-----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, DHtGoCVmuHG6cnnhELEK0vcY3ilGyOqJouRPSmAcaYN16lWcDcnbBL4tUECKpHE1 6VS/qiENfU2eOzQ8x3QiVQ== 0000950135-99-004743.txt : 19991018 0000950135-99-004743.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950135-99-004743 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990831 FILED AS OF DATE: 19991015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GZA GEOENVIRONMENTAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000852004 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 043051642 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-17882 FILM NUMBER: 99729105 BUSINESS ADDRESS: STREET 1: 320 NEEDHAM ST CITY: NEWTON UPPER FALLS STATE: MA ZIP: 02164 BUSINESS PHONE: 6179690700 MAIL ADDRESS: STREET 1: 320 NEEDHAM STREET CITY: NEWTON UPPER FALLS STATE: MA ZIP: 02164 10-Q 1 GZA GEOENVIROMENTAL TECHNOLOGIES, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 ____________ August 31, 1999 ____________________ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to ____________________________ Commission file number 0-17882 GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. --------------------------------------- (Exact name of registrant as specified in its charter)
Delaware 04-3051642 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
320 Needham Street, Newton Upper Falls, Massachusetts 02464 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) (617) 969-0050 -------------- (Registrant's telephone number, including area code) 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. Number of Shares of Common Stock outstanding at September 30, 1999 4,138,923 ---------- 2 GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE TABLE OF CONTENTS
Page ---- PART I FINANCIAL INFORMATION Item 1 Financial Statements - - Consolidated Balance Sheets - August 31, 1999 (unaudited) and February 28, 1999 3 - - Consolidated Statements of Operations and Comprehensive Income - (unaudited) Three and Six Months Ended August 31, 1999 and 1998 4 - - Consolidated Statements of Cash Flows - (unaudited) Six Months Ended August 31, 1999 and 1998 5 - - Notes to Consolidated Financial Statements - (unaudited) 6-7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8-12 PART II OTHER INFORMATION Item 1 Legal Proceedings 13 Item 4 Submission of Matters to a Vote of Security Holders 13 Item 6 Exhibits and Reports on Form 8-K 14 SIGNATURES 15
2 3 PART 1: FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE CONSOLIDATED BALANCE SHEETS
AUGUST 31, 1999 FEBRUARY 28, 1999 --------------- ----------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 2,577,000 $ 894,000 Available-for-sale securities 3,863,000 3,837,000 Accounts receivable, net 13,125,000 13,503,000 Costs and estimated earnings in excess of billings on uncompleted contracts, net 5,715,000 8,018,000 Prepaid expenses and other current assets 227,000 149,000 Refundable income taxes 117,000 -- Deferred income taxes 1,415,000 1,450,000 ------------ ------------ Total current assets 27,039,000 27,851,000 Property and equipment, net 5,843,000 5,901,000 Other assets, net 1,850,000 1,505,000 ------------ ------------ Total assets $ 34,732,000 $ 35,257,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Note payable $ -- $ -- Accounts payable, trade 2,256,000 4,776,000 Accrued payroll and expenses 4,707,000 3,900,000 Billings in excess of costs and estimated earnings on uncompleted contracts 2,116,000 1,313,000 Income taxes payable -- 311,000 ------------ ------------ Total current liabilities 9,079,000 10,300,000 Deferred income taxes 890,000 816,000 Commitments and contingencies Stockholders' equity: Preferred stock, $.01 par value; authorized - 1,000,000 shares; issued and outstanding - none Common stock, $.01 par value; authorized - 14,000,000 shares; issued and outstanding (including treasury shares) - 4,135,951 at August 31, 1999 and 4,078,104 at February 28, 1999 41,000 41,000 Capital in excess of par value 14,847,000 14,650,000 Accumulated other comprehensive (loss) (49,000) (10,000) Retained earnings 12,366,000 11,902,000 ------------ ------------ Subtotal 27,205,000 26,583,000 Less: Common stock held in treasury, at cost (500,000 shares at August 31, 1999 and February 28, 1999) (2,442,000) (2,442,000) ------------ ------------ Total liabilities and stockholders' equity $ 34,732,000 $ 35,257,000 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 3 4 GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
THREE MONTHS ENDED AUGUST 31, SIX MONTHS ENDED AUGUST 31, 1999 1998 1999 1998 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) ------------ ------------ ------------ ------------ Revenues $ 17,055,000 $ 15,330,000 $ 32,587,000 $ 28,835,000 Reimbursable expenses 5,724,000 4,813,000 10,572,000 8,716,000 ------------ ------------ ------------ ------------ Net revenues 11,331,000 10,517,000 22,015,000 20,119,000 Costs and expenses: Salaries and related costs 8,013,000 7,581,000 16,042,000 14,431,000 General and administrative expenses 2,580,000 2,254,000 5,321,000 4,349,000 ------------ ------------ ------------ ------------ Income from operations, before other income and taxes 738,000 682,000 652,000 1,339,000 ------------ ------------ ------------ ------------ Other income (expense) Interest income 56,000 60,000 119,000 157,000 Gain on sale of equipment and other assets -- -- -- 3,000 Equity