments to the valuation allowance are made.
OTHER ACCOUNTING POLICIES
Since our quasi-reorganization on July 31, 1991 with respect to Digicon Inc.,
the tax benefits of net operating loss carry-forwards existing at the date of
the quasi-reorganization have been recognized through a direct addition to
additional paid-in capital, when realization is more likely than not.
Additionally, the utilization of the net operating loss carry-forwards existing
at the date of the quasi-reorganization is subject to certain limitations. For
the nine months ended April 30, 2002, we recognized $2.1 million related to
these benefits.
We receive some account receivable payments in foreign currency. We currently do
not conduct a hedging program for accounts receivable because we do not consider
our current exposure to foreign currency fluctuations to be significant. We have
hedged certain future charter payments to be made in a foreign currency.
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141
(Business Combinations) and SFAS No. 142 (Goodwill and Other Intangible Assets).
We adopted SFAS No. 141 upon its issuance, and we adopted SFAS No. 142 as of
August 1, 2001. The main effect of SFAS No. 141 is to require purchase
accounting to be used in all future business combinations, disallowing the
pooling-of-interests method allowed under APB Opinion No.16. SFAS No. 142
defines the booking and subsequent treatment of goodwill and other intangible
assets derived from business combinations and supersedes APB Opinion No.17. This
statement requires us to discontinue amortization of goodwill and requires that
we test goodwill and other intangible assets for impairment in a specific manner
on an annual basis or when certain events trigger such a test. We completed our
initial evaluation of goodwill in January 2002 and found no impairment.
In August 2001, the Financial Accounting Standards Board issued SFAS No.143
(Asset Retirement Obligations). This standard requires that obligations
associated with the retirement of a tangible long-lived asset be recorded as a
liability when those obligations are incurred with the liability being initially
measured at fair value. We will adopt the use of this accounting statement in
fiscal 2003. We have not yet completed our evaluation of the effect of this
statement on our accounting practices.
In October 2001, the Financial Accounting Standards Board issued SFAS No. 144
(Accounting for the Impairment or Disposal of Long Lived Assets). This standard
develops one accounting model for long-lived assets that are to be disposed of
by sale,
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requiring such assets to be measured at the lower of book value or fair value
less cost to sell. The standard also provides guidance on the recognition of
liabilities for the obligations arising from disposal activities. We will adopt
the use of this accounting statement in fiscal 2003. We have not yet completed
our evaluation of the effect of this statement on our accounting practices.
In April 2002, the Financial Accounting Standards Board issued SFAS No. 145
(Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13 and Technical Corrections as of April 2002). We will adopt
the use of this accounting statement in fiscal 2003. We have not yet
completed our evaluation of the effect of this statement on our accounting
practices.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES REGARDING MARKET RISK
At April 30, 2002, we had limited market risk related to foreign currencies. In
March 2001, we entered into a contract requiring payments in Norwegian kroner to
charter the seismic vessel M/V Seisquest. The contract requires 36 monthly
payments commencing on June 1, 2001. To protect our exposure to exchange rate
risk, we entered into multiple forward contracts as cash flow hedges fixing our
exchange rates for Norwegian kroner to the U.S. dollar. The total fair value of
the open forward contracts at April 30, 2002 in U.S. dollars is $6.8 million.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No items were submitted during the quarter.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS FILES WITH THIS REPORT:
EXHIBIT
NO. DESCRIPTION
------- -----------
2-A -- Agreement and Plan of Merger and Exchange Agreement dated
November 26, 2001, among Petroleum Geo-Services ASA, Veritas
DGC Inc., Venus I, Venus Holdco Inc. and Venus Mergerco Inc.
(Exhibit 2.1 to Veritas DGC Inc.'s Current Report on Form 8-K
filed November 28, 2001 is incorporated herein by reference.)
3-A -- Restated Certificate of Incorporation with amendments Of
Veritas DGC Inc. dated August 30, 1996. (Exhibit 3.1 to
Veritas DGC Inc.'s Current Report on Form 8-K filed September
16, 1996 is incorporated herein by reference.)
