<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

[X]              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001

                                       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 0-13111


                            ANALYTICAL SURVEYS, INC.
             (Exact name of registrant as specified in its charter)


                   Colorado                                 84-0846389
         ---------------------------                    -------------------
         State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization                  Identification No.)

     941 N. Meridian Street, Indianapolis, IN                 46204
     ----------------------------------------               ----------
     (Address or principal executive offices)               (Zip Code)

Registrant's telephone number, including area code   (317) 634-1000
                                                   ----------------

          Securities registered pursuant to Section 12(b) of the Act:
  Title of each class                  Name of each exchange on which registered

--------------------------------------------------------------------------------
           Securities registered pursuant to section 12(g) of the Act:

                                  Common Stock
                             ----------------------
                                (Title of class)

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    .
    ---       ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation SK is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant is $2,512,006, based on the closing price of
the Common Stock on December 21, 2001.

The number of shares outstanding of the registrant's Common Stock, as of
December 21, 2001, was 6,977,794.

                    DOCUMENTS INCORPORATED BY REFERENCE: None


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                                TABLE OF CONTENTS

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                                                      PART I.

Item 1.      Business.............................................................................................1

Item 2.      Property.............................................................................................8

Item 3.      Litigation...........................................................................................8

Item 4.      Submission of Matters to a Vote of Shareholders......................................................9


                                                     PART II.

Item 5.      Market for the Registrant's Common Stock and Related Shareholder Matters.............................9

Item 6.      Selected Financial Data..............................................................................9

Item 7.      Management's Discussion and Analysis of Financial Condition and Results of Operations...............10

Item 7a.     Quantitative and Qualitative Disclosure about Market Risks..........................................19

Item 8.      Financial Statements and Supplementary Data.........................................................20

Item 9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................42



                                                     PART III.

Item 10.     Directors and Executive Officers of the Registrant..................................................42

Item 11.     Executive Compensation..............................................................................42

Item 12.     Security Ownership of Other Beneficial Owners and Management........................................42

Item 13.     Certain Relationships and Related Transactions......................................................42



                                                     PART IV.

Item 14.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K....................................42

Signatures.......................................................................................................46

Exhibit 23.......................................................................................................47
</Table>


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                                     PART I

ITEM 1. BUSINESS.

OVERVIEW

         Analytical Surveys, Inc. ("ASI" or the "Company") is a leading provider
of customized data conversion, spatial data management and technical services
for the geographic information systems market. A geographic information system
("GIS") is an "intelligent map" that allows users to input, update, query,
analyze and display detailed information about a geographic area. ASI helps
customers by transforming raw, often confusing information from multiple sources
(maps, blueprints, databases, aerial photography, satellite imagery, etc.) into
a high-resolution, large-scale, richly detailed digital and visual
representation that organizations can rely on to make better decisions with
speed and confidence. The Company has historically targeted services to
utilities and state and local governments, and is implementing strategies to
expand the number of markets targeted and the range of GIS-related spatial data
management and technical services offered. ASI's current customers include but
are not limited to the American Electric Power, Cinergy, ESRI, Northern Indiana
Public Service Company, Florida Power Corp, Michigan Consolidated Gas, US West,
and Southwestern Bell Telephone.

         The Company believes that the market for geographic information systems
has experienced historic growth due to numerous factors, including: growing
awareness of the benefits of GIS technology; significant reductions in computer
hardware prices; increased capability and reliability of hardware and software;
deregulation and consolidation in the utility industry; and increased demand for
geographic information systems in growing communities. In addition, the Company
believes that GIS users are increasingly outsourcing their data conversion and
other GIS service projects to third-party providers such as ASI. The Company
provides its customers with a single source for all data conversion services
necessary to achieve economic value from their investments in geographic
information systems.

         Current global economic conditions have slowed the rate of growth in
the GIS market. The Company expects to experience delays in growth consistent
with other technology-related companies for an interim period. The Company,
however, believes that the long-term outlook for the GIS industry is positive.
The technologies utilized by the GIS customer base continue to advance and
demand a current and accurate depiction of their spatially-located assets. The
Company remains well positioned to serve evolving customer needs.

STRATEGY

         The Company's objective is to maintain and enhance its leadership
position in the data conversion and digital mapping industry. This objective is
reflected in the following summary of the Company's strategy:

         Turnaround Efforts and Assessment of Strategic Alternatives. The
         Company's short-term strategy is to return the Company to profitability
         and positive cash flow. In order to achieve this goal, the Company has
         settled the class action lawsuit, standardized project management and
         cost estimation processes, consolidated accounting systems, and reduced
         corporate borrowing. ASI has also consolidated its production
         facilities from five offices to three by scaling back its Indiana
         facility and selling its Colorado Springs, Colorado facility. In
         conjunction with its turnaround efforts, the Company is assessing its
         strategic alternatives, which may include raising additional capital
         and the possible sale of substantial Company assets.

         Expand Business in Existing Markets. The Company believes that there is
         significant potential within its existing customer base for expanded
         services and products and intends to add to the services it offers to
         such customers. The Company also intends to capitalize on the
         increasing number of GIS users in its core markets of utilities and
         state and local governments by



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         marketing to new customers in these markets and increasing capacity in
         order to meet the demands of an expanded customer base.

         Continue to Maintain and Develop Technological and Operational
         Leadership. The Company has developed and acquired proprietary software
         and procedures that automate portions of otherwise labor-intensive data
         conversion processes, enabling the Company to provide cost-effective
         and high-quality services on a timely basis. The Company intends to
         continue its efforts to develop new technology and to improve its
         existing technology and procedures, thereby enhancing its ability to
         expand into additional markets and further improve its production
         capacity and productivity. See "Research and Development."

ASI SERVICES

         The Company offers a full range of services to create the databases of
related geo-referenced information used in geographic information systems.

         Digital Land Base Maps. ASI uses specialized computers and internally
developed proprietary software to create land surveys and legal descriptions.
The base maps are created using photogrammetric and cadastral mapping
technologies. Cadastral maps illustrate property lines and are prepared by
digitizing existing paper maps and converting the legal property descriptions
into map coordinates.

         Other Geo-Referenced Information. Once the base map is produced, links
to tabular databases are created, and other geo-referenced data, such as
buildings, telephone poles and zoning restrictions, are collected, verified,
converted into digital format and added to the base map to create a GIS. The
Company provides an experienced field inventory staff to collect and verify
information and uses computerized and manual techniques to verify and digitize
data from paper sources. Once a GIS is completed, users can view the base map
and any or all of the layers of data on a computer screen and can retrieve
selected data concerning any desired location appearing on the screen or all
data matching one or more variables.

ACQUISITIONS AND DISPOSITIONS

         In 1995, ASI embarked on a growth strategy, which included
consolidation of the fragmented GIS services industry. The Company completed
five strategic acquisitions that expanded the Company's geographical scope,
capacity, customer base, product offerings, proprietary technology and
operational expertise. The Company acquired Intelligraphics, Inc.
("Intelligraphics") located in Wisconsin in December 1995; Westinghouse Landmark
GIS, Inc. ("ASI Landmark") located in North Carolina in July 1996, MSE
Corporation ("MSE") located in Indiana in July 1997, Cartotech, Inc.
("Cartotech") located in Texas in June 1998 and the assets of Measurement
Sciences, Inc. ("MSI") located in Colorado in December 1998.

         Initially the Company retained the core management teams (except for
former owners) and most employees at its acquisitions in order to capitalize on
their understanding of their respective markets and to provide continuity with
existing customer relationships. Since 1999, the Company has increased its
efforts to promote use of the "best practices" of the acquired businesses
throughout the Company in such areas as bid preparation, production processes
and utilization of proprietary software.

         The Company sold its Phillips Design Group and Mid-States Engineering
subsidiaries (both acquired as parts of MSE Corporation) during 1999, as these
units were not core business competencies. The Company also sold its
Cartographic Sciences Group located in Mumbai, India, to InfoTech Enterprises,
Ltd.



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<PAGE>

         In April 2001, the Company sold substantially all the assets of its
Colorado Springs, Colorado-based digital orthophotography and photogrammetric
mapping office to Sanborn Map Company ("Sanborn") for a total consideration of
$10.1 million. The sale agreement contains clauses that prohibit ASI from
competing directly with Sanborn in the orthophotography and photogrammetric
markets for three years. Both companies agreed to cooperate to complete customer
contracts where services are provided by more than one ASI production facility.
The sale allowed the Company to reduce debt and to refocus attention on utility
and cadastral mapping services.

CUSTOMERS

         The Company derives its revenues primarily from two core markets,
utilities and state and local governments, and also serves commercial
businesses. From time to time, the revenues earned on a specific contract may
exceed 10% of total Company revenues earned in a fiscal year. No customer
accounted for more than 10% of the Company's revenues in fiscal 2000 or 2001.
See "Risk Factors - Dependence on Certain Customer Markets."

SALES AND MARKETING

         The Company markets its products and services in its domestic and
international markets primarily through an internal sales force. The Company
augments its direct sales efforts by maintaining memberships in professional and
trade associations and by actively participating in industry conferences. The
Company also augments its direct sales efforts by maintaining relationships with
regional businesses offering complementary services. A portion of the Company's
sales is also derived from referrals, either directly or indirectly, from
consultants in the GIS industry.

         The Company believes that alliances with local businesses or
individuals may be important to successful entry into certain markets and
intends to continue to seek out such relationships and to market directly to
customers. The Company's sales cycle is generally lengthy, as customers normally
take several months to go through the bidding/planning and award phases of a GIS
project. Once awarded, it generally takes 30 to 60 days until the final contract
is signed. Most contracts take from 6 to 48 months to complete. See "Risk
Factors--Dependence on Business Alliances."

SUBCONTRACTORS

         The Company uses subcontractors when necessary to expand capacity, meet
deadlines, reduce production costs and manage workload. ASI entered into a
five-year agreement with InfoTech, an India-based company, to assure the
Company's continued exclusive access to InfoTech's production capacity for data
conversion and other related services. Under the agreement, the Company also
licensed certain of its proprietary production technology to InfoTech and
provided certain assurances of production volume to InfoTech. As a means of
reducing its production costs and developing new services, the Company intends
to continue to utilize offshore subcontractors for a large percentage of its
production work in fiscal 2002. ASI also employs certain selected foreign and
domestic subcontractors for tasks outside its expertise, such as field data
surveying. See "Risk Factors--Dependence on Subcontractors," "--Dependence on
Offshore Operations" and "--Personnel."

RESEARCH AND DEVELOPMENT

         The Company intends to continue its efforts to develop new technology
and to improve its existing technology and procedures, thereby enhancing its
ability to expand into additional markets and further improve its production
capacity and productivity. The Company engages in several 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



                                       3
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expenses, but are expensed as incurred as part of contract costs. The Company
retains ownership of such proprietary software or products. Approximately ten
employees are substantially engaged in research and development efforts. See
"Risk Factors--Reliance on Technology; Limited Protection of Proprietary
Rights."

COMPETITION

         The GIS services business is highly competitive and highly fragmented.
The Company's competitors include small regional firms, independent firms, large
companies with GIS services divisions, customer in-house operations and
international low-cost providers of data conversion services. As the GIS
services industry evolves, additional competitors with greater resources than
the Company may enter the industry. In addition, other improvements in
technology could provide competitors or customers with readily available tools
to perform the services provided by the Company and lower the cost of entry into
the GIS services industry.

         ASI seeks to compete on the basis of the quality of its products, the
breadth of its services, the accuracy, responsiveness and efficiency with which
it can provide services to customers, and its capacity to perform large complex
projects. The Company uses its internally developed proprietary production
software as well as commercially available software to automate much of the
otherwise labor-intensive GIS production process. The Company believes that its
automated approach enables it to achieve more consistent quality and greater
efficiencies than it could if it used more manually intensive methods.

         In recent years, the Company has experienced increasing price
competition, particularly in the utilities market. This competition came
primarily from new entrants to the markets, which perform their work utilizing
mostly offshore locations. In order to meet this competition and to improve
overall cost efficiencies, the Company will continue to utilize offshore
subcontractors for a large percentage of its production work in fiscal 2002. See
"Subcontractors."

PERSONNEL

         At September 30, 2001, ASI had approximately 346 employees compared to
672 at September 30, 2000. In addition to transferring 137 employees to the
purchaser of the Colorado Springs, Colorado office in April 2001, the Company
reduced its workforce and executive ranks primarily as a result of its
transition to having a greater percentage of work performed by its offshore
subcontractors, its continuing efforts to improve operational efficiencies, and
its adjusting expenses to match forecasted revenue volumes. Almost all of the
Company's employees work on a full-time basis. ASI does not have a collective
bargaining agreement with any of its employees and generally considers relations
with its employees to be good. See "Risk Factors--Competition" and "--Dependence
on Key Personnel."

         The Company believes that the retention of highly qualified managers
and executive officers is critical to its ability to compete in the GIS data
conversion industry. See "Risk Factors--Competition" and "--Dependence on Key
Personnel."


                                  RISK FACTORS

         In addition to the other information set forth in this Form 10-K, the
issues and risks described below should be considered carefully in evaluating
the Company's outlook and future.

DEPENDENCE ON SUCCESSFUL IMPLEMENTATION OF TURNAROUND EFFORTS

         Successful implementation of the Company's turnaround efforts requires
the cooperation of customers, subcontractors, vendors, lenders, outside
professionals and employees. There can be no assurance that the specific
strategies designed to return the Company to profitability and positive cash



                                       4
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flow can be implemented to the extent and in the timeframe planned. Delays and
difficulties in achieving sales targets, realizing cost savings, maintaining
funding, retaining employees and other turnaround efforts could have a material
adverse effect on the Company.

