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                       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, 1999

                                       OR

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

                 FOR THE TRANSITION PERIOD FROM         TO
                                               ---------  ---------
                         COMMISSION FILE NUMBER 0-13111

                            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 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 $68,921,072, based on the closing price of
the Common Stock on December 28, 1999.

The number of shares outstanding of the registrant's Common Stock, as of
December 28, 1999, was 6,953,190.

                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into Part III of this
Report: the Registrant's definitive proxy statement for its 2000 Annual Meeting
of Shareholders.


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                                TABLE OF CONTENTS

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                                     PART I.

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

Item 2.        Properties.........................................................................9

Item 3.        Legal Proceedings..................................................................9

Item 4.        Submission of Matters to a Vote of Security Holders................................9

                                    PART II.

Item 5.        Market for Common Equity and Related Stockholder Matters...........................9

Item 6.        Selected Financial Data...........................................................10

Item 7.        Management's Discussion and Analysis of Financial Condition and Results of
               Operations........................................................................11

Item 7A.       Quantitative and Qualitative Disclosures about Market Risk........................17

Item 8.        Financial Statements and Supplementary Data.......................................18


Item 9.        Changes in and Disagreements with Accountants on Accounting and Financial
               Disclosure........................................................................34

                                    PART III.

 The information required by Part III (Items 10, 11, 12 and 13) is incorporated
  by reference to the Company's Proxy Statement for its 1999 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..................34
</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, digital mapping services, 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 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. Its current customers
include but are not limited to the New York City Department of the Environment,
Florida Power & Light, Niagara Mohawk Power Company, Entergy, Michigan
Consolidated Gas, U S WEST and FirstEnergy Corp.

              The Company believes that the market for geographic information
systems is experiencing 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.

              ASI has increased its sales through internal growth and
acquisitions from $11.1 million for fiscal 1994 to $113.5 million for fiscal
1999, a compound annual growth rate of 59.2%. In addition, the Company's net
income has increased from $804,000 to $9.2 million over the same period, a
compound annual growth rate of 62.8%. As of September 30, 1999, ASI's backlog,
which represents the amount of revenue that has not been earned on signed
contracts, was $69.5 million, up from $10.5 million at September 30, 1994, but
less than the $99 million at September 30, 1998. As discussed more fully in Item
7, Management's Discussion and Analysis of Financial Condition and Results of
Operations, the Company encountered a slow down in new contract signings during
fiscal year 1999.

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 Company's strategy:

                     EXPAND BUSINESS IN NEW MARKETS. The Company believes that
                     there is significant potential in new markets outside of
                     its existing core markets of utilities and state and local
                     governments. These new markets include transportation,
                     wireless telecommunications, insurance and others. The
                     Company intends to capitalize on these new markets by
                     expanding its portfolio of services to include more
                     consulting, GIS design, implementation and system operation
                     services. The Company believes it can be successful in
                     these new markets by making GIS more accessible to those
                     potential customers who may be less familiar with benefits
                     of GIS. See Risk Factors - Risks Associated with Entry into
                     New Markets.

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

                     EXPAND INTO INTERNATIONAL MARKETS. In fiscal 1999, revenues
                     from international sales represented approximately 7% of
                     the Company's total revenues. The Company intends to
                     increase its share of the international GIS services market
                     by targeting international


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                     GIS users within its core markets. The Company believes
                     that alliances with local businesses or individuals may be
                     important to successful entry into certain international
                     markets. The Company intends to continue to seek out such
                     relationships and to continue to market directly to
                     international GIS users. See "Sales and Marketing."

                     CONSOLIDATE INDUSTRY EXPERTISE AND "BEST PRACTICES" THROUGH
                     STRATEGIC ACQUISITIONS. In 1995, ASI embarked on a strategy
                     to acquire companies with demonstrated records of
                     performance, proven operating methods, solid management
                     teams and complementary technologies and customer bases.
                     The Company completed four strategic acquisitions that
                     expanded the Company's geographical scope, capacity,
                     customer base, product offerings, proprietary technology
                     and operational expertise. The Company continues to seek
                     acquisition opportunities that will contribute to its
                     growth and expertise. See Risk Factors - Risks Associated
                     with Acquisition Strategy.

                     CONTINUE TO MAINTAIN AND DEVELOP TECHNOLOGICAL AND
                     OPERATIONAL LEADERSHIP. The Company believes that its past
                     success has been largely due to its technological expertise
                     and operating procedures. 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 digital
base maps and 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 digital land
              base maps from paper maps, aerial photographs, land surveys and
              legal descriptions. The base maps are created using one of three
              technologies, depending on the needs of the customer:
              photogrammetric mapping, digital orthophotography or cadastral
              mapping.

              PHOTOGRAMMETRIC MAPPING. Photogrammetric mapping produces a
              digital land base map using data that is extracted from aerial
              photographs. The process uses an analytical stereoplotter (a
              three-dimensional viewing and data recording device), specialized
              computer equipment and proprietary software and operating
              procedures to draw, with lines, a highly precise map of visible
              ground features. Photogrammetric mapping may include contour and
              elevation information.

              DIGITAL ORTHOPHOTOGRAPHY. Digital orthophotography is used to
              create richly detailed digital maps that have the appearance of,
              and are based on, aerial photographs. Aerial photographs are
              scanned into a computer, and the resulting image is corrected
              (orthorectified) to delete distortions in order to produce a
              highly precise map. Vector lines can be superimposed onto the map
              to enable users to determine the precise location of any
              particular feature or to measure distances from one feature to
              another. Digital orthophotographs also can be used as base maps
              for the layering of additional geo-referenced data.