3-B -- Certificate of Ownership and Merger of New Digicon Inc. And
Digicon Inc. (Exhibit 3-B to Digicon Inc.'s Registration
Statement No. 33-43873 dated November 12, 1991 Is incorporated
herein by reference.)
3-C -- Certificate of Amendment to Restated Certificate of
Incorporation of Veritas DGC Inc. dated September 30, 1999.
(Exhibit 3-D to Veritas DGC Inc.'s For 10-K for the year ended
July 31, 1999 is incorporated herein by reference.)
3-D -- By-laws of Veritas DGC Inc. as amended and restated March 7,
2000 (Exhibit 3-E to Veritas DGC Inc.'s Form 10-Q for the
quarter ended January 31, 2000 is incorporated herein by
reference.)
4-A -- Specimen certificate for Senior Notes (Series A). (Included as
part of Section 2.2 of Exhibit 4-B to Veritas DGC Inc.'s
Registration Statement No. 333-12481 dated September 20, 1996
is incorporated herein by reference.)
4-B -- Form of Trust Indenture relating to the 9-3/4% Senior Notes
due 2003 of Veritas DGC Inc. between Veritas DGC Inc. and
Fleet National Bank, as trustee. (Exhibit 4-B to Veritas DGC
Inc.'s Registration Statement No. 333-12481 dated September
20, 1996 is incorporated herein by reference.)
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4-C -- Specimen Veritas DGC Inc. Common Stock certificate. (Exhibit
4-C to Veritas DGC Inc.'s Form 10-K for the year ended July
31, 1996 is incorporated herein by reference.)
4-D -- Rights Agreement between Veritas DGC Inc. and ChaseMellon
Shareholder Services, L.L.C. dated as of May 15, 1997.
(Exhibit 4.1 to Veritas DGC Inc.'s Report on Form 8-K filed
May 27, 1997 is incorporated herein by reference.)
4-E -- Form of Restricted Stock Grant Agreement. (Exhibit 4.8 to
Veritas DGC Inc.'s Registration Statement No. 333-48953 dated
March 31, 1998 is incorporated herein by reference.)
4-F -- Restricted Stock Plan as amended and restated March 7, 2000.
(Exhibit 4-F to Veritas DGC Inc.'s Form 10-Q for the quarter
ended April 30, 2000 is incorporated herein by reference.)
4-G -- Key Contributor Incentive Plan as amended and restated March
9, 1999. (Exhibit 4.9 to Veritas DGC Inc.'s Registration
Statement No. 333-74305 dated March 12, 1999 is incorporated
herein by reference.)
4-H -- Specimen for Senior Notes (Series C). (Exhibit 4-K to Veritas
DGC Inc.'s Form 10-Q for the quarter ended January 31, 1999 is
incorporated herein by reference.)
4-I -- Indenture relating to the 9-3/4% Senior Notes due 2003, Series
B and Series C of Veritas DGC Inc. between Veritas DGC Inc.
and State Street Bank and Trust Company dated October 28,
1998. (Exhibit 4.3 to Veritas DGC Inc.'s Current Report on
Form 8-K dated November 12, 1998 is incorporated herein by
reference.)
4-J -- Employee Stock Purchase Plan (As Amended and Restated December
11, 2001) (Exhibit 4.1 to Veritas DGC Inc.'s Form S-8 dated
February 26, 2002 is incorporated herein by reference.)
10-A -- Amended and Restated Employment Agreement between Veritas DGC
Inc. and Matthew D. Fitzgerald. (Exhibit 10-A to Veritas DGC,
Inc.'s Form 10-Q for the quarter ended October 31, 2001 is
incorporated herein by reference.)
10-B -- Amendment No. 1 to Amended and Restated Employment Agreement
between Veritas DGC Inc. and Matthew D. Fitzgerald. (Exhibit
10-B to Veritas DGC, Inc.'s Form 10-Q for the quarter ended
October 31, 2001 is incorporated herein by reference.)