DEPENDENCE ON FUNDING FROM THIRD PARTIES

         The Company requires additional capital to fund operations and
principal payments. The Company and senior lenders have modified credit terms
through the course of the fiscal year to defer certain principal payments,
increase the cost of borrowing, impose additional restrictions on the Company,
and to provide incentives to repay borrowed funds at a discount. Projected
internal cash flows will be insufficient to fund the Company's needs. The
Company is currently assessing various strategies, including raising additional
equity, securing a replacement borrowing facility and the sale of certain assets
to fund cash requirements. The Company continues to employ an investment banker
to assist in this endeavor. There can be no assurance that the Company will be
able to successfully implement these strategies or, if necessary, to negotiate
additional modifications to credit terms to complete the Company's turnaround
program. See Item 7 - "Liquidity and Capital Resources."

ABILITY TO MANAGE GROWTH

         Assuming that the Company's turnaround efforts are successful, the
Company's long-term strategy is to grow through increased sales to new and
existing clients. To the extent that the Company is able to grow, its ability to
manage any such growth will be critical to its success. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

         Growth may require the enhancement of operational, financial and
information systems and the attraction and retention of additional management
and trained personnel. There can be no assurance that the Company will be able
to manage expanded operations effectively, and its failure to do so would have a
material adverse effect on the Company.

COMPETITION

         The GIS services business is highly competitive and highly fragmented.
The Company's competitors include small regional companies, independent firms,
and large companies with GIS services divisions, customer in-house operations
and international low-cost providers of services. Additionally, as the GIS
services industry evolves, additional competitors with greater resources than
the Company may enter the industry. In addition, other improvements in
technology could provide competitors or customers with tools to perform the
services provided by the Company and lower the cost of entry into the GIS
services industry. The Company is facing increased price competition,
particularly in the utilities market, from relatively new entrants to the
market, which perform their work utilizing mostly offshore labor. A number of
the Company's competitors or potential competitors may have capabilities and
resources greater than those of the Company.

TERMS OF CUSTOMER CONTRACTS

         Most of the Company's revenue is earned under long-term, fixed-price
contracts. The Company's contractual obligations typically include large
projects that will extend over one to four years. The Company's ability to
estimate its costs accurately when negotiating the overall price of a project is
critical to ensuring the profitability of such project. The Company must also
control the costs of performance under such fixed-price contracts. Schedule
delays resulting from a customer's lack of available funding or requirement for
a compressed schedule may place additional strains on management to hire and
train the personnel required for project completion. The Company's contracts
with its customers are generally terminable by the customer on relatively short
notice, and customers may request that the Company slow down or scale back the
scope of a project in order to satisfy the customer's budget or cash flow
requirements. In addition, the Company could experience material




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contract terminations or slowdowns. Long-term, fixed-price contracts for larger
projects generally may increase the Company's risk due to inflation. Contracts
may be signed with a broad outline of the scope of the work, which is reflected
in the detailed specifications that are sometimes prepared after a contract is
signed. In preparing the detailed specifications, customers often negotiate to
include items in the original contract scope that ASI may not have included when
it prepared its bid. To the extent the Company is not successful in negotiating
change orders to include additional work as outside the scope of the contract,
the Company's profit margin on such contracts is adversely affected.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

         The Company has experienced and expects to continue to experience
quarterly variations in sales and operating income as a result of many factors,
including the timing of customers' budget processes, slowdowns or acceleration
of work by customers, the number of operating days in each quarter and the
impact of weather conditions on the ability of the Company or subcontractors to
obtain satisfactory aerial photography or field data. In addition, the Company
has in the past experienced lower sales in its first fiscal quarter (ended
December 31) due to certain customers' year-end funding constraints, and
seasonal slow downs associated with the year-end holidays. General weak economic
conditions may result in customer deferral of projects or cancellation in
planned expenditures.

VOLATILITY OF STOCK PRICE

         The Company's common stock has experienced, and is likely to continue
to experience, significant price and trading volume fluctuations. The trading
price of the common stock has been and may continue to be subject to significant
fluctuations in response to actual or anticipated variations in the Company's
quarterly operating results and other factors, such as: the introduction of new
services or technologies by the Company or its competitors; changes in other
conditions in the GIS industry or in the industries of any of the Company's
customers; changes in governmental regulation, government spending levels or
budgetary procedures; changes in securities analysts' estimates of the future
performance of the Company, its competitors or the industry generally; or
general market or economic conditions. The trading price of the common stock may
vary without regard to the operating performance of the Company. General market
price declines or market volatility in the future, or future declines or
volatility in the prices of stock for companies in the GIS industry, also could
affect the market price of the Common Stock.

RELIANCE ON TECHNOLOGY; LIMITED PROTECTION OF ITS PROPRIETARY RIGHTS

         The Company has devoted significant resources to developing and
acquiring specialized data collection and conversion hardware and software. In
order to remain competitive, the Company must continue to select, invest in,
acquire and develop new and enhanced technology on a timely basis. There can be
no assurance that the Company will be successful in these efforts or in
anticipating developments in data conversion technology. In addition,
competitors could develop similar applications. The Company does not have any
patent protection for its products or technology. Third parties could
independently develop similar technology, obtain unauthorized access to the
Company's proprietary technology or misappropriate technology to which the
Company has granted access.




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<PAGE>

DEPENDENCE ON CERTAIN CUSTOMER MARKETS

         The Company derives its revenues primarily from two core markets,
utilities and state and local governments. The ongoing consolidation of the
utilities industry has and may continue to increase competition for the GIS
services projects of the utilities that remain. Also, to the extent that
utilities remain regulated, legal, financial and political considerations may
constrain the ability of utilities to fund geographic information systems. Many
state and municipal entities are subject to legal constraints on spending, and a
multi-year contract with any such entity may be subject to termination in any
subsequent year if the entity does not choose to appropriate funds for such
contracts in that year. Moreover, fundamental changes in the business practices
or capital spending policies of any of these customers, whether due to
budgetary, regulatory, technological or other developments or changes in the
general economic conditions in the industries in which they operate, could cause
a material reduction in demand by such customers for the services offered by the
Company. Any such reduction in demand could have a material adverse effect on
the Company.

DEPENDENCE ON MAINTAINING A SKILLED LABOR FORCE

         The Company's business is labor-intensive and requires trained
employees. There can be no assurance that the Company will be able to continue
to hire, train and retain sufficient numbers of qualified employees. A
significant portion of the Company's costs consists of wages to hourly workers.
An increase in hourly wages, costs of employee benefits or employment taxes
could have a material adverse effect on the Company. Turnover could increase for
any of several reasons, including increased competition for labor. Higher
turnover among the Company's employees would increase the Company's recruiting
and training costs, could affect the Company's ability to perform services and
earn revenues on a timely basis and could decrease operating efficiencies and
productivity.

DEPENDENCE ON SUBCONTRACTORS

         The Company employs certain selected subcontractors for tasks outside
its expertise, such as for the acquisition of aerial photography. The Company
also uses subcontractors for work similar to that performed by its own employees
such as field data acquisition. These arrangements allow the Company to expand
capacity, meet deadlines, reduce production costs, and manage work load. The
inability to obtain the services of such qualified subcontractors when needed
could have a material adverse effect on the Company.

DEPENDENCE ON BUSINESS ALLIANCES

         A portion of the Company's sales is the result of referrals derived,
either directly or indirectly, from engineers, software developers and
consultants in the GIS industry. The Company believes that its continued success
in the GIS services market is dependent, in part, on its ability to maintain
current relationships and to cultivate additional relationships with other
industry participants. Such participants could acquire a GIS data collection or
data conversion business or businesses or form other relationships with the
Company's competitors. There can be no assurance that relationships with GIS
consultants will continue to be a source of business for the Company. The
inability of the Company to maintain such relationships or to form new
relationships could have a material adverse effect on the Company.

DEPENDENCE ON KEY PERSONNEL

         The success of the Company depends upon the continued service of its
key employees. The Company's ability to retain its management team is an
important factor in its turnaround program and its ability to pursue its overall
business plan.



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         While the Company has employment agreements with certain of its key
personnel, there is no assurance that the Company will be able to retain the
services of such key personnel. The Company does not maintain any key person
life insurance policies. Layoffs in fiscal 2000 and 2001 and employees' concerns
over the future prospects of the Company may impair the Company's ability to
retain and recruit key personnel. The loss of additional key personnel or the
inability to obtain additional key personnel could have a material adverse
effect on the Company.

DEPENDENCE ON OFFSHORE OPERATIONS

         The Company utilizes subcontractors in India and may from time to time
use subcontractors in other overseas locations to perform certain tasks such as
data conversion and photogrammetric interpretation at lower costs than could be
achieved in the United States. The ability of the Company to perform services
under some existing contracts on a profitable basis is dependent upon the
continued availability of its overseas subcontractors. For example, India has in
the past experienced significant inflation, civil unrest and regional conflicts.
Events or governmental actions that would impede or prohibit the operations of
the Company's subcontractors could have a material adverse effect on the
Company.

EFFECT OF PREFERRED STOCK PROVISIONS

         The Company's Articles of Incorporation allow the Board of Directors to
issue up to 2,500,000 shares of preferred stock and to fix the rights,
privileges and preferences of those shares without any further vote or action by
the shareholders. The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any preferred
stock that may be issued by the Company in the future. Any such issuance could
be used to discourage an unsolicited acquisition proposal by a third party.

         On December 28, 2001, the Company issued non-convertible preferred
stock in the form of 1.6 million shares of Series A Preferred Stock, no par
value per share, at an original issue price of $2.00 per share. The Company is
entitled to redeem the shares within one year of issuance at $1.00 per share
($1.6 million), and the redemption price increases $.20 per year until the fifth
anniversary, at which time the shares must be redeemed at a price of $2.00 per
share. The agreement calls for a mandatory payment of $800,000 by the third
anniversary. The preferred stock earns a dividend at the annual rate of 5.00% of
the then redemption price on a cumulative, non-participating basis and has a
liquidation preference equal to the then redemption value of shares outstanding
at the time of such liquidation.

ITEM 2. PROPERTY.

         The Company operates four locations in the United States. The Company
leases facilities in Indianapolis, Indiana, San Antonio, Texas, Waukesha,
Wisconsin, and Cary, North Carolina.

ITEM 3. LITIGATION.

         The Company was named as a defendant in a consolidated putative
securities class action alleging a misstatement or omission of material facts
concerning the Company's operations and financial results. On September 21, 2001
the United States District Court of the Southern District of Indiana (the
"Court") issued an Order and Final Judgment ratifying the settlement terms of
this lawsuit against the Company and certain of its directors and former
officers. The settlement, which was agreed to in principle on April 4, 2001,
provides for the dismissal of the lawsuit in its entirety against all defendants
and the establishment of a settlement fund of $4 million, of which the Company
is contributing $100,000 of cash, and approximately 1,256,000 shares of the
Company's common stock for the class. The class consists of open market
purchasers of the Company's shares between January 25, 1999 and March 7, 2000,
inclusive. The remaining $3.9 million of cash was contributed by the Company's
insurance company. The Company's cost of this settlement, excluding legal fees,
was $748,000 based on the cash



                                       8
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contribution and the value of the common shares on the date of the agreement in
principle. This cost was included in the financial results of the Company in the
fiscal quarter ended March 31, 2001.

         The Company and certain directors have been named as defendants in an
action that was filed by Sidney V. Corder, the former President, Chief Executive
Officer and Director of the Company. The suit claims that the Company violated
the Colorado Wage Claim Act and breached contractual obligations. The Court has
limited the award under the Colorado Wage Claim Act to a maximum of
approximately $88,000. The suit also claims that the Company has breached an
obligation to indemnify Mr. Corder in connection with the securities lawsuit
described in the preceding paragraph. A trial date of November 13, 2001 was
postponed and a new date has not been set. It is impossible to evaluate what the
impact of this action, or any future, related actions, may have on the Company.
However, it is reasonably possible that an unfavorable outcome in the present
litigation, or in any related future actions, could have a material adverse
impact on the Company's financial condition or results of operations in one or
more future reporting periods. The Company intends to defend itself vigorously
in this action.

         Two shareholders of the Company, the Epner Family Limited Partnership
and the Braverman Family Limited Partnership, filed suit in Indiana state court
(Hamilton County Superior Court, State of Indiana, Cause No. 29001-0105 CP 289)
against four former officers of the Company on May 8, 2001. The former officers
are: Sidney Corder, Chief Executive Officer; Scott Benger, Senior Vice President
of Finance; Randy Sage, Chief Operations Officer; and John Dillon, Chief
Administrative Officer. The plaintiffs claimed that the former officers violated
Texas and Indiana securities laws and other provisions of Texas law in
connection with the Company's acquisition of Cartotech, Inc., in June 1998. The
four defendants have sent the Company written demands for indemnification. The
Company has tendered the defense of these claims to its insurer. The Company has
not been named a party to the suit.

         The Company is also subject to various routine litigation. Management
does not believe that any of these legal proceedings would have a material
adverse effect on the Company's financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS.

         None.

                                    PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
        MATTERS.

        None.

ITEM 6. SELECTED FINANCIAL DATA.

         The following selected consolidated financial data as of and for the
years ended September 30, 2001, 2000, 1999, 1998 and 1997 are derived from
consolidated financial statements of the Company which have been audited by KPMG
LLP, independent auditors. The Company's historical consolidated financial
statements as of September 30, 2001 and 2000 and for the years ended September
30, 2001, 2000 and 1999 are contained elsewhere in this Report. The following
selected consolidated financial data should be read in conjunction with the
Company's consolidated financial statements and the related notes thereto and
with Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations included elsewhere in this Report.