              CADASTRAL MAPPING. Cadastral maps illustrate property lines and
              are prepared by digitizing existing paper maps or 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


                                      - 2 -

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              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
four 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 and Cartotech, Inc.
("Cartotech") located in Texas in June 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. In 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 also acquired the assets of Measurement Sciences, Inc.
(MSI) for 21,850 shares of restricted common stock valued at approximately
$514,000. MSI provides land surveying, airborne gps and high accuracy data
gathering and measurement services. MSI's revenues for its most recent fiscal
year preceding the purchase were $1.6 million, which included $731,000 of
services purchased by ASI.

              As part of its efforts to further streamline its operations, 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. in order to
simplify management of its overseas production and to expand its available
capacity in India.

CUSTOMERS

              The Company derives its revenues primarily from two core markets,
utilities and state and local governments, and also serves federal agencies and
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 1998 or
fiscal 1999. 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.

              During 1999 the Company initiated steps to improve and expand its
sales and marketing efforts beyond the Company's existing core markets. These
efforts include an increase in the number of sales professionals, who are highly
experienced in a variety of new and existing markets, expanded training in the
sale of professional services and developing new marketing communications aimed
at new markets such as transportation, wireless telecommunications, insurance
and financial services.

              The Company believes that alliances with local businesses or
individuals may be important to successful entry into certain international
markets and intends to continue to seek out such relationships and to market
directly to international 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. In 1999 the Company
encountered unusual delays in the contract award and signing processes primarily
due to the


                                      - 3 -

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impact of consolidation in the utility industry and customer concerns regarding
the year 2000 computer problem. Most contracts take from six to 48 months to
complete. See "Risk Factors - Dependence on Business Alliances."

SUBCONTRACTORS

              ASI employs certain selected subcontractors for tasks outside its
expertise, such as aerial photography. The Company also uses subcontractors when
necessary to expand capacity, meet deadlines, reduce production costs, manage
work load and encourage businesses owned by women and minorities. In May 1998,
the Company acquired Interra Technologies, a 280-employee India-based company,
for $438,000. In September 1999 the Company sold its India-based company to
Infotech Enterprises, Ltd. ("Infotech"), another of its India-based
subcontractors. The Company entered into a five year agreement with Infotech to
assure the Company's continued exclusive access to Infotech's production
capacity. Under the agreement, the Company also licensed certain of its
proprietary production technology to Infotech and provided certain assurances of
production volume to Infotech. See "Risk Factors--Dependence on Subcontractors",
"--Dependence on Offshore Operations" and "--Personnel."

RESEARCH AND DEVELOPMENT

              The Company believes that its past success has been largely due to
its technological expertise and operating procedures. 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.

              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 expenses, although the Company retains ownership of such proprietary
software or products. Approximately 35 employees are substantially engaged in
research and development efforts including three in its Advanced Technology
Division. The Company expended $274,905, $255,928 and $291,073 in its Advanced
Technology Division for the fiscal years ended September 30, 1997, 1998 and 1999
respectively. 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. Additionally,
as the GIS services industry evolves, additional competitors with greater
resources than the Company may enter the industry. Two large companies with
substantial financial resources have launched satellites with imagery technology
that provides much more detailed photographs than have been available with such
technology in the past. Although current commercially available satellite
imagery does not provide the degree of resolution required by most of the
Company's customers, if such technology becomes commercially available,
satellite companies may attempt to enter our segments of the GIS services
business or could form strategic alliances with the Company's competitors, and
thereby could pose a substantial competitive threat to the Company. 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, and 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


                                      - 4 -

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methods. The Company also 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."

PERSONNEL

              As of September 30, 1999, ASI had approximately 1225 employees,
virtually all of whom are full-time. ASI does not have a collective bargaining
agreement with any of its employees and generally considers relations with its
employees to be good.

                                  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.

RISKS ASSOCIATED WITH ACQUISITION STRATEGY

              Acquisitions involve a number of special risks, including, but not
limited to, potential adverse short-term effects on the Company's operating
results, diversion of management's attention, the loss of key personnel, risks
associated with the assimilation of the operations and personnel of the acquired
companies, unanticipated business problems or legal liabilities and amortization
of acquired intangible assets. In addition, when the Company acquires another
business, it assumes the obligation to complete the acquired company's contracts
that are in process. The Company's results of operations following any
acquisition will depend, in part, on the ability of the Company to profitably
complete such contracts, which could be adversely affected by the acquired
company's underestimation of the cost or amount of work required to complete the
project as well as additional costs necessary to correct problems associated
with the acquired company's prior performance. There is no assurance that the
Company will be able to integrate acquired businesses into the Company without
substantial costs, delays or other operational or functional difficulties, or to
obtain the synergies expected from such acquisitions. Some or all of these risks
could have a material adverse effect on the Company. In addition, there can be
no assurance that the Company will be able to identify and acquire additional
strategic businesses, and, to the extent that consolidation becomes more
prevalent in the GIS services industry, the prices for attractive acquisition
candidates may reach unacceptably high levels. The inability of the Company to
implement and manage its acquisition strategy successfully for the reasons set
forth above or for other reasons would have an adverse effect on the Company.