in net income of joint venture -- 50,000 12,000 80,000 Interest expense (5,000) (9,000) (10,000) (9,000) ------------ ------------ ------------ ------------ Total other income, net 51,000 101,000 121,000 231,000 ------------ ------------ ------------ ------------ Income from operations before provision for income taxes 789,000 783,000 773,000 1,570,000 Provision for income taxes 316,000 313,000 309,000 628,000 ------------ ------------ ------------ ------------ Net income $ 473,000 $ 470,000 $ 464,000 $ 942,000 Other comprehensive income-change in unrealized gains (losses) on securities (20,000) 11,000 (40,000) 6,000 ------------ ------------ ------------ ------------ Comprehensive income $ 453,000 $ 481,000 $ 424,000 $ 948,000 ============ ============ ============ ============ Basic earnings per share: Earnings per share $ 0.13 $ 0.13 $ 0.13 $ 0.26 ------------ ------------ ------------ ------------ Basic weighted average shares 3,630,000 3,629,000 3,621,000 3,637,000 ------------ ------------ ------------ ------------ Diluted earnings per share: Earnings per share $ 0.13 $ 0.13 $ 0.13 $ 0.25 ------------ ------------ ------------ ------------ Diluted weighted average shares 3,689,000 3,711,000 3,673,000 3,719,000 ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these consolidated financial statements. 4 5 GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended August 31, 1999 1998 (Unaudited) (Unaudited) ----------- ----------- Cash flows from operating activities: Net income $ 464,000 $ 942,000 Adjustments to reconcile net income (loss) to net cash used by operating activities: Depreciation and amortization 899,000 615,000 Equity in net income of joint venture (12,000) (80,000) Benefit for deferred income taxes 109,000 -- Gain on disposal of equipment -- (3,000) Changes in assets and liabilities: Decrease (increase) in accounts receivable, net 378,000 (2,836,000) Decrease (increase) in costs and estimated earnings in excess of billings on uncompleted contracts 3,106,000 (747,000) Increase in prepaid expenses (78,000) (301,000) Increase in refundable income taxes (117,000) -- Decrease in accounts payable, trade (2,520,000) (1,313,000) Increase (decrease) in accrued payroll and expenses 807,000 (404,000) (Decrease) increase in income taxes payable (311,000) 152,000 ----------- ----------- Net cash provided (used) by operating activities 2,725,000 (3,975,000) ----------- ----------- Cash flows from investing activities: Increase in available-for-sale securities (65,000) (169,000) Proceeds from sale of equipment -- 153,000 Acquisition of property and equipment (800,000) (1,202,000) Decrease (increase) in other assets (374,000) 14,000 ----------- ----------- Net cash used by investing activities (1,239,000) (1,204,000) ----------- ----------- Cash flows from financing activities: Borrowings on the line of credit -- 1,715,000 Proceeds from issuance of common stock, net 197,000 163,000 Acquisition of treasury stock -- (497,000) ----------- ----------- Net cash provided by financing activities 197,000 1,381,000 ----------- ----------- Net increase (decrease) in cash and cash equivalents 1,683,000 (3,798,000) Cash and cash equivalents at beginning of year 894,000 4,594,000 ----------- ----------- Cash and cash equivalents at end of period $ 2,577,000 $ 796,000 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements 5 6 GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AUGUST 31, 1999 NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of GZA GeoEnvironmental Technologies, Inc. and Affiliate (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial statements and pursuant to the rules of the Securities and Exchange Commission for Form 10-Q. Certain information and footnotes required by generally accepted accounting principles for complete financial statements are omitted. It is the opinion of management that the accompanying consolidated financial statements reflect all adjustments (which are normal and recurring) considered necessary for a fair presentation. For further information refer to the audited financial statements and footnotes included in the Company's Annual Report to Stockholders for the year ended February 28, 1999, as filed with the Securities and Exchange Commission on May 26, 1999. Operating results for the six months ended August 31, 1999 are not necessarily indicative of the results that may be expected for succeeding periods or for the year ending February 29, 2000. The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. NOTE 2 - CONTINGENCIES The Company is a party to several legal actions arising in the normal course of business. Management believes that the outcomes of legal actions to which it is a party will not, in the aggregate, have a material adverse effect on the results of operations or financial condition of the Company. The Company's services involve risks of significant liability for environmental and property damage, personal injury, economic loss, and costs assessed by regulatory agencies. Claims may potentially be asserted against the Company under federal and state statutes, common law, contractual indemnification agreements or otherwise. 