                                       9
<PAGE>

<Table>
<Caption>

                                                        2001(3)          2000           1999            1998(2)        1997(1)
                                                     ------------    ------------    ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>             <C>             <C>
CONSOLIDATED STATEMENT OF OPERATIONS
DATA:

Revenues                                             $     40,941          60,085         103,254          88,155          40,799

Cost and expenses:
   Salaries, wages and benefits                            25,003          44,027          57,571          42,953          19,792
   Subcontractor costs                                      8,293          14,476          15,628          11,961           5,899
   Other general and administrative                        12,528          19,031          18,112          14,964           7,115
   Depreciation and amortization                            2,849           5,107           5,661           3,860           1,780
   Impairment of goodwill                                      --          16,513              --              --              --
   Gain on sale of assets                                  (3,542)             --          (1,084)             --              --
                                                     ------------    ------------    ------------    ------------    ------------
                                                           45,131          99,154          95,888          73,738          34,586
                                                     ------------    ------------    ------------    ------------    ------------
Earnings (loss) from operations                            (4,190)        (39,069)          7,366          14,417           6,213

Other income (expenses), net                               (3,067)         (2,595)         (2,523)         (2,292)           (770)
                                                     ------------    ------------    ------------    ------------    ------------

Earnings (loss) before income taxes and
   Item                                                    (7,257)        (41,664)          4,843          12,125           5,443

Income taxes (benefit)                                      2,781          (3,294)          2,053           4,894           2,112
                                                     ------------    ------------    ------------    ------------    ------------

Earnings (loss) before extraordinary item                 (10,038)        (38,370)          2,790           7,231           3,331

Extraordinary gain (loss)                                     300            (209)             --              --              --
                                                     ------------    ------------    ------------    ------------    ------------

Net earnings (loss)                                  $     (9,738)        (38,579)          2,790           7,231           3,331
                                                     ============    ============    ============    ============    ============

Diluted earnings (loss) per share                    $      (1.40)          (5.54)           0.39            1.06            0.60
                                                     ============    ============    ============    ============    ============

Weighted average common shares outstanding-diluted          6,989           7,049           7,177           6,819           5,562

CONSOLIDATED BALANCE SHEET DATA:

Working capital                                      $     (2,748)          7,073          40,029          40,986          21,085

Total assets                                         $     23,819          50,262          89,242          94,540          50,146

Long-term debt, less current portion                 $        200           5,952          20,339          29,920          14,145

Total stockholders' equity                           $      2,204          12,070          50,663          44,463          23,831
</Table>

----------

(1)  In July 1997, the Company acquired MSE for $12.5 million in cash and
     925,000 shares of restricted Common Stock valued at $7.3 million.

(2)  In June 1998, the Company acquired Cartotech for $8.1 million in cash and
     354,167 shares of restricted Common Stock valued at $8.3 million.

(3)  In April 2001, the Company sold substantially all of the assets of the
     Colorado Springs, Colorado-based mapping office for an aggregate sales
     price of $10.1 million, including cash proceeds of $8.6 million and the
     assumption by the buyer of $1.5 million of certain liabilities.


ITEM 7. 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-K. This Form 10-K contains forward-looking statements that involve risk and
uncertainties. The statements contained in this Form 10-K 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-K, or in the documents incorporated by reference into this




                                       10
<PAGE>

Form 10-K, 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 in " Business - Overview and - Risk Factors" and statements relating
to competition, management of growth, the Company's strategy, future sales,
future expenses and future liquidity and capital resources. All forward-looking
statements in this Form 10-K are based upon information available to the Company
on the date of this Form 10-K, 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-K. Factors that could cause or
contribute to such differences include, but are not limited to, the resolution
or outcome of the putative class action litigation, the effect of changes in
management in the Company and the ability to retain qualified individuals to
serve in key management positions, and those discussed below, in " Business--
Risk Factors," and elsewhere in this Form 10-K.

OVERVIEW

         The Company, a provider of data conversion and digital mapping services
to users of customized geographic information systems, was founded in 1981.

         In 1995, ASI embarked on an acquisition strategy that included
consolidation of the fragmented GIS services industry. The Company completed
four strategic acquisitions that expanded the Company's geographical scope,
capacity, customer base, product offerings, proprietary technology and
operational expertise.

         In conjunction with these acquisitions, the Company recorded goodwill,
which represents the excess of the purchase price over the fair value of the net
assets acquired in utility business acquisitions. The Company assigned a useful
life of 15 years to the goodwill acquired in these business acquisitions,
representing the expected period of benefit from the acquisitions. As of October
1, 1999, goodwill, net of accumulated amortization, was $22.1 million. A
combination of significant operating losses for fiscal year 2000, potential
dispositions of certain operating assets, and a significant decrease in cash
flows anticipated from future operations prompted the Company to reevaluate the
carrying amount of goodwill. The result of this evaluation was to record a
non-cash impairment of goodwill of $16.5 million during the quarter ended
September 30, 2000, that reduced the goodwill balance to $3.9 million. The
Company believes the remaining amortization period is appropriate based on the
forecasted operating results of the Company and the Utility Division.

         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 and these estimates are reevaluated
monthly. 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. At each accounting period, the percentage of
completion is based on production costs incurred to date as a percentage of
total estimated production costs for each of the Company's contracts. This
percentage is then multiplied by the contract's total value to calculate the
sales revenue to be recognized. The percentage of completion is affected by any
factors which influence either the estimate of future productivity or the
production cost per hour used to determine future costs. The Company recognizes
losses on contracts in the period such loss is determined. Sales and marketing
expenses associated with obtaining contracts are expensed as incurred.

         The Company experiences yearly and quarterly fluctuations in production
costs, salaries, wages and related benefits and subcontractor costs. These costs
may vary as a percentage of sales from period to period. The Company utilized
InfoTech Enterprises Ltd., an India-based company, for a significant percentage
of its production services in fiscal 2000 and 2001 and expects to continue the
use of its services in fiscal 2002.



                                       11
<PAGE>

         Backlog increases when new contracts are signed and decreases as
revenues are recognized. Changes in macroeconomic and industry market conditions
were encountered in fiscal 2000 and throughout fiscal 2001 that resulted in a
reduction of timely order flow to the Company. These factors, together with the
transfer of $9.9 million of backlog to the purchaser of the Colorado Springs,
Colorado office in April 2001, reduced the customer order backlog from $53.2
million at September 30, 2000 to $22.5 million at September 30, 2001. Management
believes these adverse market conditions were primarily caused by the
recessionary economic climate, consolidation in the utility industry, the
Company's adverse financial results for fiscal year 2000 and increased
competition from companies with offshore operations.

         A number of the projects awarded to the Company are greater than $2
million or longer than two years in duration, which can 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. See Item 1. "Business -- Risk Factors" and "- Risks Associated
with Terms of Customer 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. These efforts are typically included as an
integral part of the Company's services for the particular project and,
accordingly, the associated costs are charged to that project. 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 but are expensed as incurred as part of contract costs. The
Company retains ownership of such proprietary software or products.

RESULTS OF OPERATIONS

         The following table sets forth, for the fiscal years ended September
30, selected consolidated statement of operations data expressed as a percentage
of sales:

<Table>
<Caption>

PERCENTAGE OF SALES:                                              2001             2000              1999
--------------------                                          ------------      ------------      ------------

<S>                                                           <C>               <C>               <C>
Revenues                                                             100.0%            100.0%            100.0%
Costs and expenses:
   Salaries, wages and benefits                                       61.1              73.2              55.8
   Subcontractor costs                                                20.2              24.1              15.1
   Other general and administrative                                   25.8              23.7              17.5
   Bad debts                                                           4.3               3.8                --
   Depreciation and amortization                                       7.0               8.5               5.5
   Impairment of goodwill                                               --              27.5                --
   Severance and related costs                                         0.5               4.2                --
   Gain on sale of assets                                             (8.7)               --              (1.0)
                                                              ------------      ------------      ------------
Earnings (loss) from operations                                      (10.2)            (65.0)              7.1
Other income (expense), net                                           (7.5)             (4.3)             (2.4)
                                                              ------------      ------------      ------------
Earnings (loss) before income taxes and extraordinary item           (17.7)            (69.3)              4.7
Income taxes (benefit)                                                 6.8              (5.5)              2.0
                                                              ------------      ------------      ------------
Net earnings (loss) before extraordinary item                        (24.5)            (63.8)              2.7
Extraordinary gain (loss)                                              0.7              (0.4)               --
                                                              ------------      ------------      ------------
Net earnings (loss)                                                  (23.8)%           (64.2)%             2.7%
                                                              ============      ============      ============
</Table>


                                       12
<PAGE>

FISCAL YEARS ENDED SEPTEMBER 30, 2001 AND 2000

REVENUES. The Company's revenues are recognized as services are performed.
Revenues recorded in a period are reported net of adjustments to reflect changes
in estimated profitability of each project. Revenues decreased 31.9% or $19.1
million to $40.9 million for fiscal 2001 from $60.1 million for fiscal 2000.
This decrease was primarily due to a decline in the number and size of customer
contracts and the sale of the Colorado office and by downward adjustments in the
anticipated profitability of existing contracts. As required by
percentage-of-completion accounting guidelines, the revenue impact of these
changes in accounting estimates is recorded in the current period.

SALARIES, WAGES AND BENEFITS. Salaries, wages and benefits includes employee
compensation for production, marketing, selling, administrative and executive
employees. Salaries, wages and benefits decreased 43.2% to $25.0 million for
fiscal 2001 from $44.0 million for fiscal 2000. This decrease was primarily due
to across the board staff reductions, use of lower cost offshore subcontractor's
labor, and the sale of the Colorado office. As a percentage of revenues,
salaries, wages and benefits decreased to 61.1% for fiscal 2001 from 73.2% for
fiscal 2000.

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 decreased 42.7% to $8.3 million
for fiscal 2001 from $14.5 million for fiscal 2000. This decrease was due to a
decreased number of contracts, completing backlog that utilized subcontractor
labor and the sale of the Colorado office. Subcontractor costs decreased as a
percentage of revenues to 20.2% for fiscal 2001 from 24.1% for fiscal 2000.

OTHER GENERAL AND ADMINISTRATIVE COSTS. Other general and administrative costs
includes rent, maintenance, travel, supplies, utilities, insurance and
professional services. Such costs decreased 25.8% to $10.6 million for fiscal
2001 from $14.2 million for fiscal 2000. The decrease was primarily attributable
to decreases in travel, supplies and certain professional services expenses,
which varied with the general decrease in personnel at the Company in fiscal
2001. As a percentage of revenues, other general and administrative costs
increased to 25.8% for fiscal 2001 from 23.7% for fiscal 2000.

BAD DEBTS. The Company records losses, or the anticipation of losses, arising
from its investment in accounts receivable and revenues in excess of billings in
the period in which the possibility of loss is identified. Bad debts decreased
23.3% to $1.7 million in fiscal 2001 from $2.3 million in fiscal 2000.

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. The Company's operating assets are comprised primarily of computer
hardware and software and office equipment. For fiscal 2001, depreciation and
amortization decreased 44.2% to $2.8 million from $5.1 million for fiscal 2000.
This decrease was primarily attributable to reductions in depreciation resulting
from an increasing percentage of equipment becoming fully depreciated and the
sale of the Colorado office. Additionally, amortization of goodwill declined
substantially in 2001 due to the $16.5 million impairment charge recorded in
fiscal 2000, as described below. As a percentage of revenues, depreciation and
amortization decreased to 7.0% for fiscal 2001 from 8.5% for fiscal 2000.

IMPAIRMENT OF GOODWILL. Goodwill represents the excess of the purchase price
over the net assets acquired in business combinations and is amortized over a
fifteen-year period using the straight-line method. The Company assessed the
recoverability of unamortized goodwill and determined that goodwill had been
significantly impaired as of September 30, 2000 based on anticipated future cash
flows from operations and potential asset dispositions. The impairment of
goodwill charge of $16.5 million represented 27.5% of revenues in fiscal 2000.
There was no comparable charge in fiscal 2001.



                                       13
<PAGE>

SEVERANCE AND RELATED COSTS. The Company incurred a one-time severance expense
of $230,000 in fiscal 2001 and other severance, legal, accounting and consulting
expenses of $2.5 million associated with officer resignations and business
improvement initiatives in fiscal 2000. These costs represented 0.5% and 4.2% of
revenues in fiscal 2001 and fiscal 2000, respectively.

GAIN ON SALE OF ASSETS. On April 27, 2001, the Company completed the sale of
substantially all of the assets of its Colorado Springs, Colorado-based land
mapping office for an aggregate sales price of approximately $10.1 million,
including cash proceeds of $8.6 million and the assumption of $1.5 million of
certain liabilities by the buyer. The Company transferred approximately $2.9
million of net working capital and $2.2 million of net book value of equipment
and leasehold improvements to the buyer and recorded a gain on sale of
approximately $3.5 million after transaction and other expenses. The Company
used the proceeds of the transaction to reduce its line of credit, lease and
term debt by a total of $6.0 million, pay Colorado-related liabilities of
approximately $1.2 million, pay transaction expenses of approximately $700,000
and fund other operating expenses.

OTHER EXPENSE, NET. Other expense, net is primarily comprised of net interest.
Interest expense decreased 20.8% to $1.9 million for fiscal 2001 from $2.4
million in fiscal year 2000. This decrease was primarily due to reduced average
debt outstanding and lower interest rates in fiscal 2001.

INCOME TAX EXPENSE (BENEFIT). As a result of the uncertainty that sufficient
taxable income can be recognized to realize the deferred tax assets, tax expense
of $2.8 million is recognized for fiscal 2001 as a result of an increase in the
tax valuation allowance as compared to an income tax benefit of $3.3 million for
fiscal 2000. The income tax benefit, which resulted from the Company's loss in
fiscal 2000, was recognized to the extent that net operating losses could be
used to recover previously paid taxes and that future operations were expected
to generate sufficient taxable income to realize deferred tax assets.

EXTRAORDINARY GAIN (LOSS) ON EXTINGUISHMENT OF DEBT, NET OF TAX. The
extraordinary gain of $300,000 in fiscal 2001 represents the debt forgiveness
related to a $100,000 debt payment under the Company's debt agreement in effect
at September 30, 2001. The extraordinary loss of $209,000 in fiscal 2000 relates
to the write-off of unamortized bank fees and cash payments made to amend the
Company's lending agreement in March, 2000.

FISCAL YEARS ENDED SEPTEMBER 30, 2000 AND 1999

REVENUES. Revenues decreased 41.8% or $43.2 million to $60.1 million for fiscal
2000 from $103.3 million for fiscal 1999. This decrease was primarily due to a
decline in the number and size of customer contracts, and downward adjustments
in the anticipated profitability of existing contracts. Throughout fiscal 2000,
the Company began an effort to standardize the processes and methodologies used
in estimating costs to complete. As required by percentage-of-completion
accounting guidelines, the revenue impact of these changes in accounting
estimates is recorded in the current period. The Company recorded significant
reductions in estimated gross margins on many contracts in fiscal 2000 as a
result of these refinements of the estimating process and recognition of
changing conditions and new developments. The impact of these changes was more
significant due to the relative maturity of the Company's existing contracts.