ABILITY TO MANAGE GROWTH

              The Company has grown substantially since 1996 and, in particular,
since its acquisition of MSE in July 1997 and Cartotech in June 1998. An
integral part of the Company's strategy is to continue its growth, both as a
result of acquisitions and increased sales by the Company to new and existing
clients. To the extent that the Company is able to continue to grow, its ability
to manage any such growth will be critical to its success. The Company's growth
will require the establishment of financial controls and accounting procedures
at the acquired companies and the control of acquisition-related overhead. Such
growth also will require the continued 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 firms, independent
firms, large companies with GIS services divisions, customer in-house operations
and international low-cost providers of data conversion services. Additionally,
as the GIS services industry evolves, additional competitors with greater
resources than the Company may enter the industry. Two large companies with
substantial financial resources have launched satellites with imagery technology
that provides much more detailed photographs than have been available with such
technology in the past. Although current commercially available satellite
imagery does not provide the degree of resolution required by most of the
Company's customers, if such technology becomes commercially available,
satellite companies may attempt to enter our segments of


                                      - 5 -

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the GIS services business or could form strategic alliances with the Company's
competitors, and thereby could pose a substantial competitive threat to the
Company. 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. A number of the
Company's competitors or potential competitors have capabilities and resources
greater than those of the Company.

RISKS ASSOCIATED WITH TERMS OF CUSTOMER CONTRACTS

              Virtually all 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. As the
Company increases its marketing efforts to obtain larger projects, the needs to
estimate costs accurately and to control costs of performance become more
important. Schedule delays resulting from a customer's lack of available funding
or schedule compressions required by customers 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
contract terminations or slowdowns. Long-term, fixed-price contracts for larger
projects generally increase the Company's risk due to inflation.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS; VOLATILITY OF STOCK PRICE

              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 effects of acquisitions, 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
subcontractors to obtain satisfactory aerial photography. 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,
seasonal limitations on obtaining aerial photography and seasonal slowdowns
associated with the year-end holidays.

              The 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 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 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, it will be necessary for the Company to 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. Although
the Company believes that its operating procedures and proprietary software have
been important factors in its success, the technology used by the Company in
developing its proprietary software is readily available to, or could legally be
duplicated by, its competitors. The Company does not have any patent protection
for its products or technology. Although the Company relies to a great extent on
trade secret protection for much of its technology and has obtained
confidentiality agreements from most of its employees, 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.

                                      - 6 -

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DEPENDENCE ON CERTAIN CUSTOMER MARKETS

              The Company derives its revenues primarily from two core markets,
utilities and state and local governments, and also serves federal agencies and
commercial businesses. The ongoing consolidation of the utility industry could
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.

RISK ASSOCIATED WITH ENTRY INTO NEW MARKETS

              The Company's strategy is to enter into new markets for GIS and
related services, such as wireless telecommunications, and provide additional
services, such as consulting. The Company anticipates that these marketing
efforts will require additional expenditures for personnel, training and capital
investments. To the extent that additional sales generated from these new
markets do not offset the additional expenses, the Company's profitability could
be adversely affected. The Company cannot predict whether current or future
customers will purchase these additional services or whether the Company will be
successful in penetrating these new markets. If the Company is unable to
successfully penetrate these new markets, its revenues will not increase as
anticipated. In addition, the focus on new markets may direct the Company's
attention away from its core markets, which could cause the Company's revenues
in its established markets to decline.

DEPENDENCE ON INTERNAL LABOR FORCE

              The Company's business is labor-intensive and requires trained
employees. In order to support additional growth, if any, the Company must
increase production capacity by the addition of more 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. Although the Company believes that its employee
turnover rate is at an acceptable level, turnover could increase for any of
several reasons, including the disruption that is sometimes associated with the
acquisition of businesses and increased competition for labor in any geographic
area where the Company operates. A higher turnover rate 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

              ASI employs certain selected subcontractors for tasks outside its
expertise, such as aerial photography. The Company also uses subcontractors for
work similar to that performed by ASI employees in order to expand capacity,
meet deadlines, reduce production costs, manage work load and encourage
businesses owned by women and minorities. The inability to obtain the services
of such qualified subcontractors when needed or at all could have a material
adverse effect on the Company.

RISKS RELATING TO INTERNATIONAL SALES

              In fiscal 1999, revenues from international sales represented
approximately 7% of the Company's total revenues. The Company intends to
continue expanding its operations outside the United States and to enter
additional international markets, which will require management attention and
financial resources. If foreign sales become a more significant component of the
Company's net sales, the Company's business will become more vulnerable to the
inherent risks of doing business internationally, including increased
difficulties in collection of accounts receivable, unexpected changes in
regulatory


                                      - 7 -

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requirements, tariffs and other trade barriers, fluctuations in currency
exchange rates, potentially adverse tax consequences and political instability.
The existence or occurrence of any one of these factors 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. Furthermore, the Company's efforts to expand into new
markets may adversely affect its current and future relationships with these
participants. 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 in large part upon the
continued service of its executive officers and other key employees. 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.
Moreover, in order to support additional growth, if any, the Company will be
required to recruit, develop and retain additional qualified management
personnel. The loss of 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 data
capture tasks at lower costs than could be achieved in the United States. While
the amounts paid for the performance of services overseas have not, to date,
been material, 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. In the past, India has experienced
significant inflation as well as civil unrest and regional conflicts. Moreover,
the Indian government has exercised and continues to exercise significant
influence over many aspects of the Indian economy. 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. Although the
Company has no present intention to issue any preferred stock, any such issuance
could be used to discourage an unsolicited acquisition proposal by a third
party.