6 7 NOTE 3 - PROPERTY ACQUISITION On July 21, 1999 Environmental Real Estate Investors, Inc., (EREI), a joint venture by GZA GeoEnvironmental, Inc. and Southborough Ventures, Inc., acquired a former industrial property and plan to transform the parcel into a site suitable for commercial development. The acquisition is consistent with the joint venture's goal of targeting environmentally impaired properties for development. The Company's investment in EREI is reflected in "Other assets" on the Company's balance sheet. The Company's interest in the net income, if any, of the joint venture is recorded as "Other income" on the Company's Consolidated Statements of Operations and Comprehensive Income. Due to the terms of the joint venture 100% of the assets, liabilities, and equity will be recorded by the Company. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTH COMPARISON FOR FISCAL YEARS 2000 AND 1999 - - NET REVENUES. The Company's net revenues for the three months ended August 31, 1999 increased by approximately $814,000 (7.7%) compared with the corresponding period in the prior fiscal year. The increase in net revenues is attributable to increases in demand for our services in the Northeast and Great Lakes Regions and for services performed by our Information Systems Division. The increase in the Northeast Region includes approximately $294,000 attributable to the Company's December, 1998 acquisition of Raamot Associates, PC of New York, NY, a Manhattan-based consulting and engineering firm. The increase in net revenues was offset by a $131,000 decline in net revenues in the Southeast Region based primarily on management's decision to close the Atlanta office in the first quarter of the current fiscal year. - - SALARIES AND RELATED COSTS. Salaries and related costs for the three months ended August 31, 1999 increased by $ 433,000 (5.7%) compared with the corresponding period in the prior fiscal year. The increase in salaries and related costs is attributable primarily to the increase in the number of full-time equivalent professional and support staff employees, including the increase in staff from the Raamot Associates acquisition, annual salary increases and Incentive Compensation Plan expenses, which are based on total company and individual performance goals. - - GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the three months ended August 31, 1999 increased by approximately $325,000 (14.4%) compared with the prior fiscal year. The increase in general and administrative expenses is attributable to higher occupancy costs due to the Raamot Associates acquisition, greater amortization expense for leasehold improvements for several offices, and increased professional liability claims expenses. The increase in general and administrative expenses was offset by a decrease in bad debt expense and management consulting services. 8 9 SIX MONTH COMPARISON FOR FISCAL YEARS 2000 AND 1999 - - NET REVENUES. The Company's net revenues for the six months ended August 31, 1999 increased by $1,896,000 (9.4%) compared with the corresponding period in prior fiscal year. The increase in net revenues is attributable to increases in demand for the Company's services in the Great Lakes and Northeast Regions and for services performed by our Information Systems Division. The increase in the Northeast Region includes approximately $518,000 attributable to the Company's December, 1998 acquisition of Raamot Associates. The increase was offset by a $154,000 decline in net revenues for our Southern Region based primarily on management's decision to close the Atlanta office in the first quarter of the current fiscal year. - - SALARIES AND RELATED COSTS. Salaries and related costs for the six months ended August 31, 1999 increased by $ 1,611,000 (11.2%) compared with the corresponding period in the prior fiscal year. The increase is attributable to the increase in full-time equivalent professional and support staff employees and annual salary increases. The increase was offset by a decrease in medical and term insurance expenses. The increase in salary and related expenses reflects a significant investment in hiring senior staff for initiatives being undertaken to increase net revenues and expand engineering and consulting services. - - GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses for the six months ended August 31, 1999 increased by $972,000 (22.4%) compared with the corresponding period in the prior fiscal year. The increase in general and administrative expenses includes $235,000 in costs related to management's decision to close the Atlanta office. The closing cost estimate for Atlanta includes lease settlement expenses and other legal, contractual and administrative costs. The increase in general and administrative expenses is also attributable to higher occupancy cost due to the Raamot Associates acquisition, greater amortization expense for leasehold improvements for several offices and increases in professional liability claims expenses and management consulting services. 