SALARIES, WAGES AND BENEFITS. Salaries, wages and benefits decreased 23.5% to
$44.0 million for fiscal 2000 from $57.6 million for fiscal 1999. This decrease
was primarily due to across the board staff reductions resulting from lower than
expected sales and increased use of lower cost offshore labor. As a percentage
of revenues, salaries, wages and benefits increased to 73.2% for fiscal 2000
from 55.8% for fiscal 1999.



                                       14
<PAGE>

SUBCONTRACTOR COSTS. Subcontractor costs decreased 7.4% to $14.5 million for
fiscal 2000 from $15.6 million for fiscal 1999. The percentage decrease was
significantly less than the year-to-year revenues and salaries, wages and
related benefits declines, reflecting increased emphasis on offshore labor.
Subcontractor costs increased as a percentage of revenues to 24.1% for fiscal
2000 from 15.1% for fiscal 1999.

OTHER GENERAL AND ADMINISTRATIVE COSTS. Other general and administrative costs
decreased 21.4% to $14.2 million for fiscal 2000 from $18.1 million for fiscal
1999. The decrease was primarily attributable to decreases in travel, supplies
and certain professional services expenses, primarily as a result of the general
decrease in personnel at the Company in fiscal 2000. As a percentage of
revenues, other general and administrative costs increased to 23.7% for fiscal
2000 from 17.5% for fiscal 1999.

BAD DEBTS. The $2.3 million in bad debts recorded in fiscal 2000 is comprised of
$2.0 million of unrealized losses on accounts receivable and revenues in excess
of billing. The remaining $0.3 million relates to realized losses.

DEPRECIATION AND AMORTIZATION. For fiscal 2000, depreciation and amortization
decreased 9.8% to $5.1 million from $5.7 million for fiscal 1999. This decrease
was primarily attributable to reductions in depreciation resulting from an
increasing percentage of equipment becoming fully depreciated. As a percentage
of revenues, depreciation and amortization increased to 8.5% for fiscal 2000
from 5.5% for fiscal 1999.

IMPAIRMENT OF GOODWILL. The Company assessed the recoverability of unamortized
goodwill and determined that goodwill had been significantly impaired as of
September 30, 2000 based on anticipated future cash flows from operations and
potential asset dispositions. Impairment of goodwill represented 27.5% of
revenues.

SEVERANCE AND RELATED COSTS. The Company incurred one-time officer severance,
legal, accounting and consulting expenses of $2.5 million associated with
officer resignations and business improvement initiatives in fiscal 2000. These
costs represented 4.2% of revenues in fiscal 2000.

GAIN ON SALE OF ASSETS. The gain on sale of assets of $1.1 million in fiscal
1999 primarily resulted from the sale of the Cartographic Sciences unit in that
year.

OTHER EXPENSE, NET. Other expense, net is mainly comprised of net interest
expense. Interest expense decreased 11.4% to $2.4 million for fiscal 2000 from
$2.7 million in fiscal year 1999. This decrease was primarily due to reduced
average debt outstanding, partially offset by higher interest rates in fiscal
2000.

INCOME TAX EXPENSE (BENEFIT). The Company recognized an income tax benefit of
$3.3 million for fiscal 2000 compared to expense of $2.1 million for fiscal
1999. The income tax benefit, which resulted from the Company's loss in fiscal
2000, was recognized to the extent that net operating losses could be used to
recover previously paid taxes and that future operations were expected to
generate sufficient taxable income to realize deferred tax assets. Due to the
uncertainty surrounding the Company's future profitability, the Company
recognized a valuation allowance in 2000 of over $8 million.

EXTRAORDINARY LOSS ON EXTINGUISHMENT OF DEBT, NET OF TAX. The extraordinary item
of $209,000 relates to the write-off of unamortized bank fees and cash payments
made to amend the Company's lending agreement in March, 2000. Such amounts are
reported net of income taxes.


                                       15
<PAGE>

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
September 30, 2001, the Company had $4.4 million in borrowings outstanding on
its working capital line-of-credit and $9.7 million on its term debt.

         The Company was in violation of certain financial covenants at various
times in fiscal 2001. The Company and its senior lenders renegotiated the terms
and conditions of the debt facility through a series of waivers and amendments
to the debt facility. The debt facility contains restrictive covenants that
require, among other things, the maintenance of certain financial ratios and
include limitations on capital expenditures, asset sales, incremental debt and
dividend payments. The debt facility is secured by substantially all assets of
the Company.

         The line-of-credit provided for borrowings of $4.4 million and $7.5
million at September 30, 2001 and 2000, respectively. The interest rate was
prime rate plus 2.00% at September 30, 2001 and 2000 (8.00% and 11.50%,
respectively). The availability of the borrowings at September 30, 2001 is based
on eligible accounts receivable.

         The term debt of $9.7 million at September 30, 2001 consists of $5.1
million bearing interest based on prime rate plus 1.00% (7.00%) and $4.6 million
bearing no interest. The term debt at September 30, 2000 bore interest based on
prime rate plus 2.00% (11.50%).

         Subsequent to September 30, 2001, the Company was unable to make a
scheduled principal payment and later modified repayment terms of its
line-of-credit and note payable with its senior lenders. Under the agreement,
senior lenders accepted a cash payment of $1,250,000 and non-convertible
preferred stock with a face value of $3,200,000 in payment of the $4,400,000
line of credit and all but $3,000,000 of the note payable. The agreement
provides for the remaining $3,000,000 note payable to be reduced to zero with a
cash payment of up to $875,000 by March 31, 2002, after which time the entire
remaining balance is due. Until the amount is repaid, the note payable bears
interest at prime rate plus 1.00%.

         The preferred stock was issued in the form of 1.6 million shares of
Series A Preferred Stock, no par value per share, at an original issue price of
$2.00 per share. The Company is entitled to redeem the shares within one year of
issuance at $1.00 per share ($1.6 million), and the redemption price increases
$.20 per year until the fifth anniversary, at which time the shares must be
redeemed at a price of $2.00 per share. The agreement calls for a mandatory
payment of $800,000 by the third anniversary. The preferred stock earns a
dividend at the annual rate of 5.00% of the then redemption price on a
cumulative, non-participating basis and has a liquidation preference equal to
the then redemption value of shares outstanding at the time of such liquidation.

         The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. During fiscal 2001 and 2000,
the Company experienced significant operating losses with corresponding
reductions in working capital and net worth and a substantial portion of its
bank debt is included in current liabilities as of September 30, 2001 because it
is due within one year. Management has determined that its internal cash flows
will be insufficient to fund working capital requirements and debt payments in
2002. The Company's revenues and backlog have also decreased significantly
during 1999, 2000 and 2001. These factors among others raise substantial doubt
about the Company's ability to continue as a going concern.

         Since joining the Company in July 2000, the new Chief Executive Officer
and the Company's new management team have been developing operational and
financial restructuring plans designed to improve operating efficiencies,
eliminate cash losses and position the Company for profitable operations. Under
this new leadership, the Company implemented plans to reduce non-core spending
activities,




                                       16
<PAGE>

reduce overhead, outsource certain components of projects and renegotiate its
bank agreements. The Company is also actively pursuing additional financing
alternatives that include new strategic investors, or potentially selling
substantial company assets. There is no certainty that such strategies will be
successful in the planned timeframe and senior lenders will further postpone
principal payments, if necessary.

         The financial statements do not include any adjustments relating to the
recoverability of assets and the classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern. However,
management believes that its turnaround efforts, if successful, will improve
operations and may generate sufficient cash to meet its obligations in a timely
manner.

         The Company's cash flow is significantly affected by customer contract
terms and progress achieved on projects. Fluctuations in cash flow from
operations are reflected in 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.

         The Company's operating activities provided cash flow of $0.3 million
in fiscal 2001, breakeven in fiscal 2000, and provided $9.4 million in fiscal
1999. Contract-related accounts described in the previous paragraph declined
$8.7 million, $15.0 million and $9.7 million in fiscal 2001, 2000 and 1999,
respectively. A significant portion of this decline in 2000 and 1999 resulted
from contract cost-to-complete adjustments, which reduced revenues in excess of
billing without providing cash flow. Accounts payable and accrued expenses
decreased $3.5 million in fiscal 2001, increased $1.8 million in fiscal 2000 and
decreased $4.8 million in fiscal 1999. The decrease in fiscal 2001 reflects the
Company's reduced size of operations, in part due to the sale of it's Colorado
Springs, Colorado office.

         Cash provided by investing activities principally consisted of proceeds
from sales of assets, offset by the purchases of equipment and leasehold
improvements. In fiscal year 2001, the Company enhanced cash flow by $8.6
million from the sale of assets, primarily from the sale of Colorado assets. The
Company raised $3.6 million in 1999 from the sale of assets associated with the
Mid-States Engineering and Cartographic Sciences units. The Company purchased
equipment and leasehold improvements totaling $0.4 million, $1.7 million and
$3.3 million in 2001, 2000 and 1999, respectively.

         Cash used by financing activities for fiscal years 2001, 2000 and 1999
was $10.1 million, $2.1 million and $5.3 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 in operations and the purchase of equipment and leasehold
improvements. The Company reduced debt by $6.0 million with proceeds from the
sale of its Colorado Springs, Colorado office.


                                       17
<PAGE>

QUARTERLY FINANCIAL INFORMATION

         Selected quarterly financial data for the years ended September 30,
2001 and 2000 are as follows (in thousands, except per share amounts):

<Table>
<Caption>

                                           FIRST          SECOND            THIRD           FOURTH
                                          QUARTER         QUARTER          QUARTER          QUARTER           TOTAL
                                       ------------     ------------     ------------     ------------     ------------
2001

<S>                                    <C>              <C>              <C>              <C>              <C>
Revenues                               $     14,741     $     11,849     $      7,751     $      6,600     $     40,941
Earnings (loss) before income taxes
  and extraordinary item                       (735)          (4,257)             842           (3,107)          (7,257)
Net earnings (loss)                            (735)          (4,257)             842           (5,588)          (9,738)

Net earnings (loss) per share
  Basic                                       (0.11)           (0.61)             .12            (0.80)           (1.40)
  Diluted                                     (0.11)           (0.61)             .12            (0.80)           (1.40)

2000

Revenues                               $     16,843     $     17,955     $     11,708     $     13,579     $     60,085
Earnings (loss) before income taxes
  and extraordinary item                     (4,152)          (5,483)          (9,494)         (22,535)         (41,664)
Net loss                                     (2,677)          (3,550)          (9,494)         (22,858)         (38,579)

Net earnings (loss) per share
  Basic                                       (0.39)           (0.51)           (1.36)           (3.28)           (5.54)
  Diluted                                     (0.39)           (0.51)           (1.36)           (3.28)           (5.54)
</Table>

IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In July 2001, the FASB issued Statement No. 142, Goodwill and Other
Intangible Assets. Statement 142 will require that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but instead tested
for impairment at least annually in accordance with the provisions of Statement
142. Statement 142 will also require that intangible assets with estimable
useful lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with FASB
Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of.

         The Company is required to adopt the provisions of Statement 142
effective October 1, 2002, but currently plans to elect to early adopt effective
October 1, 2001. Goodwill and intangible assets acquired in business
combinations completed before July 1, 2001 will continue to be amortized and
tested for impairment in accordance with the appropriate pre-Statement 142
accounting literature prior to the full adoption of Statement 142.

         The Company will be required to test goodwill for impairment in
accordance with the provisions of Statement 142 within the first interim period.
Any impairment loss will be measured as of the date of adoption and recognized
as the cumulative effect of a change in accounting principle in the first
interim period.

         In connection with Statement 142's transitional goodwill impairment
evaluation, the Statement will require the Company to perform an assessment of
whether there is an indication that goodwill is impaired as of the date of
adoption. To accomplish this, the Company must identify its reporting units and
determine the carrying value of each reporting unit by assigning the assets and
liabilities, including the existing goodwill and intangible assets, to those
reporting units as of the date of adoption. The Company will then have up to six
months from the date of adoption to determine the fair value of each reporting
unit and compare it to the carrying amount of the reporting unit. To the extent
the carrying amount of a reporting unit exceeds the fair value of the reporting
unit, an indication exists that the reporting unit




                                       18
<PAGE>

goodwill may be impaired and the Company must perform the second step of the
transitional impairment test. In the second step, the Company must compare the
implied fair value of the reporting unit goodwill with the carrying amount of
the reporting unit goodwill, both of which would be measured as of the date of
adoption. The implied fair value of goodwill is determined by allocating the
fair value of the reporting unit to all of the assets (recognized and
unrecognized) and liabilities of the reporting unit in a manner similar to a
purchase price allocation, in accordance with Statement 141. The residual fair
value after this allocation is the implied fair value of the reporting unit
goodwill. This second step is required to be completed as soon as possible, but
no later than the end of the year of adoption. Any transitional impairment loss
will be recognized as the cumulative effect of a change in accounting principle
in the Company's statement of earnings.

         Amortization expense related to goodwill was $305,000, $1.7 million,
and $1.5 million for the years ended September 30, 2001, 2000 and 1999,
respectively. Because of the extensive effort needed to comply with adopting
Statement 142, it is not practicable to reasonably estimate the impact of
adopting this Statement on the Company's financial statements at the date of
this report, including whether it will be required to recognize any transitional
impairment losses as the cumulative effect of a change in accounting principle.
However, the adoption of this Statement could have a material effect on the
recorded balance of goodwill.