              For risks related to the Year 2000 problem, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Year
2000 Issues".


                                      - 8 -

<PAGE>

ITEM 2.      PROPERTIES.

             The Company's office and production facilities are described in the
table below. All properties are leased.


<TABLE>
<CAPTION>

                  Location                                  Square Footage           Lease Termination
<S>                                                         <C>                      <C>
                  Colorado Springs, Colorado                    43,100                       2004
                  Cary, North Carolina                          23,500                       2000
                  Waukesha, Wisconsin                           25,300                       1999
                  Indianapolis, Indiana                        114,300                       2002*
                  San Antonio, Texas                            23,500                       2003
</TABLE>

---------------------------------
* two five-year options available

             The Company believes that these facilities are in generally good
condition and adequate for its current needs. ASI also operates sales offices in
Denver, Colorado; Sterling, Virginia (near Washington, D.C.); Mt. Laurel, New
Jersey (near Philadelphia, Pennsylvania); and Long Beach, California.

ITEM 3.      LEGAL PROCEEDINGS.

             The Company is involved in various claims and disputes incidental
to its present and former businesses, and the disposition of past properties and
former businesses, none of which are material.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

             There were no matters submitted to a vote of the Company's
shareholders during the fourth quarter of the year ended September 30, 1999.

                                    PART II.

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

             The Company's Common Stock is traded publicly under the symbol
"ANLT" on the Nasdaq National Market System. The table below sets forth the
range of the per share high and low bid prices of the Common Stock for each
quarterly period for the fiscal years ended September 30, 1998 and 1999 as
reported by Nasdaq. These prices reflect inter-dealer quotations without
adjustments for retail markup, markdown or commission, and do not necessarily
represent actual transactions.

<TABLE>
<CAPTION>

Fiscal Year Ended September 30, 1998                     High             Low
                                                         ----             ---
<S>                                                      <C>             <C>
                  First Quarter                          $35.50          18.75
                  Second Quarter                         $54.00          29.75
                  Third Quarter                          $52.94          21.88
                  Fourth Quarter                         $39.00          15.13

Fiscal Year Ended September 30, 1999

                  First Quarter                          $34.75          15.38
                  Second Quarter                         $37.44          17.06
                  Third Quarter                          $27.00          21.00
                  Fourth Quarter                         $29.25          13.25
</TABLE>

         As of December 28, 1999 there were approximately 8,800 shareholders
which includes investors holding stock in "street name." and 6,953,190 shares of
Common Stock outstanding,

         Holders of the Common Stock are entitled to receive dividends as and
when they may be declared by the Company's Board of Directors. No dividends have
ever been paid with respect to the Common Stock, and the Company expects to
retain earnings to finance the expansion and development of


                                      - 9 -

<PAGE>

its business for the foreseeable future. In addition, the Company's current bank
loans prohibit the payment of any dividends without the bank's consent.

ITEM 6.      SELECTED FINANCIAL DATA.

             The following selected consolidated financial data as of and for
the fiscal years ended September 30, 1995, 1996, 1997, 1998 and 1999 are derived
from consolidated financial statements of the Company which have been audited by
KPMG LLP, independent accountants. The Company's historical consolidated
financial statements as of September 30, 1998 and 1999 and for the years ended
September 30, 1997, 1998, 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.

<TABLE>
<CAPTION>

                                                                 1995      1996(1)(2)      1997(3)      1998(4)      1999
                                                              ---------    ---------    ---------    ---------    ---------
<S>                                                           <C>          <C>          <C>          <C>          <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:

Sales                                                         $  13,538       22,669       40,799       88,155      113,548
Cost and expenses:

Salaries, wages and related benefits                              5,247       10,501       19,792       42,953       57,821

Subcontractor costs                                               3,244        3,898        5,899       11,961       15,628

Other general and administrative                                  2,244        3,681        7,115       14,964       17,708

Depreciation and amortization                                       784        1,184        1,780        3,860        5,661
                                                              ---------    ---------    ---------    ---------    ---------

                                                                 11,519       19,264       34,586       73,738       96,818
                                                              ---------    ---------    ---------    ---------    ---------

Earnings from operations                                          2,019        3,405        6,213       14,417       16,730
Other expenses, net                                                 119          339          770        2,292        1,439
                                                              ---------    ---------    ---------    ---------    ---------

Earnings before income taxes                                      1,900        3,066        5,443       12,125       15,291
Income tax expenses                                                 716        1,153        2,112        4,894        6,023
                                                              ---------    ---------    ---------    ---------    ---------

Net earnings                                                  $   1,184        1,913        3,331        7,231        9,268
                                                              ---------    ---------    ---------    ---------    ---------
                                                              ---------    ---------    ---------    ---------    ---------
Diluted earnings per share                                    $    0.27         0.38         0.60         1.06         1.29
                                                              ---------    ---------    ---------    ---------    ---------
                                                              ---------    ---------    ---------    ---------    ---------

Weighted average common shares outstanding-diluted                4,408        5,033        5,562        6,819        7,177

CONSOLIDATED BALANCE SHEET DATA:
Working capital                                               $   5,738        9,986       21,085       40,986       47,042
Total assets                                                  $  10,048       21,988       50,146       94,540       95,830
Long-term debt, less current maturities                       $     408        4,528       14,145       29,920       20,339
Total stockholders' equity                                    $   6,654       10,926       23,831       44,463       57,141
</TABLE>


-----------
(1)    In December 1995 the Company acquired Intelligraphics for $3.5 million in
       cash and 345,000 shares of restricted Common Stock valued at $891,000.
(2)    In July 1996 the Company acquired ASI Landmark for $2.0 million in cash.
(3)    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.
(4)    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.