9 10 LIQUIDITY AND CAPITAL RESOURCES For the six month period ended August 31, 1999, $2,725,000 of net cash was provided by operations, whereas for the six month period ended August 31, 1998 $3,975,000 of net cash was used by operations. The increase in fiscal 2000 was due primarily to decreases in accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts. The Company made capital expenditures of approximately $800,000 and $1,202,000 for the first six months of fiscal 2000 and 1999, respectively. The capital expenditures for fiscal 2000 include approximately $519,000 in computer hardware/software and specialty drilling equipment rigs and accessories. The Company's working capital increased from $17,551,000 at February 28, 1999 to $17,960,000 at August 31, 1999. At August 31, 1999, the Company had cash on hand and cash equivalents of $2,577,000, and short-term investments of $3,863,000, compared with $894,000 and $3,837,000 respectively, at February 28, 1999. These investments consist primarily of tax-exempt municipal bonds, taxable U.S. Treasury Notes and other bonds and commercial paper. The Company believes that its cash and cash equivalents and future cash generated from operations will be sufficient to meet its cash requirements for at least the next twelve months. OTHER MATTERS YEAR 2000 GZA has established a comprehensive Year 2000 compliance program (Y2K Program) designed to (1) identify computer systems (hardware and software) and non-IT equipment (telecommunications equipment, laboratory instruments, technical equipment, etc.) that may fail to recognize or properly process dates after January 1, 2000, (2) upgrade or replace non-compliant components, systems, and software, and (3) evaluate the Year 2000 readiness of our critical suppliers and service providers. The progress of the Y2K Program is as follows. MISSION-CRITICAL BUSINESS SYSTEMS We have completed the remediation of the primary business systems with the appropriate Y2K fixes/upgrades deployed and tested. The following upgraded (Y2K-ready) systems are currently in production use: Accounting System - Our accounting software has been updated to a later version that reads any date with a two-digit year of 00 to 68 as a 21st century date and any date with a two-digit year of 69 to 99 as a 20th century date. We believe that the re-compiled software is fully Y2K-ready with respect to the handling and processing of date information. The cost 10 11 of the accounting software update was approximately $2,000. Full verification and testing of the updated software has been completed. Payroll/HR Systems - Our payroll and human resource systems have been upgraded from legacy DOS systems to ADP Payroll for Windows and ADP HR Perspective, respectively. The cost of these upgrades, including new server hardware and related equipment was approximately $30,000. The conversion of both the Payroll and HR systems was complete as of December 31, 1998. Full verification and testing of the new software was complete as of March 31, 1999. Company Headquarters' Voice Mail System - The voice mail system that serves the Newton Upper Falls, Massachusetts locations was replaced by a Y2K compliant Octel Communications Model 200 Message Server at a cost of approximately $30,000. We cut over to the new system on April 9, 1999. The Octel Model 200 has been certified Y2K compliant by the vendor. DESKTOP COMPUTING ENVIRONMENT (DESKTOP COMPUTERS, SERVERS AND NETWORK DEVICES) We have completed a physical inventory and assessment of our computers and computer-related hardware (PCs, servers and network components). With the assistance of external consultants and the use of two Y2K assessment tools, we have identified Y2K compliance problems with hardware (BIOS/RTC chips), software applications, and data files (databases, spreadsheets, etc.). We are currently in the process of planning client/server hardware, operating system software and application upgrades/replacements to address the Y2K compliance issues. The client/server remediation process is planned for completion on or before November 30, 1999. NON-IT EQUIPMENT We have completed a physical inventory of our non-IT equipment. With the assistance of an outside consultant, we have completed the assessment of the Y2K status of various laboratory instruments and various pieces of technical equipment. Seven items (2.3 percent of the equipment inventory) have been found to be non-compliant. An additional ten items (3.3 percent of the equipment inventory) may require a software upgrade depending upon the software revision currently installed. The non-IT equipment remediation process is scheduled for completion on or before November 30, 1999. INSTALLED SYSTEMS (ENVIRONMENTAL MONITORING, TREATMENT AND PROCESS CONTROL SYSTEMS) We have compiled an inventory of environmental monitoring, treatment and process control systems installed at client sites. Many of these systems were designed and built with electronic control components that could be subject to Y2K-related functional problems. Although our contracts do not include Year 2000 warranties, the failure of such installed systems to operate properly, after January 1, 2000, could lead to disruption of our clients' 11 12 business and substantial claims against us by our clients. The nature and magnitude of the potential claims cannot be predicted at this time. We are currently in the process of informing each client, in writing, of the potential exposure and recommending that their environmental systems be included in their Y2K assessment and remediation plans. CRITICAL SUPPLIERS AND SERVICE PROVIDERS We have solicited input from our key suppliers and service providers including subcontractors, financial services firms (banks, insurance companies), communications providers (telephone, dedicated data lines, Internet service providers), public utilities (electric, gas, water), service bureaus, and benefits administrators regarding their