         In August 2001, the Financial Accounting Standards Board issued FASB
Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets (Statement 144), which supersedes both FASB Statement No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of (Statement 121) and the accounting and reporting provisions of APB Opinion
No. 30, Reporting the Results of Operations -Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions (Opinion 30), for the disposal of a segment of
a business (as previously defined in that Opinion). Statement 144 retains the
fundamental provisions in Statement 121 for recognizing and measuring impairment
losses on long-lived assets held for use and long-lived assets to be disposed of
by sale, while also resolving significant implementation issues associated with
Statement 121. For example, Statement 144 provides guidance on how a long-lived
asset that is used as part of a group should be evaluated for impairment,
establishes criteria for when a long-lived asset is held for sale, and
prescribes the accounting for a long-lived asset that will be disposed of other
than by sale. Statement 144 retains the basic provisions of Opinion 30 on how to
present discontinued operations in the income statement but broadens that
presentation to include a component of an entity (rather than a segment of a
business). Unlike Statement 121, an impairment assessment under Statement 144
will never result in a write-down of goodwill. Rather, goodwill is evaluated for
impairment under Statement No. 142, Goodwill and Other Intangible Assets.

         The Company is required to adopt Statement 144 no later than the fiscal
year ended September 30, 2003. Management does not expect the adoption of
Statement 144 for long-lived assets held for use to have a material impact on
the Company's financial statements because the impairment assessment under
Statement 144 is largely unchanged from Statement 121. The provisions of the
Statement for assets held for sale or other disposal generally are required to
be applied prospectively after the adoption date to newly initiated disposal
activities. Therefore, management cannot determine the potential effects that
adoption of Statement 144 will have on the Company's financial statements.

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The Company may from time to time employ risk management techniques
such as interest rate swaps and foreign currency hedging transactions. None of
these techniques is used for speculative or trading purposes and the amounts
involved are not considered material. Short-term interest rate changes can
impact the Company's interest expense on its variable interest rate debt.
Variable interest rate debt of $9.5 million was outstanding as of September 30,
2001. Assuming September 30, 2001 debt levels, an increase or decrease in
interest rates of one percentage point would impact the Company's annual
interest expense by $95,000.




                                       19
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
Analytical Surveys, Inc.:

We have audited the accompanying consolidated balance sheets of Analytical
Surveys, Inc. and subsidiaries as of September 30, 2001 and 2000, and the
related consolidated statements of operations, stockholders' equity and
comprehensive loss, and cash flows for each of the years in the three-year
period ended September 30, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Analytical Surveys,
Inc. and subsidiaries as of September 30, 2001 and 2000, and the results of its
operations and its cash flows for each of the years in the three-year period
ended September 30, 2001, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 13 to
the consolidated financial statements, the Company has suffered significant
losses in 2001 and 2000 and has determined that internal cash flows will be
insufficient to fund working capital requirements and debt payments in 2002,
which raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
note 13. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


KPMG LLP
Indianapolis, Indiana
December 21, 2001 (except as to note 14, which is as of December 28, 2001)




                                       20
<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           September 30, 2001 and 2000
                                 (In thousands)

<Table>
<Caption>

                           ASSETS                                      2001             2000
                                                                   ------------     ------------
<S>                                                                <C>              <C>
Current assets:
     Cash and cash equivalents                                     $      1,351            2,825
     Accounts receivable, net of allowance for doubtful
         accounts of $2,070 and $434                                      6,110           12,840
     Revenue earned in excess of billings                                10,567           18,018
     Deferred income taxes                                                   --            1,968
     Income taxes refundable                                                 20            3,145
     Prepaid expenses and other                                             619              517
                                                                   ------------     ------------
         Total current assets                                            18,667           39,313
                                                                   ------------     ------------

Equipment and leasehold improvements:
     Equipment                                                            7,202           15,363
     Furniture and fixtures                                                 594            1,720
     Leasehold improvements                                                 429            1,104
                                                                   ------------     ------------
                                                                          8,225           18,187
     Less accumulated depreciation and amortization                      (6,750)         (11,872)
                                                                   ------------     ------------
         Net equipment and leasehold improvements                         1,475            6,315
                                                                   ------------     ------------

Deferred income taxes                                                        --              432
Goodwill, net of accumulated amortization of $5,216 and $4,911            3,557            3,862
Investment securities                                                       120              340
                                                                   ------------     ------------

         Total assets                                                    23,819           50,262
                                                                   ============     ============

                           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Line-of-credit                                                       4,400            5,890
     Current portion of long-term debt                                   10,366           13,555
     Billings in excess of revenue earned                                   244            1,850
     Accounts payable and other accrued liabilities                       4,445            7,833
     Accrued payroll and related benefits                                 1,960            3,112
                                                                   ------------     ------------
         Total current liabilities                                       21,415           32,240

Long-term debt, less current portion                                        200            5,952
                                                                   ------------     ------------

         Total liabilities                                               21,615           38,192
                                                                   ------------     ------------

Stockholders' equity:
     Common stock, no par value. Authorized 100,000 shares;
         issued and outstanding 6,978 and 6,974 shares                   32,191           32,185
     Accumulated other comprehensive loss                                  (253)            (119)
     Accumulated deficit                                                (29,734)         (19,996)
                                                                   ------------     ------------
         Total stockholders' equity                                       2,204           12,070
                                                                   ------------     ------------

Commitments and contingencies

         Total liabilities and stockholders' equity                $     23,819           50,262
                                                                   ============     ============
</Table>


See accompanying notes to consolidated financial statements.



                                       21
<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Operations

                  Years ended September 30, 2001, 2000 and 1999
                    (In thousands, except per share amounts)

<Table>
<Caption>

                                                                       2001             2000               1999
                                                                   ------------     ------------     ------------

<S>                                                                <C>              <C>             <C>
Revenues                                                           $     40,941           60,085          103,254
                                                                   ------------     ------------     ------------

Costs and expenses:
     Salaries, wages and benefits                                        25,003           44,027           57,571
     Subcontractor costs                                                  8,293           14,476           15,628
     Other general and administrative                                    10,558           14,231           18,112
     Bad debts                                                            1,740            2,268               --
     Depreciation and amortization                                        2,849            5,107            5,661
     Impairment of goodwill                                                  --           16,513               --
     Severance and related costs                                            230            2,532               --
     Gain on sale of assets                                              (3,542)              --           (1,084)
                                                                   ------------     ------------     ------------
                                                                         45,131           99,154           95,888
                                                                   ------------     ------------     ------------

         Earnings (loss) from operations                                 (4,190)         (39,069)           7,366
                                                                   ------------     ------------     ------------

Other income (expense):

     Interest expense, net                                               (1,916)          (2,391)          (2,698)
     Litigation settlement costs                                           (748)              --               --
     Other, net                                                            (403)            (204)             175
                                                                   ------------     ------------     ------------
                                                                         (3,067)          (2,595)          (2,523)
                                                                   ------------     ------------     ------------

         Earnings (loss) before income taxes and
              extraordinary item                                         (7,257)         (41,664)           4,843

Income tax expense (benefit)                                              2,781           (3,294)           2,053
                                                                   ------------     ------------     ------------

         Earnings (loss) before extraordinary item                      (10,038)         (38,370)           2,790

Extraordinary gain (loss) on extinguishment of debt, net of tax             300             (209)              --
                                                                   ------------     ------------     ------------

         Net earnings (loss)                                       $     (9,738)         (38,579)           2,790
                                                                   ============     ============     ============

Basic earnings (loss) per common share:
         Earnings (loss) before extraordinary item                 $      (1.44)           (5.51)            0.41
         Extraordinary item                                        $        .04             (.03)              --
         Net earnings (loss)                                       $      (1.40)           (5.54)            0.41

Diluted earnings (loss) per common share:
         Earnings (loss) before extraordinary item                 $      (1.44)           (5.51)            0.39
         Extraordinary item                                        $        .04             (.03)              --
         Net earnings (loss)                                       $      (1.40)           (5.54)            0.39

Weighted average common shares:
         Basic                                                            6,978            6,963            6,833
         Diluted                                                          6,989            7,049            7,177
</Table>

See accompanying notes to consolidated financial statements.



                                       22
<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

     Consolidated Statements of Stockholders' Equity and Comprehensive Loss

                  Years ended September 30, 2001, 2000 and 1999
                                 (In thousands)

<Table>
<Caption>


                                                    COMMON STOCK                            ACCUMULATED
                                            ----------------------------                       OTHER
                                                                             RETAINED      COMPREHENSIVE
                                               SHARES          AMOUNT        EARNINGS          LOSS             TOTAL
                                            ------------    ------------   ------------    -------------   ------------
<S>                                         <C>             <C>            <C>             <C>             <C>
Balances at October 1, 1998                        6,732    $     28,670         15,793              --          44,463
Net earnings                                          --              --          2,790              --           2,790
Common stock issued in connection
     with business combination (note 2)               22             514             --              --             514
Exercise of stock options                            194           1,595             --              --           1,595
Tax benefit relating to exercise of stock
     options                                          --           1,301             --              --           1,301
                                            ------------    ------------   ------------    ------------    ------------

Balances at September 30, 1999                     6,948          32,080         18,583              --          50,663
Net loss                                              --              --        (38,579)             --         (38,579)
Unrealized change in investment
     securities, net of tax                           --              --             --            (119)           (119)
                                                                                                           ------------
Comprehensive loss                                                                                              (38,698)
Exercise of stock options                             26              68             --              --              68
Tax benefit relating to exercise of stock
     options                                          --              37             --              --              37
                                            ------------    ------------   ------------    ------------    ------------

Balances at September 30, 2000                     6,974          32,185        (19,996)           (119)         12,070
Net loss                                              --              --         (9,738)             --          (9,738)
Unrealized change in investment
     securities, net of tax                           --              --             --            (134)           (134)
                                                                                                           ------------
Comprehensive loss                                                                                               (9,872)
Exercise of stock options                              4               6             --              --               6
                                            ------------    ------------   ------------    ------------    ------------

Balances at September 30, 2001                     6,978    $     32,191        (29,734)           (253)          2,204
                                            ============    ============   ============    ============    ============
</Table>


See accompanying notes to consolidated financial statements.



                                       23
<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                 Years ended September 30, 2001, 2000, and 1999
                                 (In thousands)

<Table>
<Caption>

                                                                             2001            2000            1999
                                                                         ------------    ------------    ------------
<S>                                                                      <C>             <C>             <C>
Cash flows from operating activities:
     Net earnings (loss)                                                 $     (9,738)        (38,579)          2,790
     Adjustments to reconcile net earnings (loss) to net cash provided
         by operating activities:
              Gain on sale of assets                                           (3,542)             --          (1,084)
              Depreciation and amortization                                     2,849           5,107           5,661
              Extraordinary (gain) loss on extinguishment of debt                (300)            209              --
              Loss on sale of equipment                                           416              --              --
              Deferred income taxes                                             2,486          (1,408)           (470)
              Tax benefit relating to exercise of stock options                    --              37           1,301
              Impairment of goodwill                                               --          16,513              --
              Changes in operating assets and liabilities:
                  Accounts receivable, net                                      5,091           2,234           1,138
                  Revenue earned in excess of billings                          4,826          12,880           7,718
                  Income taxes refundable or payable                            3,125             940          (3,369)
                  Prepaid expenses and other                                     (150)            418            (336)
                  Billings in excess of revenue earned                         (1,181)           (158)            866
                  Accounts payable and other accrued liabilities               (2,524)          2,770          (2,835)
                  Accrued payroll and related benefits                         (1,009)           (961)         (1,956)
                                                                         ------------    ------------    ------------
                      Net cash provided by operating activities                   349               2           9,424
                                                                         ------------    ------------    ------------

Cash flows from investing activities:
     Purchase of equipment and leasehold improvements                            (376)         (1,697)         (3,295)
     Cash proceeds from sales of subsidiaries                                      --              --           3,578
     Cash proceeds from sale of Colorado assets                                 8,603              --              --
     Cash proceeds from sale of equipment                                          75              --              --
                                                                         ------------    ------------    ------------
                      Net cash provided (used) by investing activities          8,302          (1,697)            283
                                                                         ------------    ------------    ------------

Cash flows from financing activities:
     Net borrowings (payments) under lines-of-credit                           (1,490)          5,890          (5,750)
     Proceeds from issuance of long-term debt                                      --              --           4,003
     Principal payments on long-term debt                                      (8,641)         (8,097)         (5,139)
     Proceeds from exercise of stock options                                        6              68           1,595
                                                                         ------------    ------------    ------------
                      Net cash (used) by financing activities                 (10,125)         (2,139)         (5,291)
                                                                         ------------    ------------    ------------

                      Net increase (decrease) in cash                          (1,474)         (3,834)          4,416

Cash and cash equivalents at beginning of year                                  2,825           6,659           2,243
                                                                         ------------    ------------    ------------

Cash and cash equivalents at end of year                                 $      1,351           2,825           6,659
                                                                         ============    ============    ============

Supplemental disclosures of cash flow information:
     Cash paid for interest                                              $      2,066           2,391           2,567
                                                                         ============    ============    ============
     Cash paid for income taxes, net of refunds                          $     (2,831)         (2,845)          4,295
                                                                         ============    ============    ============
     Common stock issued in connection with
         business combinations                                           $         --              --             514
                                                                         ============    ============    ============
     Equity securities received in sale of subsidiary                    $         --              --             535
                                                                         ============    ============    ============
</Table>

See accompanying notes to consolidated financial statements.

                                       24
<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999




(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)    BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION

              The Company's primary business is the production of precision
              computerized maps and information files used in Geographic
              Information Systems (GIS). State and local governments and utility
              companies use GIS to manage information relating to utilities,
              natural resources, streets, land use and property taxation.

              The consolidated financial statements include the accounts of the
              Company and its majority owned subsidiaries. All significant
              intercompany balances and transactions have been eliminated in
              consolidation.

              The preparation of the financial statements in conformity with
              accounting principles generally accepted in the United Sates of
              America requires management to make estimates and assumptions that
              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 revenue and
              expenses during the reporting period. Actual results could differ
              from those estimates.

       (b)    EQUIPMENT AND LEASEHOLD IMPROVEMENTS

              Equipment and leasehold improvements are recorded at cost and are
              depreciated and amortized using the straight-line method over
              estimated useful lives of three to ten years.