                                     - 10 -

<PAGE>

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 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 ITEM 1
BUSINESS RISK FACTORS AND STATEMENTS RELATING TO COMPETITION, FUTURE
ACQUISITIONS, MANAGEMENT OF GROWTH, INTERNATIONAL SALES, THE COMPANY'S STRATEGY,
FUTURE SALES, YEAR 2000 COMPLIANCE, FUTURE EXPENSES AND FUTURE LIQUIDITY AND
CAPITAL RESOURCES. ALL FORWARD-LOOKING STATEMENTS IN THIS FORM 10-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, THOSE DISCUSSED BELOW, IN ITEM 1. BUSINESS "RISK
FACTORS" AND ELSEWHERE IN THIS FORM 10-K.

OVERVIEW

       ASI, a leading provider of data conversion and digital mapping services
to users of customized geographic information systems, was founded in 1981 by
John A. Thorpe. From 1981 to 1990, the Company experienced steady growth in
revenues with periodic fluctuations in financial results. In 1990, the Company
implemented a controlled growth strategy, including improving and standardizing
operating controls and procedures, investing in infrastructure, upgrading the
Company's proprietary software and establishing capital sources.

       In 1995, ASI embarked on a growth strategy which 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. 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 and Cartotech, Inc. ("Cartotech") located in Texas in June 1998.

       In conjunction with the above acquisitions, the Company has recorded
goodwill, which represents the excess of the purchase price over the fair value
of the net assets acquired in business combinations. As of September 30, 1999,
goodwill, net of accumulated amortization, was $22.1 million. The Company
amortizes the value of the intangible assets acquired in its recent business
acquisitions over a period of 15 years, representing the expected period of
benefit from the acquisitions. The Company believes this amortization period to
be appropriate based on the historical and forecasted operating results of the
acquired businesses.

       Changes in market conditions were encountered in fiscal year 1999 which
resulted in a reduction of timely order flow and reduced the Company's order
backlog to $69.5 million at September 30, 1999. Management believes these market
conditions were primarily caused by consolidation in the utility industry and
year-2000 computer concerns. Investments in expanded market development
activities combined with the reduced order backlog will prevent the Company from
achieving its historical range of growth during fiscal year 2000. Management's
long-term growth objectives have not changed. Management believes that these
market conditions are short term and that the order volume will begin to
accelerate in the latter portion of fiscal 2000. The Company believes that its
growth in revenue will improve during the last half of fiscal 2000 which
improvement will carry over to fiscal 2001. Management expects that revenue for
fiscal 2000 will equal or slightly exceed revenue results reported in fiscal
1999. These results depend upon improved market conditions and the Company
obtaining related new orders. Management continues to monitor production
requirements and seeks to optimize its domestic and overseas production
capacities to match actual production requirements.


                                     - 11 -

<PAGE>

       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; these estimates are reevaluated monthly. At each
accounting period and for each of the Company's contracts, the percentage of
completion is based on production costs incurred to date as a percentage of
total estimated production costs. This percentage is then multiplied by the
contract's total value to calculate the sales revenue to be recognized.

       Production costs consist of internal costs, primarily salaries and wages,
and external costs, primarily subcontractor costs. Internal and external
production costs may vary considerably among projects and during the course of
completion of each project. As a result, the Company experiences yearly and
quarterly fluctuations in production costs, in salaries, wages and related
benefits and in subcontractor costs. These costs may vary as a percentage of
sales from period to period. The Company anticipates that, as a percentage of
sales, subcontractor costs will increase, with a corresponding decrease in
salaries, wages and related benefits, due, in part, to the Company's September
1999 sale of Cartographic Sciences (formerly Interra Technologies), an
India-based company that, following the sale, became a provider of subcontractor
services to the Company. The following table illustrates the relationship of
salaries, wages and related benefits and subcontractor costs:

<TABLE>
<CAPTION>

                                                     YEAR ENDED SEPTEMBER 30,
                                                   1997         1998         1999
                                                   ----         ----         ----
<S>                                                <C>          <C>          <C>
PERCENTAGE OF SALES:
Salaries, wages and related benefits               48.5%        48.7%        50.9%
Subcontractor costs                                14.5%        13.6%        13.8%

     Total production costs                        63.0%        62.3%        64.7%
</TABLE>

              The Company recognizes losses on contracts in the period such loss
is determined. From the beginning of fiscal 1997 through the end of fiscal 1999,
the Company has recognized aggregate losses on contracts of approximately $1.4
million. Over the same period, the Company recognized sales of $242.5 million.
Sales and marketing expenses associated with obtaining contracts are expensed as
incurred.