Year 2000 status. We will determine which, if any, pose a threat to the uninterrupted operation of our business in the event that they experience system errors or failures. To date, approximately 75 percent of our key suppliers and service providers have responded to our Y2K inquiry. CONTINGENCY PLANNING We have not developed Y2K contingency plans. Following (1) the internal assessment, remediation and testing of all computer and non-IT equipment, and (2) the evaluation of external dependencies, we will consider contingency planning in areas where significant uncertainties remain. ESTIMATED TOTAL COST Although we expect that we will need to upgrade or replace various additional computer systems, and possibly some non-IT equipment, we do not expect operating costs or capital investments to be materially affected by Year 2000 related expenditures. We estimate that operating and capital costs directly related to our Y2K Program, through its completion, will range from $75,000 to $150,000 and from $250,000 to $350,000, respectively. We plan to complete the remediation and testing of all systems by November 30, 1999. FORWARD LOOKING STATEMENTS This report may contain projections, estimates, and predictions relating to anticipated financial performance, potential contract value, pending claims or litigation, business strategy, plans, acquisitions, or technological developments and other matters. A number of risks and uncertainties could materially affect these forward looking statements, and the Company's results of operations. These risks and uncertainties include, but are not limited to competition, market pricing pressures, changes in federal, state, and local legislation and regulations, ability of the Company to execute projects within contracted cost estimates, current or future claims made against the Company, ability of the Company to resolve contract and change order disputes favorably and availability of qualified personnel to execute contracts and work plans. 12 13 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company is party to several legal proceedings arising in the normal course of business. Management believes that the outcome of these actions will not, individually or in the aggregate, have a material adverse effect on the financial condition of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held the Annual Meeting of Stockholders (the "Annual Meeting") on July 13, 1999. At the Annual Meeting, Timothy W. Devitt and David B. Perini were re-elected and Andrew P. Pajak was elected, in each case, to a three-year term as Class III director of the Company. Following the Annual Meeting Rose Ann Giordano, Donald T. Goldberg and Thomas W. Philbin continued in office as Class I directors of the Company and M. Joseph Celi, Lewis Mandell and William E. Hadge continued in office as Class II directors. The number of votes cast in favor of and withheld from each nominee for election as a director as the Annual Meeting were as follows:
NOMINEE VOTES FOR VOTES WITHHELD - ------- --------- -------------- Timothy W. Devitt 3,197,293 531,053 Andrew P. Pajak 3,230,390 497,956 David B. Perini 3,235,390 492,956
At the Annual Meeting, the stockholders of the Company also ratified the appointment of PricewaterhouseCoopers as the Company's independent public accountants for the fiscal year ending February 28, 2000 and approved the 1999 Stock Incentive Plan. The number of votes cast for, against and abstaining from voting on such proposal were as follows:
PROPOSAL VOTES FOR VOTES AGAINST ABSTAINING - -------- --------- ------------- ---------- Ratification of Independent Public 3,614,702 55,126 58,518 Accountants 1999 Stock Incentive Plan 3,033,548 626,048 68,750
13 14 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS 3.1 Restated Certificate of Incorporation of the Company (1) 3.3 Amended and Restated By-Laws of the Company (2) 27. Financial Data Schedule for the period ended August 31, 1999. (B) REPORTS ON FORM 8-K The Company did not file any report on Form 8-K during the six-month period ended August 31, 1999. (1) Incorporated by reference to the similarly numbered exhibit included in the Company's Form S-1 Registration Statement, File No. 33-29369, filed with the Commission on June 16, 1989. (2) Incorporated by reference to the similarly numbered exhibit included in the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1995, filed with the Commission on June 12, 1995. 14 15 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. GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. Date: October 15, 1999 /s/ Joseph P. Hehir ---------------------------------------- JOSEPH P. HEHIR, Chief Financial Officer and Treasurer (Chief Accounting Officer) 15 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS OF THE REGISTRANT AT AUGUST 31, 1999 AND FEBRUARY 28, 1999, AND CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME OF THE REGISTRANT FOR THE THREE AND SIX MONTH PERIOD ENDED AUGUST 31, 1999 AND 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS IN THE FORM 10Q FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1999. 6-MOS FEB-29-2000 AUG-31-1999 MAR-01-1999 2,577,000 3,863,000 13,125,000 0 0 27,039,000 5,843,000 0 34,732,000 9,079,000 0 0 0 41,000 0 34,732,000 0 32,587,000 0 31,935,000 0 0 0 773,000 309,000 464,000 0 0 0 464,000 .13 .13
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