       (c)    REVENUE AND COST RECOGNITION

              Contract revenues are recognized using the percentage of
              completion method based on the cost-to-cost method, whereby the
              percentage complete is based on costs incurred in relation to
              total estimated costs to be incurred. Costs associated with
              obtaining contracts are expensed as incurred. The Company does not
              combine contracts for purposes of recognizing revenue and,
              generally, does not segment contracts.

              Customers are billed based on the terms included in the contracts,
              which are generally upon delivery of certain products or
              information, or achievement of certain milestones defined in the
              contracts. When billed, such amounts are recorded as accounts
              receivable. Revenue earned in excess of billings represents
              revenue related to services completed but not billed, and billings
              in excess of revenue earned represent billings in advance of
              services performed.

              Contract costs include all direct material and labor costs and
              those indirect costs related to contract performance, such as
              indirect labor, supplies, tools and depreciation costs. Losses on
              contracts are recognized in the period such losses are determined.
              The Company does not believe warranty obligations on completed
              contracts are significant. Changes in job performance, job
              conditions, and estimated profitability, including those arising
              from contract penalty provisions, and final contract settlements
              may result in revisions to costs and income and are recognized in
              the period in which the revisions are determined.




                                       25

<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999


       (d)    GOODWILL

              Goodwill represents the excess of the purchase price over the net
              assets acquired in utility business combinations and is being
              amortized over a fifteen-year period using the straight-line
              method. The recoverability of goodwill is evaluated at the Utility
              Division and enterprise-level at least annually and whenever
              significant events or changes occur, such as significant decreases
              in anticipated cash flow, which might impair recovery of recorded
              costs. An impairment loss is recognized when estimated
              undiscounted future cash flows from operations and potential
              dispositions before interest costs, expected to be generated
              through the remaining amortization period is less than the net
              book value of long-lived assets. Measurement of an impairment loss
              is based on the fair value of the long-lived assets, using
              discounted cash flows over the remaining amortization period or
              estimated market values. Based on this measurement at the Utility
              Division level, the Company recorded an impairment loss of $16.5
              million for the year ended September 30, 2000.

       (e)    INVESTMENT SECURITIES

              Investment securities consist of marketable equity securities that
              are classified as available-for-sale. Available-for-sale
              securities are recorded at fair value. Unrealized holding gains
              and losses, net of the related tax effect, on available-for-sale
              securities are excluded from earnings and are reported as a
              separate component of stockholders' equity until realized.

       (f)    INCOME TAXES

              Income taxes are reflected under the liability method, which
              establishes deferred tax assets and liabilities to be recognized
              for the future tax consequences attributable to differences
              between the financial statement carrying amounts of existing
              assets and liabilities and their respective tax bases. Deferred
              tax assets and liabilities are measured using enacted tax rates
              expected to apply to taxable income in the years in which those
              temporary differences are expected to be recovered or settled. The
              effect on deferred tax assets and liabilities of a change in tax
              rates is recognized in income in the period that includes the
              enactment date.

       (g)    IMPAIRMENT OF LONG-LIVED ASSETS OTHER THAN GOODWILL

              Long-lived assets other than goodwill held and used by the Company
              are reviewed for impairment whenever events or changes in
              circumstances indicate that the carrying value of an asset may not
              be recoverable. An impairment loss is recognized when estimated
              undiscounted future cash flows expected to be generated by an
              asset are less than its carrying value. Measurement of the
              impairment loss is based on the fair value of the asset, which is
              determined using generally accepted valuation techniques such as
              discounted present value of expected future cash flows.



                                       26
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999



       (h)    STOCK-BASED COMPENSATION

              Stock-based employee compensation plans are recorded using the
              intrinsic value method. Pro forma disclosures of net earnings and
              earnings per share are provided as if the fair value based method
              of accounting was used.

       (i)    EARNINGS PER SHARE

              Basic earnings per share is computed by dividing earnings
              available to common shareholders by the weighted average number of
              common shares outstanding for the period. Diluted earnings per
              share includes the effects of the potential dilution of
              outstanding options on the Company's common stock, determined
              using the treasury stock method.

       (j)    FINANCIAL INSTRUMENTS

              The carrying amounts of financial instruments are estimated to
              approximate estimated fair values. The fair value of a financial
              instrument is the amount at which the instrument could be
              exchanged in a current transaction between willing parties. The
              carrying amounts of cash, receivables, accounts payable and
              accrued liabilities approximate fair value due to the short
              maturity of these instruments. The carrying amounts of debt
              approximate fair value due to the variable nature of the interest
              rates and short-term maturities of these instruments.

(2)    SALE OF SUBSIDIARIES AND SALE OF COLORADO ASSETS

       In September 1999, the Company sold the net assets of its Mid States
       Engineering, LLC subsidiary for $2,900,000 in cash. The Company recorded
       a gain on the sale of $192,000.

       In September 1999, the Company sold the net assets of its Cartographic
       Sciences Private Limited subsidiary for $1,000,000 in cash and 52,000
       shares of common stock of the seller valued at $535,000. The Company
       recorded a gain on the sale of $892,000.

       On April 27, 2001, the Company completed the sale of substantially all of
       the assets of its Colorado Springs, Colorado-based land mapping office
       for an aggregate sales price of approximately $10.1 million, including
       cash proceeds of $8.6 million and the assumption by the buyer of $1.5
       million of certain liabilities. The Company transferred approximately
       $2.9 million of net working capital and $2.2 million of net book value of
       equipment and leasehold improvements to the buyer and recorded a gain on
       the sale of approximately $3.5 million after transaction and other
       expenses. The Company used the proceeds of the transaction to reduce its
       line of credit, lease and term debt by a total of $6.0 million, pay
       Colorado-related liabilities of approximately $1.2 million, pay
       transaction expenses of approximately $700,000 and fund other operating
       expenses.



                                       27
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999


       The following summarized pro forma unaudited information represents the
       historical operating results of Analytical Surveys, Inc. assuming the
       sale of the Colorado assets had occurred at the beginning of the periods
       presented, adjusted to give effect to events that are directly
       attributable to the transaction. The pro forma financial information
       presented is not necessarily indicative of what the Company's actual
       operating results would have been had the sale of the Colorado assets
       occurred before such periods (in thousands, except per share amounts):

<Table>
<Caption>

                                                  2001            2000
       Twelve months ended September 30:       (Pro Forma)    (Pro Forma)
                                              ------------    ------------

<S>                                           <C>             <C>
       Revenues                               $     32,567          48,000
       Net loss                               $    (14,162)        (34,718)
       Weighted average shares outstanding:
                Basic                                6,978           6,963
                Diluted                              6,989           7,049
       Net loss per common share:
                Basic                         $      (2.03)          (4.99)
                Diluted                       $      (2.03)          (4.99)
</Table>


(3)    ACCOUNTS RECEIVABLE, REVENUE EARNED IN EXCESS OF BILLINGS AND BILLINGS IN
       EXCESS OF REVENUE EARNED

       At September 30, 2001, the estimated period to complete contracts in
       process ranges from one month to thirty-six months, and the Company
       expects to collect substantially all related accounts receivable and
       revenue earned in excess of billings within one year. Reserves on
       revenues earned in excess of billings total $478,000 and $1,627,000 for
       the years ended September 30, 2001 and 2000, respectively, which are
       netted with revenues earned in excess of billings. During 2001, $549,000
       in reserves was written off against revenue earned in excess of billings,
       $700,000 was transferred to accounts receivable reserves and new reserves
       of $100,000 were established.



                                       28
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999



       The following summarizes contracts in process at September 30 (in
       thousands):

<Table>
<Caption>

                                                       2001            2000
                                                   ------------    ------------
<S>                                                <C>             <C>
       Costs incurred on uncompleted contracts     $    108,345          88,071
       Estimated earnings                                38,421          31,446
                                                   ------------    ------------
                                                        146,766         119,517
       Less billings to date                           (136,443)       (103,349)
                                                   ------------    ------------
                                                   $     10,323          16,168
                                                   ============    ============
       Included in the accompanying consolidated
         Balance Sheets as follows:
            Revenue earned in excess of billings   $     10,567          18,018
            Billings in excess of revenue earned           (244)         (1,850)
                                                   ------------    ------------
                                                   $     10,323          16,168
                                                   ============    ============
</Table>

(4)    DEBT

       The line-of-credit, note payable and capital lease obligation represent
       the three components of a debt facility with the Company's senior lenders
       and are summarized as follows (in thousands).

<Table>
<Caption>

       SHORT-TERM DEBT                2001            2000
                                  ------------    ------------

<S>                               <C>             <C>
       Line-of-credit             $      4,400           5,890
                                  ============    ============

       LONG-TERM DEBT
       Note payable               $      9,733          15,927
       Capital lease obligation            596           3,260
       Other                               237             320
                                  ------------    ------------
                                        10,566          19,507
       Less current portion            (10,366)        (13,555)
                                  ------------    ------------
                                  $        200           5,952
                                  ============    ============
</Table>


       The Company was in violation of certain financial covenants at various
       times in fiscal 2001, and the Company and its senior lenders renegotiated
       the terms and conditions of the debt facility through a series of waivers
       and amendments. The amended debt facility contains restrictive covenants
       that require, among other things, the maintenance of certain financial
       ratios and include limitations on capital expenditures, asset sales,
       incremental debt and dividend payments. The debt facility is secured by
       substantially all assets of the Company. The terms and conditions of each
       component of the debt facility are as follows:



                                       29
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999


         The line-of-credit provides for borrowings of $4,400,000 and $7,500,000
         at September 30, 2001 and 2000, respectively. The interest rate was
         prime rate plus 2.00% at September 30, 2001 and 2000 (8.5% and 11.50%,
         respectively). The availability of the borrowings at September 30, 2001
         is based on eligible accounts receivable.

         The note payable of $9,733,000 at September 30, 2001 consists of
         $5,133,000 bearing interest at the prime rate plus 1.00% (7.00%) and
         $4,600,000 bearing no interest. The note payable at September 30, 2000
         bore interest based on prime rate plus 2.00% (11.50%).

         The capital lease obligation is under a leasing facility that bears
         interest at effective rates ranging from 7.37% to 9.00%, payable in
         monthly installments through December 2002.

         Required principal payments on long-term debt are $10,366,000 for the
         year ending September 30, 2002; $87,000 in 2003; $66,000 in 2004 and
         $47,000 in 2005.

         Subsequent to September 30, 2001, the Company was unable to make a
         scheduled principal payment and later amended its line-of-credit and
         note payable with its senior lenders which modified repayment terms as
         discussed in note 14.

(5)      OPERATING LEASES

         The Company leases its facilities and certain equipment under operating
         leases. Amounts due under non-cancelable operating leases with terms of
         one year or more at September 30, 2001 are as follows (in thousands):

<Table>
<S>                                                                        <C>
                 Years ending September 30:

                          2002                                             $      773
                          2003                                                    367
                          2004                                                     32
                          2005                                                      6
                          2006                                                      4
                                                                           ----------
                          Total minimum operating lease payments           $    1,182
                                                                           ==========
</Table>

         Rent expense totaled $2,131,000, $2,651,000, and $2,780,000, for the
         years ended September 30, 2001, 2000, and 1999, respectively.



                                       30
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999



(6)   INCOME TAXES

      Income tax expense (benefit) for the years ended September 30 is as
      follows (in thousands):


                                    2001            2000            1999
                                ------------    ------------    ------------
      Current:
           Federal              $        294          (1,644)          2,177
           State and local                --            (242)            346
                                ------------    ------------    ------------
                                         294          (1,886)          2,523
                                ------------    ------------    ------------
      Deferred:
           Federal                     2,168          (1,227)           (400)
           State and local               319            (181)            (70)
                                ------------    ------------    ------------
                                       2,487          (1,408)           (470)
                                ------------    ------------    ------------

                                $      2,781          (3,294)          2,053
                                ============    ============    ============

      The exercise of non-qualified stock options results in state and federal
      income tax deductions to the Company equal to the difference between the
      market price at the date of exercise and the option exercise price. The
      benefit of such deductions is recorded as an increase to stockholders'
      equity and totaled approximately $1,301,000 and $37,000 in fiscal 1999 and
      2000. No benefit was recorded in fiscal 2001.

      Actual income tax expense (benefit) differs from the amount computed using
      the federal statutory rate of 34% for the years ended September 30 as
      follows (in thousands):


                                                        2001      2000     1999
                                                      -------   -------   -----

      Computed "expected" income tax expense          $(2,467)  (14,166)  1,647
      State income taxes, net of federal tax effect       213      (279)    182
      Amortization of non-deductible goodwill             101       318     315
      Impairment of non-deductible goodwill                --     2,693      --
      Change in deferred tax valuation allowance        5,415     8,051      --
      Other, net                                         (481)       89     (91)
                                                      -------   -------   -----

      Actual income tax expense (benefit)             $ 2,781    (3,294)  2,053
                                                      =======   =======   =====



                                       31
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999


         The tax effects of temporary differences that give rise to significant
         portions of deferred tax assets and liabilities at September 30 are as
         follows (in thousands):

          <Table>
          <Caption>

                                                                          2001            2000
                                                                      ------------    ------------
          <S>                                                         <C>             <C>
          Deferred tax assets:
          Accrued liabilities, primarily due to accrued compensated
              absences for financial statement purposes               $        258             411
          Severance accruals                                                   229             523
          Bad debt and revenue earned in excess of billing
              allowances                                                     1,091             804
          NOL carryforward                                                   8,866           5,460
          Impairment of deductible goodwill                                  3,056           3,351
          Unrealized loss on investment securities                             163              75
          Other, net                                                           106             230
          Valuation allowance                                              (13,466)         (8,051)
                                                                      ------------    ------------

              Total deferred tax assets                                        303           2,803
                                                                      ------------    ------------

          Deferred tax liabilities:
          Equipment and leasehold improvements, primarily due to
              differences in depreciation                                     (303)           (403)
                                                                      ------------    ------------

              Net deferred tax asset                                  $         --           2,400
                                                                      ============    ============
          </Table>

         At September 30, 2001, the Company had net operating loss carryforwards
         of approximately $22.0 million that will expire through September 30,
         2021. The Company has recorded a valuation allowance to reflect the
         estimated amount of deferred tax assets that may not be realized due to
         the uncertainty surrounding the Company's ability to generate
         sufficient future taxable income to fully realize the deferred tax
         assets.