              A number of the projects awarded to the Company are relatively
large ($2 million or greater), 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 - 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, so that the costs of such efforts are
included as an integral part of the Company's services. Such custom-designed
software can often be applied to projects for other customers. These amounts
expended by the Company are not included in research and development expenses,
although the Company retains ownership of such proprietary software or products.
The Company, through its Advanced Technology Division, also engages in research
and development activities independently of the Company's work on particular
customer projects. For fiscal 1997, 1998 and 1999, the Company expended
$274,905, $255,928 and $291,073, respectively on such independent research and
development activities in the Advanced Technology Division.

RESULTS OF OPERATIONS

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


                                     - 12 -

<PAGE>

<TABLE>
<CAPTION>

                                                                                     1997         1998         1999
<S>                                                                                  <C>          <C>          <C>
PERCENTAGE OF SALES:
Sales                                                                                100.0%       100.0%       100.0%
Costs and expenses:
Salaries, wages and related benefits                                                  48.5         48.7         50.9
Subcontractor costs                                                                   14.5         13.6         13.8
Other general and administrative                                                      17.4         16.9         15.6
Depreciation and amortization                                                          4.4          4.4          5.0
                                                                                     -----        -----        -----
Earnings from operations                                                              15.2         16.4         14.7
Other expense, net                                                                     1.9          2.6          1.2
                                                                                     -----         ----         ----
Earnings before income taxes                                                          13.3         13.8         13.5
Income tax expense                                                                     5.1          5.6          5.3
                                                                                     -----         ----         ----
Net earnings                                                                           8.2          8.2          8.2
                                                                                     -----         ----         ----
                                                                                     -----         ----         ----
</TABLE>

FISCAL YEARS ENDED SEPTEMBER 30, 1999 AND 1998

SALES. The Company's sales consist of revenue recognized for services performed.
Sales increased 28.8% or $25.4 million to $113.5 million for fiscal 1999 from
$88.2 million for fiscal 1998. This increase was due to an increase in the
number and size of customer contracts with the Company (including Cartotech) as
well as the impact of the acquisition of Cartotech in June 1998. Prior to its
acquisition by the Company, Cartotech's sales for fiscal 1997 were approximately
$14.6 million.

              In the first quarter of fiscal year 2000, the Company
experienced delays in implementing certain cost reduction initiatives
associated with several of our contracts. As the cost reductions were not
realized to the extent originally anticipated, the estimate of the total
production costs for these contracts was increased. Since the cost estimates
are used to determine the amount of revenue to be recognized, the effect of
these changes in cost estimates was to reduce sales and net income for fiscal
1999 by $3.5 million and $2.2 million, respectively, from the Company's
previous estimates. This reduction in revenue will be recovered over the
remaining lives of the affected contracts, approximately six to fifteen
months.

SALARIES, WAGES AND RELATED BENEFITS. Salaries, wages and related benefits
includes employee compensation for production, marketing, selling,
administrative and executive employees. Salaries, wages and related benefits
increased 34.6% to $57.8 million for fiscal 1999 from $43.0 million for
fiscal 1998. This increase was primarily due to the addition of over 270
employees as a result of the Cartotech acquisition in June 1998, as well as
the hiring of additional employees to support the Company's increased
business. As a percentage of sales, salaries, wages and related benefits
increased to 50.9% for fiscal 1999 from 48.7% for fiscal 1998. This increase
was primarily attributable to the upward revisions in total estimated costs
to be incurred for certain contracts, which resulted in a reduction in the
amount of sales recognized. The Company anticipates that, as a percentage of
sales, salaries, wages and related benefits will decrease, with a
corresponding increase in subcontractor costs, due, in part, to the Company's
September 1999 sale of Cartographic Sciences (formerly Interra Technologies),
an India- based company that had been an owned production facility since May
1998.

SUBCONTRACTOR COSTS. Subcontractor costs includes production costs incurred
through the use of third parties for production tasks such as data conversion
services to meet contract requirements, aerial photography and ground and
airborne survey services. Subcontractor costs increased 30.7% to $15.6 million
for fiscal 1999 from $12.0 million for fiscal 1998, and increased as a
percentage of sales to 13.8% for fiscal 1999 from 13.6% for fiscal 1998.

OTHER GENERAL AND ADMINISTRATIVE COSTS. Other general and administrative costs
includes rent, maintenance, travel, supplies, utilities, insurance and
professional services. Such costs increased 18.3% to $17.7 million for fiscal
1999 from $15.0 million for fiscal 1998, primarily due to the acquisition of
Cartotech. As a percentage of sales, other general and administrative costs
decreased to 15.6% for fiscal 1999 from 16.9% for fiscal 1998.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization consists primarily
of amortization of goodwill incurred in connection with the Company's
acquisitions, as well as depreciation of certain of the Company's operating
assets. For fiscal 1999, depreciation and amortization increased 46.7% to $5.7
million from $3.9 million for fiscal 1998. This increase was primarily
attributable to the increased


                                     - 13 -

<PAGE>

goodwill recorded as a result of the Cartotech acquisition. As a percentage of
sales, depreciation and amortization increased to 5.0% for fiscal 1999 from 4.4%
for fiscal 1998.

OTHER EXPENSE, NET. Other expense, net is comprised of net interest expense and
the net gain on sale of assets. Interest expense increased 25.1% to $2.7 million
for fiscal 1999 from $2.2 million in fiscal year 1998. This increase was
primarily due to the full year interest expense on debt incurred in connection
with the acquisition of Cartotech in June 1998. Net gain on sale of assets was
$1.1 million in fiscal 1999, up from $15,000 in fiscal 1998 primarily due to the
gain on sale of the Cartographic Sciences unit.