10-C -- Amended and Restated Employment Agreement between Veritas DGC
Inc. and Stephen J. Ludlow. (Exhibit 10-C to Veritas DGC,
Inc.'s Form 10-Q for the quarter ended October 31, 2001 is
incorporated herein by reference.)
10-D -- Amendment No. 1 to Amended and Restated Employment Agreement
between Veritas DGC Inc. and Stephen J. Ludlow. (Exhibit 10-D
to Veritas DGC, Inc.'s Form 10-Q for the quarter ended October
31, 2001 is incorporated herein by reference.)
10-E -- Amended and Restated Employment Agreement between Veritas DGC
Inc. and David B. Robson. (Exhibit 10-E to Veritas DGC, Inc.'s
Form 10-Q for the quarter ended October 31, 2001 is
incorporated herein by reference.)
10-F -- Amendment No. 1 to Amended and Restated Employment Agreement
between Veritas DGC Inc. and David B. Robson. (Exhibit 10-F to
Veritas DGC, Inc.'s Form 10-Q for the quarter ended October
31, 2001 is incorporated herein by reference.)
10-G -- Amended and Restated Employment Agreement between Veritas DGC
Inc. and Anthony Tripodo. (Exhibit 10-G to Veritas DGC, Inc.'s
Form 10-Q for the quarter ended October 31, 2001 is
incorporated herein by reference.)
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10-H -- Amendment No. 1 to Amended and Restated Employment Agreement
between Veritas DGC Inc. and Anthony Tripodo. (Exhibit 10-H to
Veritas DGC, Inc.'s Form 10-Q for the quarter ended October
31, 2001 is incorporated herein by reference.)
10-I -- Amended and Restated Employment Agreement between Veritas DGC
Inc. and Rene M.J. VandenBrand. (Exhibit 10-I to Veritas DGC,
Inc.'s Form 10-Q for the quarter ended October 31, 2001 is
incorporated herein by reference.)
10-J -- Amendment No. 1 to Amended and Restated Employment Agreement
between Veritas DGC Inc. and Rene M.J. VandenBrand. (Exhibit
10-J to Veritas DGC, Inc.'s Form 10-Q for the quarter ended
October 31, 2001 is incorporated herein by reference.)
10-K -- Amended and Restated Employment Agreement between Veritas DGC
Inc. and Timothy L. Wells. (Exhibit 10-K to Veritas DGC,
Inc.'s Form 10-Q for the quarter ended October 31, 2001 is
incorporated herein by reference.)
10-L -- Amendment No. 1 to Amended and Restated Employment Agreement
between Veritas DGC Inc. and Timothy L. Wells. (Exhibit 10-L
to Veritas DGC, Inc.'s Form 10-Q for the quarter ended October
31, 2001 is incorporated herein by reference.)
10-M -- Employment Agreement between Veritas DGC Inc. and Larry L.
Worden. (Exhibit 10-M to Veritas DGC, Inc.'s Form 10-Q for the
quarter ended October 31, 2001 is incorporated herein by
reference.)
10-N -- Amendment No. 1 to Employment Agreement between Veritas DGC
Inc. and Larry L. Worden. (Exhibit 10-N to Veritas DGC, Inc.'s
Form 10-Q for the quarter ended October 31, 2001 is
incorporated herein by reference.)
b) REPORTS ON FORM 8-K
On May 26, 2002, we filed a report on Form 8-K regarding the treatment of
Veritas DGC Inc. as the accounting acquirer in the proposed combination of
Veritas DGC Inc. and Petroleum Geo-Services ASA.
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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 12th day of June 2002.
VERITAS DGC INC.
By: /s/ David B. Robson
---------------------------------------------------
DAVID B. ROBSON
Chairman of the Board and
Chief Executive Officer
/s/ Matthew D. Fitzgerald
---------------------------------------------------
MATTHEW D. FITZGERALD
Executive Vice President, Chief Financial Officer
and Treasurer
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