(7)      STOCKHOLDERS' EQUITY AND STOCK OPTIONS

         The Company may issue up to 2.6 million shares of preferred stock, no
         par value, with dividend requirements, voting rights, redemption
         prices, liquidation preferences and premiums, conversion rights and
         other terms without a vote of the shareholders. Subsequent to September
         30, 2001, the Company issued 1.6 million shares of preferred stock to
         its senior lenders as partial consideration to reduce its outstanding
         debt. Terms of the issuance are more fully discussed in note 14.

                                       32
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999

         The Company currently has five nonqualified stock option plans with
         873,300 shares available for grant as of September 30, 2001. The
         exercise price of the options is established by the Board of Directors
         on the date of grant. Options vest at 25% six months from date of grant
         and 25% on the anniversary dates of the grant thereafter, as determined
         by the Board of Directors. The options are exercisable in whole or in
         part for a period of up to ten years from date of grant. The options
         may vest earlier under certain circumstances, such as a change in
         control.

         Because the Company grants its options with exercise prices at or above
         market value at date of grant, no compensation cost is recognized under
         the plans. Had compensation cost for the Company's stock-based
         compensation plans been determined based upon the fair value of options
         on the grant dates, the Company's pro forma net earnings and diluted
         earnings per share would have been as follows (in thousands, except per
         share amounts):

<Table>
<Caption>

                                              YEAR ENDED SEPTEMBER 30,
                                     ------------------------------------------
                                        2001            2000           1999
                                     ------------   ------------   ------------

<S>                                  <C>            <C>            <C>
         Net earnings (loss)              (11,576)       (41,096)            (4)
         Diluted earnings per share         (1.66)         (5.90)           .00
</Table>

         The weighted average fair value of options granted during 2001, 2000
         and 1999 was $1.29, $1.99 and $11.70 per share, respectively. The fair
         value of each option granted was estimated at the date of grant using
         the Black-Scholes option-pricing model with the following assumptions:
         no expected dividends, expected life of the options of three years,
         146% volatility and a risk-free interest rate ranging from 5% to 6%.

         The above pro forma disclosures are not necessarily representative of
         the effect on the historical net earnings for future periods because
         options vest over several years, and additional awards are made each
         year. In addition, compensation cost for options granted prior to
         October 1, 1995, which vest after that date has not been considered.


                                       33
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999



         Stock option activity for the plans for the years ended September 30
         are summarized as follows (shares in thousands):


                                                            WEIGHTED
                                                            AVERAGE
                                          NUMBER OF      EXERCISE PRICE
                                           OPTIONS          PER SHARE
                                        ------------     --------------

         Balance, October 1, 1998              1,773      $      21.94
             Granted                             257             24.03
             Exercised                          (194)             8.24
             Canceled                             (5)            21.90
                                        ------------      ------------

         Balance, September 30, 1999           1,831             20.80
             Granted                             749              4.38
             Exercised                           (44)             3.78
             Canceled                           (825)            21.97
                                        ------------      ------------

         Balance, September 30, 2000           1,711             13.53
             Granted                             597              1.47
             Exercised                            (3)             1.58
             Canceled                           (578)            14.24
                                        ------------      ------------

         Balance, September 30, 2001           1,727      $       8.37
                                        ============      ============

         A summary of the range of exercise prices and the weighted-average
         contractual life of outstanding stock options at September 30, 2001 is
         as follows (shares in thousands):

<Table>
<Caption>

                               NUMBER                    WEIGHTED       NUMBER
                             OUTSTANDING    WEIGHTED     AVERAGE      EXERCISABLE    WEIGHTED
              RANGE OF            AT        AVERAGE     REMAINING         AT         AVERAGE
              EXERCISE      SEPTEMBER 30,   EXERCISE   CONTRACTUAL   SEPTEMBER 30,   EXERCISE
               PRICE             2001        PRICE     LIFE (YEARS)      2001         PRICE
          ----------------  -------------  ---------   ------------  -------------  ---------
<S>                         <C>            <C>         <C>           <C>            <C>
          $ 0.52 - 10.00          1,206    $    2.46            7            560    $    2.90
           10.01 - 20.00            226        12.37            4            222        12.31
           20.01 - 30.00            199        25.80            5            178        26.02
           30.01 - 40.00             60        33.00            6             60        33.00
           40.01 - 44.00             36        44.00            7             36        44.00
          ----------------    ---------    ---------    ---------      ---------    ---------
          $ 0.52 - 44.00          1,727    $    8.37            7          1,056    $   11.88
          ----------------    ---------    ---------    ---------      ---------    ---------
</Table>




                                       34
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999



(8)      EMPLOYEE BENEFIT PLAN

         The Company sponsors a qualified tax deferred savings plan in
         accordance with the provisions of section 401(k) of the Internal
         Revenue Code. Employees may defer up to 15% of their compensation,
         subject to certain limitations. The Company matches 50% of employee
         contributions up to 4% of their compensation. The Company contributed
         $314,000, $521,000 and $661,000 to the plan in fiscal 2001, 2000 and
         1999, respectively.

(9)      CONCENTRATIONS OF CREDIT RISK

         The Company's accounts receivable consists of amounts primarily due
         from city, county and federal governmental units, and engineering and
         utility companies. The Company provides for uncollectible amounts upon
         recognition of revenue and when specific credit and collection issues
         arise. Management believes that all significant credit and collection
         risks have been identified and adequately provided.

(10)     LITIGATION

         The Company was named as a defendant in a consolidated putative
         securities class action alleging a misstatement or omission of material
         facts concerning the Company's operations and financial results. On
         September 21, 2001, the United States District Court of the Southern
         District of Indiana (the "Court") issued an Order and Final Judgment
         ratifying the settlement terms of this lawsuit against the Company and
         certain of its directors and former officers. The settlement, which was
         agreed to in principle on April 4, 2001, provides for the dismissal of
         the lawsuit in its entirety against all defendants and the
         establishment of a settlement fund of $4 million, of which the Company
         is contributing $100,000 of cash, and approximately 1,256,000 shares of
         the Company's common stock for the class. The class consists of open
         market purchasers of the Company's shares between January 25, 1999 and
         March 7, 2000, inclusive. The remaining $3.9 million of cash is being
         contributed by the Company's insurance company. The Company's cost of
         this settlement, excluding legal fees, of $748,000 was based on the
         cash contribution and the value of the common shares on the date of the
         agreement in principle. This cost was included in the financial results
         of the Company in the fiscal quarter ended March 31, 2001.

         The Company and certain directors have been named as defendants in an
         action that was filed by Sidney V. Corder, the former President, Chief
         Executive Officer and Director of the Company. The suit claims that the
         Company violated the Colorado Wage Claim Act and breached contractual
         obligations. The Court has limited the award under the Colorado Wage
         Claim Act to a maximum of approximately $88,000. The suit also claims
         that the Company has breached an obligation to indemnify Mr. Corder in
         connection with the securities lawsuit described in the preceding
         paragraph. A trial date of November 13, 2001 was postponed and a new
         date has not




                                       35
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999



         been set. It is impossible to evaluate what the impact of this action,
         or any future, related actions, may have on the Company. However, it is
         reasonably possible that an unfavorable outcome in the present
         litigation, or in any related future actions, could have a material
         adverse impact on the Company's financial condition or results of
         operations in one or more future reporting periods. The Company intends
         to defend itself vigorously in this action.

         Two shareholders of the Company, the Epner Family Limited Partnership
         and the Braverman Family Limited Partnership, filed suit in Indiana
         state court (Hamilton County Superior Court, State of Indiana, Cause
         No. 29001-0105 CP 289) against four former officers of the Company on
         May 8, 2001. The former officers are: Sidney Corder, Chief Executive
         Officer; Scott Benger, Senior Vice President of Finance; Randy Sage,
         Chief Operations Officer; and John Dillon, Chief Administrative
         Officer. The plaintiffs claimed that the former officers violated Texas
         and Indiana securities laws and other provisions of Texas law in
         connection with the Company's acquisition of Cartotech, Inc., in June
         1998. The four defendants have sent the Company written demands for
         indemnification. The Company has tendered the defense of these claims
         to its insurer. The Company has not been named a party to the suit.

         The Company is also subject to various routine litigation. Management
         does not believe that any of these legal proceedings would have a
         material adverse effect on the Company's financial condition or results
         of operations.

(11)     SEGMENT INFORMATION

         Management evaluates operations and makes key strategic and resource
         decisions based on two different operating segments: the Utilities
         Division which uses its industry expertise and proprietary GIS systems
         for data conversion for electric, gas and water management utility
         customers; and the Land Division which creates land base maps using
         techniques in both general cartography and specialized photogrammetric
         mapping. Segment data includes revenue, operating income, including
         allocated costs charged to each of the operating segments, equipment
         investment and project investment, which includes net accounts
         receivables and revenue earned in excess of billings.

         Interest expense and other non-segment specific expenses are not
         allocated to individual segments in determining the Company's
         performance measure. Non-segment assets to reconcile to total assets
         consists of corporate assets including cash, prepaid expenses and
         deferred taxes (in thousands).



                                       36
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999


<Table>
<Caption>

                                                                                           NON-
                                                    UTILITIES              LAND           SEGMENT         TOTAL
                                                    ---------              ----           -------         -----
<S>                                                 <C>                    <C>            <C>      <C>
2001
       Operations
       Revenues                                    $     30,143            10,798              --          40,941
       Loss from Operations                              (5,465)           (2,267)          3,542          (4,190)
       Interest expense, net                                                               (1,916)         (1,916)
       Litigation settlement costs                                                           (748)           (748)
       Other                                                                                 (403)           (403)
       Income tax expense                                                                  (2,781)         (2,781)
       Extraordinary gain on
           extinguishment of debt                                                             300             300
                                                                                                    -------------

       Net loss                                                                                            (9,738)
                                                                                                    =============

       Assets
       Segment assets                              $     19,644             2,065              --          21,709
       Non-segment assets                                    --                --           2,110           2,110
                                                                                                    -------------
       Consolidated Assets                                                                                 23,819
                                                                                                    =============
</Table>

<Table>
<Caption>

                                                                                           NON-
                                                    UTILITIES              LAND           SEGMENT         TOTAL
                                                    ---------              ----           -------         -----
<S>                                                 <C>                    <C>            <C>      <C>
2000
       Operations
       Revenues                                    $     45,658            14,427              --          60,085
       Loss from Operations                             (28,204)          (10,865)             --         (39,069)
       Interest expense, net                                 --                --          (2,391)         (2,391)
       Other                                                 --                --            (204)           (204)
       Income tax benefit                                    --                --           3,294           3,294
       Extraordinary loss on
         extinguishment of debt                              --                --            (209)           (209)
                                                                                                    -------------

         Net (loss)                                          --                --              --         (38,579)
                                                                                                    =============

       Assets
       Segment assets                              $     29,038            11,997              --          41,035
       Non-segment assets                                    --                --           9,227           9,227
                                                                                                    -------------
       Consolidated Assets                                                                                 50,262
                                                                                                    =============

1999
       Operations
       Revenues                                    $     69,753            33,501              --         103,254
       Earnings (loss) from Operations                     (431)            6,713           1,084           7,366
       Interest expense, net                                 --                --          (2,698)         (2,698)
       Other                                                 --                --             175             175
       Income tax expense                                    --                --          (2,053)         (2,053)
                                                                                                    -------------

         Net income                                          --                --              --           2,790
                                                                                                    =============
</Table>



                                       37
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999



(12)     IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In July 2001, the FASB issued Statement No. 142, Goodwill and Other
         Intangible Assets. Statement 142 will require that goodwill and
         intangible assets with indefinite useful lives no longer be amortized,
         but instead tested for impairment at least annually in accordance with
         the provisions of Statement 142. Statement 142 will also require that
         intangible assets with estimable useful lives be amortized over their
         respective estimated useful lives to their estimated residual values,
         and reviewed for impairment in accordance with FASB Statement No. 121,
         Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to be Disposed of.

         The Company is required to adopt the provisions of Statement 142
         effective October 1, 2002, but currently plans to elect to early adopt
         effective October 1, 2001. Goodwill and intangible assets acquired in
         business combinations completed before July 1, 2001 will continue to be
         amortized and tested for impairment in accordance with the appropriate
         pre-Statement 142 accounting literature prior to the full adoption of
         Statement 142.

         The Company will be required to test goodwill for impairment in
         accordance with the provisions of Statement 142 within the first
         interim period. Any impairment loss will be measured as of the date of
         adoption and recognized as the cumulative effect of a change in
         accounting principle in the first interim period.

         In connection with Statement 142's transitional goodwill impairment
         evaluation, the Statement will require the Company to perform an
         assessment of whether there is an indication that goodwill is impaired
         as of the date of adoption. To accomplish this, the Company must
         identify its reporting units and determine the carrying value of each
         reporting unit by assigning the assets and liabilities, including the
         existing goodwill and intangible assets, to those reporting units as of
         the date of adoption. The Company will then have up to six months from
         the date of adoption to



                                       38
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999



         determine the fair value of each reporting unit and compare it to the
         carrying amount of the reporting unit. To the extent the carrying
         amount of a reporting unit exceeds the fair value of the reporting
         unit, an indication exists that the reporting unit goodwill may be
         impaired and the Company must perform the second step of the
         transitional impairment test. In the second step, the Company must
         compare the implied fair value of the reporting unit goodwill with the
         carrying amount of the reporting unit goodwill, both of which would be
         measured as of the date of adoption. The implied fair value of goodwill
         is determined by allocating the fair value of the reporting unit to all
         of the assets (recognized and unrecognized) and liabilities of the
         reporting unit in a manner similar to a purchase price allocation, in
         accordance with Statement 141. The residual fair value after this
         allocation is the implied fair value of the reporting unit goodwill.
         This second step is required to be completed as soon as possible, but
         no later than the end of the year of adoption. Any transitional
         impairment loss will be recognized as the cumulative effect of a change
         in accounting principle in the Company's statement of earnings.