INCOME TAX EXPENSE. Income tax expense was $6.0 million for fiscal 1999 compared
to $4.9 million for fiscal 1998. The Company's effective income tax rate for
fiscal 1999 was 39.4%, a decrease from 40.4% for fiscal 1998, due to a decrease
in state income taxes over the prior year.

NET EARNINGS. Due to the factors discussed above, net earnings increased 28.2%
to $9.3 million for fiscal 1999 from 7.2 million for fiscal 1998.

FISCAL YEARS ENDED SEPTEMBER 30, 1998 AND 1997

SALES. Sales increased $47.4 million to $88.2 million for fiscal 1998 from $40.8
million for fiscal 1997. This increase was due to an increase in the number and
size of customer contracts with the Company (including MSE and Cartotech) as
well as the impact of the acquisition of MSE in July 1997 and Cartotech in June
1998. Prior to their acquisition by the Company, MSE's sales for fiscal 1996
were approximately $ 22.5 million and Cartotech's sales for fiscal 1997 were
approximately $14.6 million.

SALARIES, WAGES AND RELATED BENEFITS. Salaries, wages and related benefits
increased 117.0% to $43.0 million for fiscal 1998 from $19.8 million for fiscal
1997. This increase was primarily due to the addition of over 325 employees as a
result of the MSE acquisition in July 1997 and 270 employees as a result of the
Cartotech acquisition in June 1998, as well as the hiring of additional
employees to support the Company's increased business. As a percentage of sales,
salaries, wages and related benefits increased to 48.7% for fiscal 1998 from
48.5% for fiscal 1997. This increase, and the corresponding decrease in
subcontractor costs, was primarily attributable to the Company's increased
capability to perform more tasks internally as well as a decrease in the number
of projects which required subcontractor services.

SUBCONTRACTOR COSTS. Subcontractor costs increased 102.8% to $12.0 million for
fiscal 1998 from $5.9 million for fiscal 1997, but decreased as a percentage of
sales to 13.6% for fiscal 1998 from 14.5% for fiscal 1997.

OTHER GENERAL AND ADMINISTRATIVE COSTS. Other general and administrative costs
increased 110.3% to $15.0 million for fiscal 1998 from $7.1 million for fiscal
1997, primarily due to the acquisition of MSE and Cartotech. As a percentage of
sales, other general and administrative costs decreased to 16.9% for fiscal 1997
from 17.4% for fiscal 1997.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased 116.9% to
$3.9 million in fiscal 1998 from $1.8 million for fiscal 1997. This increase was
primarily attributable to the increased goodwill recorded as a result of the MSE
and Cartotech acquisitions. As a percentage of sales, depreciation and
amortization was 4.4% for both fiscal 1998 and 1997.

OTHER EXPENSE, NET. Other expense, net is comprised primarily of net interest
expense. Net interest expense increased 179.3% to $2.2 million for fiscal 1998
from $772,000 for fiscal 1997. This increase was primarily due to increased term
debt incurred in connection with the acquisition of MSE in July 1997 and
Cartotech in June 1998 and increased utilization of the Company's lines of
credit for working capital.

INCOME TAX EXPENSE. Income tax expense was $4.9 million for fiscal 1998 compared
to $2.1 million for fiscal 1997. The Company's effective income tax rate for
fiscal 1998 was 40.4%, an increase from 38.8% for fiscal 1997, due to increases
in state income taxes.

NET EARNINGS. Due to the factors discussed above, net earnings increased 117.1%
to $7.2 million for fiscal 1998 from $3.3 million for fiscal 1997.


                                     - 14 -

<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, 1999, the Company had no borrowings outstanding on its
working capital lines of credit and $27.6 million on its term debt. During 1998,
the Company replaced its existing lines of credit with a three-year, $21.0
million secured working capital line of credit and the Company refinanced $25.4
million of term debt. Borrowings under the new credit facilities bear interest
at a rate per annum equal to, at the Company's option, (i) the agent bank's
prime rate or (ii) an adjusted London Interbank Offering Rate (LIBOR) plus a
margin ranging from 1.25% to 2.25%. The effective borrowing rate was 6.63% on
September 30, 1999.

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

            Net cash provided by the Company's operating activities was $ 8.9
million for fiscal year 1999. Net cash used by the Company's operating
activities was $4.4 million in 1998 and net cash provided by operating
activities was $2.7 million for fiscal year 1997. Changes in the
contract-related accounts described in the previous paragraph were not a
significant use of cash in fiscal 1999. Accounts payable and accrued expenses
decreased $3.0 million from September 30, 1998 to September 30, 1999
primarily due to lower amounts owed to subcontractors at the end of fiscal
1999.

            Cash used by investing activities for fiscal years 1997 and 1998 was
$12.5 million and $12.2 million, respectively. Cash provided by investing
activities for fiscal year 1999 was $818,000. Proceeds from sales of assets were
$4.1 million in 1999 primarily due to the sales of the Mid-States Engineering
and Cartographic Sciences units. Cash used by investing activities principally
consisted of payments for net assets acquired in business combinations and
purchases of equipment and leasehold improvements.