         Amortization expense related to goodwill was $305,000, $1.7 million,
         and $1.5 million for the years ended September 30, 2001, 2000 and 1999,
         respectively. Because of the extensive effort needed to comply with
         adopting Statement 142, it is not practicable to reasonably estimate
         the impact of adopting this Statement on the Company's financial
         statements at the date of this report, including whether it will be
         required to recognize any transitional impairment losses as the
         cumulative effect of a change in accounting principle. However, the
         adoption of this Statement could have a material effect on the recorded
         balance of goodwill.

         In August 2001, the Financial Accounting Standards Board issued FASB
         Statement No. 144, Accounting for the Impairment or Disposal of
         Long-Lived Assets (Statement 144), which supersedes both FASB Statement
         No. 121, Accounting for the Impairment of Long-Lived Assets and for
         Long-Lived Assets to Be Disposed Of (Statement 121) and the accounting
         and reporting provisions of APB Opinion No. 30, Reporting the Results
         of Operations -Reporting the Effects of Disposal of a Segment of a
         Business, and Extraordinary, Unusual and Infrequently Occurring Events
         and Transactions (Opinion 30), for the disposal of a segment of a
         business (as previously defined in that Opinion). Statement 144 retains
         the fundamental provisions in Statement 121 for recognizing and
         measuring impairment losses on long-lived assets held for use and
         long-lived assets to be disposed of by sale, while also resolving
         significant implementation issues associated with Statement 121. For
         example, Statement 144 provides guidance on how a long-lived asset that
         is used as part of a group should be evaluated for impairment,
         establishes criteria for when a long-lived asset is held for sale, and
         prescribes the accounting for a long-lived asset that will be disposed
         of other than by sale. Statement 144 retains the basic provisions of
         Opinion 30 on how to present discontinued operations in the income
         statement but broadens that presentation to include a component of an
         entity (rather than a segment of a business). Unlike Statement 121, an
         impairment assessment under Statement 144 will never result in a
         write-down of goodwill. Rather, goodwill is evaluated for impairment
         under Statement No. 142, Goodwill and Other Intangible Assets.



                                       39
<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999



         The Company is required to adopt Statement 144 no later than the fiscal
         year ended September 30, 2003. Management does not expect the adoption
         of Statement 144 for long-lived assets held for use to have a material
         impact on the Company's financial statements because the impairment
         assessment under Statement 144 is largely unchanged from Statement 121.
         The provisions of the Statement for assets held for sale or other
         disposal generally are required to be applied prospectively after the
         adoption date to newly initiated disposal activities. Therefore,
         management cannot determine the potential effects that adoption of
         Statement 144 will have on the Company's financial statements.

(13)     LIQUIDITY

         The accompanying financial statements have been prepared on a going
         concern basis, which contemplates the realization of assets and the
         satisfaction of liabilities in the normal course of business. During
         fiscal 2001, the Company experienced significant operating losses with
         corresponding reductions in working capital and net worth and a
         substantial portion of its bank debt is included in current liabilities
         as of September 30, 2001 because it is due within one year. Management
         has determined that its internal cash flows will be insufficient to
         fund working capital requirements and debt payments in 2002. The
         Company's revenues and backlog have also decreased substantially during
         2001, 2000, and 1999. These factors among others raise substantial
         doubt about the Company's ability to continue as a going concern.

         Since joining the Company in July 2000, the new chief executive officer
         and the Company's new management team have been developing operational
         and financial restructuring plans designed to improve operating
         efficiencies, eliminate cash losses and position the Company for
         profitable operations. Under this new leadership, the Company
         implemented plans to reduce non-core spending activities, reduce
         overhead, outsource certain components of projects and renegotiate its
         bank agreements. The Company is also actively pursuing additional
         financing alternatives that include new strategic investors, or
         potentially selling substantial Company assets. There is no assurance
         that such strategies will be successful in the planned timeframe or
         that senior lenders will further postpone principal payments, if
         necessary.

         The financial statements do not include any adjustments relating to the
         recoverability of assets and the classifications of liabilities that
         might be necessary should the Company be unable to continue as a going
         concern. However, management believes that its turnaround efforts, if
         successful, will improve operations and generate sufficient cash to
         meet its obligations in a timely manner.



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<PAGE>
                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                        September 30, 2001, 2000 and 1999



(14)     SUBSEQUENT EVENT

         On December 28, 2001, the Company completed a Waiver Agreement and
         Amendment No. 12 to Credit Agreement and Other Loan and Lease Documents
         (the "Agreement") with its senior lenders. The Agreement waives all
         financial covenant defaults, changes loan maturity dates and continues
         principal prepayment incentives. Under this Agreement, senior lenders
         accepted a cash payment of $1,250,000 and non-convertible preferred
         stock with a face value of $3,200,000 in payment of the $4,400,000 line
         of credit and all but $3,000,000 of the note payable. The Agreement
         provides for the remaining $3,000,000 note payable to be reduced to
         zero with a cash payment of up to $875,000 by March 31, 2002, after
         which time the entire remaining balance is due. Until the amount is
         repaid, the note payable bears interest at prime rate plus 1.00%.

         The preferred stock was issued in the form of 1.6 million shares of
         Series A Preferred Stock, no par value per share, at an original issue
         price of $2.00 per share. The Company is entitled to redeem the shares
         within one year of issuance at $1.00 per share ($1.6 million), and the
         redemption price increases $.20 per year until the fifth anniversary,
         at which time the shares must be redeemed at a price of $2.00 per
         share. The Agreement calls for a mandatory payment of $800,000 by the
         third anniversary. The preferred stock earns a dividend at the annual
         rate of 5.00% of the then redemption price on a cumulative,
         non-participating basis and has a liquidation preference equal to the
         then redemption value of shares outstanding at the time of such
         liquidation.

         This Company will recognize an extraordinary gain in the form of debt
         forgiveness income in the fiscal quarter ending December 31, 2001 as a
         result of this Agreement.

         The Company has the opportunity to realize additional debt forgiveness
         income in the fiscal quarter ending March 31, 2002 of between
         $2,225,000 and $2,125,000 in the event the note payable is repaid by
         March 31, 2002.

         The Company is working with potential lending and equity sources to
         secure funds for operations and to repay senior lenders to take
         advantage of the debt forgiveness opportunity, but there is no
         assurance it will be successful within the time constraints. The debt
         facility is secured by substantially all assets of the Company.



                                       41
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

        None.

                                    PART III.


The information required by Part III (Items 10, 11, 12 and 13) has been
incorporated herein by reference to the Company's definitive Proxy Statement to
be used in connection with the 2001 Annual Meeting of Shareholders in accordance
with General Instruction G (3) of Form 10-K.



                                    PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)      (1)      Financial Statements

                  Included in Part II of this Report:

                  Independent Auditors' Report
                  Consolidated Balance Sheets, September 30, 2001 and 2000

                  Consolidated Statements of Operations, Years Ended September
                  30, 2001, 2000 and 1999

                  Consolidated Statements of Stockholders' Equity, Years Ended
                  September 30, 2001, 2000 and 1999

                  Consolidated Statements of Cash Flows, Years Ended September
                  30, 2001, 2000 and 1999

                  Notes to Consolidated Financial Statements, September 30,
                  2001, 2000 and 1999

         (2)      Financial statement schedules

                  Included in Part IV of this report:

                  Financial statement schedules required to be filed have been
                  omitted because they are not applicable, or the required
                  information is set forth in the applicable financial
                  statements or notes thereto.



                                       42
<PAGE>

         (3)      Exhibits

                  The following exhibits are filed herewith or incorporated by
                  reference herein (according to the number assigned to them in
                  Item 601 of Regulation S-K), as noted:

         3.       Articles of Incorporation and By-Laws

         3.1      Articles of Incorporation, as amended (incorporated by
                  reference to ASI's Registration Statement on Form S-18,
                  (Registration No. 2-93108-D).)

         3.3      By-Laws (incorporated by reference to ASI's Registration
                  Statement on Form S-18 (Registration No. 2-93108-D).

         3.3      Amendment to By-laws (incorporated by reference to ASI's
                  Annual Report on Form 10-K for the year ended September 30,
                  1998).

         4.       Instruments defining the rights of Security Holders including
                  Indentures

                  Form of Stock Certificate (incorporated by reference to ASI's
                  Registration Statement on Form S-18 (Registration No.
                  2-93108-D).)

         10.      Material Contracts

         10.1     Employment Agreement dated June 27, 1994 between ASI and
                  Sidney V. Corder, Chief Executive Officer and President,
                  (incorporated by reference to ASI's Quarterly Report on Form
                  10-QSB for the quarter ended June 30, 1994.)

         10.2     Stock Option Plan dated December 17, 1987 as amended on August
                  31, 1992 (incorporated by reference to ASI's Annual Report on
                  Form 10-K for the fiscal year ended September 30, 1992.)

         10.3     1993 Non-Qualified Stock Option Plan dated December 11, 1992
                  (incorporated by reference to ASI's Proxy Statement dated
                  January 11, 1993.)

         10.4     Analytical Surveys, Inc. Incentive Bonus Plan (incorporated by
                  reference to ASI's Annual Report on Form 10-K for fiscal year
                  ended September 30, 1992.)

         10.5     1995 Non-Qualified Stock Option Plan dated August 22, 1995
                  (incorporated by reference to ASI's Annual Report on Form
                  10-KSB for the fiscal year ended September 30, 1995.)

         10.6     Real Estate Lease between MSE Realty, LLC and MSE Corporation,
                  dated July 2, 1997 (incorporated by reference to ASI's Annual
                  Report on Form 10-K for the fiscal year ended September 30,
                  1998.)

         10.7     Analytical Surveys, Inc. 1997 Incentive Stock Option Plan, as
                  amended and restated (incorporated by reference to Amendment
                  No. 1 to ASI's Quarterly Report on Form 10-Q for the quarter
                  ended December 31, 1998.)



                                       43
<PAGE>

         10.8     Credit Agreement between ASI and Bank One, Colorado, N.A.
                  dated June 3, 1998 (including Exhibits A-1, A-2, A-3, C D and
                  E thereto) (incorporated by reference to ASI's Quarterly
                  Report on Form 10-Q for the quarter ended June 30, 1998.)

         10.9     Amendment No. 1 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of July 10, 1998 (incorporated by
                  reference to ASI's Annual Report on Form 10-K for the year
                  ended September 30, 1998).

         10.10    Amendment No. 2. To Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of October 20, 1998 (incorporated by
                  reference to ASI's Annual Report on Form 10-K for the year
                  ended September 30, 1998).

         10.11    Amendment No. 3 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of November 24, 1998 (incorporated by
                  reference to ASI's Annual Report on Form 10-K for the year
                  ended September 30, 1998).

         10.12    Registration Rights Agreement dated July 2, 1997, between ASI
                  and Sol C. Miller (incorporated by reference to ASI's Current
                  Report on Form 8-K dated July 16, 1997, as amended on
                  September 9, 1997).

         10.13    Employment Agreement dated July 10, 2000, between ASI and J.
                  Norman Rokosh.

         10.14    Employment Agreement dated February 9, 2000, between ASI and
                  Michael A. Renninger.

         10.15    Employment Agreement dated January 31, 2000 between ASI and
                  David O. Hicks.

         10.16    Analytical Surveys, Inc. Officer and Employee Recruitment
                  Stock Incentive Plan and form of stock option agreement.

         10.17    Analytical Surveys, Inc. Year 2000 Stock Incentive Plan and
                  form of agreement.

         10.18    Amendment No. 4 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of January 1, 1999 (incorporated by
                  reference to ASI's Annual Report on Form 10-KA for the year
                  ended September 30, 2000).

         10.19    Amendment No. 5 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of November 24, 1998 (incorporated by
                  reference to ASI's Annual Report on Form 10-KA for the year
                  ended September 30, 2000).

         10.20    Amendment No. 6 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of May 30, 2000 (incorporated by
                  reference to ASI's Annual Report on Form 10-KA for the year
                  ended September 30, 2000).

         10.21    Amendment No. 7 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of August 1, 2000 (incorporated by
                  reference to ASI's Annual Report on Form 10-KA for the year
                  ended September 30, 2000).



                                       44
<PAGE>

         10.22    Amendment No. 8 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of September 8, 2000 (incorporated by
                  reference to ASI's Annual Report on Form 10-KA for the year
                  ended September 30, 2000).

         10.23    Exhibit A-1 to Promissory Note dated as of September 8, 2000
                  (incorporated by reference to ASI's Annual Report on Form
                  10-KA for the year ended September 30, 2000).

         10.24    Amendment No. 9 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of December 28, 2000.

         10.25    Amendment No. 10 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of March 31, 2001.

         10.26    Amendment No. 11 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of May 31, 2001.

         10.27    Employment Agreement dated July 10, 2001, between ASI and J.
                  Norman Rokosh.

         10.28    Amendment No. 12 to Credit Agreement between ASI and BankOne,
                  Colorado, N.A. dated as of December 28, 2001.


         23.      Consent of Experts and Counsel:

                       Consent of KPMG LLP.


(b)      Reports on Form 8-K filed during the quarter ended September 30, 2001.

         8-K filed July 13, 2001 -- Unaudited Condensed Consolidated Balance
         Sheet Information

         8-K/A filed July 16, 2001 -- Revised Unaudited Condensed Consolidated
         Balance Sheet Information

         8-K filed August 7, 2001 -- Waiver Agreement and Amendment No. 11 to
         Credit Agreement and Other Loan and Lease Documents


                                       45
<PAGE>

SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

         By:    /s/ Joseph N. Rokosh                     Date: December 31, 2001
              ---------------------------------------          -----------------
                Joseph N. Rokosh,
                President and Chief Executive Officer

         By:    /s/ Michael A. Renninger                 Date: December 31, 2001
              ---------------------------------------          -----------------
                Michael A. Renninger
                Chief Financial Officer



                                       46