            Cash provided by financing activities for fiscal years 1997 and 1998
was $10.3 million and $17.3 million, respectively. Cash flows used by financing
activities was $5.3 million in fiscal year 1999. Financing activities consisted
primarily of net borrowings and payments under lines of credit for working
capital purposes and net borrowings and payments of long-term debt used for
business combinations and the purchase of equipment and leasehold improvements.

            The Company believes that funds available under its lending
arrangements and cash flows from operations are adequate to finance its
operations for at least the next 18 months.

RECENT ACCOUNTING PRONOUNCEMENTS

While there have been several accounting pronouncements issued, these
pronouncements either do not apply or are not expected to have a significant
impact on the Company upon adoption.

YEAR 2000 ISSUES

The "Year 2000" issue is the result of computer programs using two digits,
rather than four, to define the applicable year. The failure of such programs to
recognize the year 2000 as such could result in system failures and
miscalculations or errors causing disruptions of operations or other business
problems, including among others a temporary inability to process transactions,
send invoices or engage in similar

                                     - 15 -

<PAGE>

normal business activities. The Company and the third parties with which it does
business rely on numerous computer programs in their daily operations.

During the fiscal 1999 first quarter, the Company established a formal Year 2000
program to address in detail the year 2000 issue with respect to all of the
Company's material information technology (IT") and operating systems;
non-information technology systems (such as buildings, plant, equipment and
other infrastructure systems that may contain embedded micro controller
technology), including its proprietary production software; and the Year 2000
readiness of the Company's major vendors and significant service providers and
subcontractors. The formal program consisted of four major phases: inventory;
validation; renovation; and implementation/testing.

The inventory phase involved an initial inventory of all hardware, software, and
infrastructure as well as material vendors and service providers, including
subcontractors and clients to identify all of the areas in the Company's and
such third parties' operations where the Year 2000 issue may arise to assess the
items identified as potentially having a Year 2000 issue. The Company completed
the inventory phase of its Year 2000 program during the second quarter although
the Company expects to continue monitoring activity in an effort to ensure that
unforeseen Year 2000 critical items will be discovered.

The validation phase involved the performance of tasks to identify potential
Year 2000 issues and to determine the action, if any, required to mitigate the
risks to the Company. The Company has completed the validation phase with
respect to its IT-hardware and non-information technology systems (such as
buildings, plant, equipment and other infrastructure systems that may contain
imbedded micro controllers). The Company has not identified any material Year
2000 issues with respect to its IT- hardware. With respect to its non-IT
technology systems, the Company has identified that its voicemail systems in its
Wisconsin, North Carolina and Indianapolis offices and its basic telephone
switch in its Indianapolis office are not Year 2000 compliant. The Company
implemented updates and "work arounds" and believes that these items will
continue to operate in 2000. The Company identified its vendors, suppliers and
subcontractors and customers whose Year 2000 readiness may impact its business.
The Company has completed gathering information from these parties, and assessed
their statements of readiness and, based on information provided to it, does not
believe that any of its significant vendors, suppliers or subcontractors are
likely to present any significant exposure to Year 2000 issues. As of November
1, 1999, the Company has completed the validation and renovation phases with
respect to its proprietary production software, including a review of all of its
proprietary software.

The renovation phase is intended to ensure that the appropriate items as
identified in the validation phase as having Year 2000 issues are upgraded or
procedures put in place to meet Year 2000 compliance criteria. This may include
software updates, hardware updates, development of new processes or "work-
arounds," new business practices and training programs. Completion of the
various elements of this phase was tied to corresponding elements within the
inventory and validation phase, the Company believes that the material repairs,
replacements and renovations were substantially complete as of November 1, 1999
for systems under the direct control of the Company.

The implementation/testing/full compliance phase involves verifying and testing
the critical business processes and systems and infrastructure to ensure Year
2000 issues will not cause major disruption in the ongoing operation of the
Company's business. The Company believes that the implementation/testing phase,
performed by its internal Year 2000 team following the completion of the repair
and renovation phase, was substantially complete as of November 1, 1999. The
Company expects to continue monitoring activity in an effort to ensure that
unforeseen Year 2000 critical items will be discovered.

STATE OF READINESS

The Company has completed its formal risk assessment of the Year 2000 issue
within the Company. Based on the Company's assessment of its most critical
systems, its proprietary operations software, and its IT and non-IT systems, it
believes that no material Year 2000 issues have arisen in the formal assessment.
In addition, based on the information provided to it, the Company does not
believe that its significant vendors, suppliers and subcontractors are or are
likely to present any significant exposure due to Year 2000 issues, although the
Company is relying solely on the assessments of these third parties of


                                     - 16 -

<PAGE>

their Year 2000 readiness. The Company's customer contracts specify database
designs, including date fields, and the Company's delivery of data conforms to
such specifications. Accordingly, the Company has not formally evaluated and
does not anticipate evaluating the Year 2000 issue as it relates to the computer
systems used by its customers and potential customers.

COSTS

The Company primarily used internal resources to perform the work required to
address the Year 2000 issue. To date, these costs have not been material and
involve the temporary reallocation of existing resources. Although the Company
believes that the remaining cost of the Year 2000 modifications for its internal
systems will not be material, there can be no assurance that a Year 2000
compliance issue will not arise that could result in material expenditures or
that could have an adverse effect on the Company's business, operating results
or financial position.

RISKS

In a reasonably likely worst-case scenario, the failure to correct a material
Year 2000 problem in the Company's internal IT and non-IT systems could result
in an interruption in or failure of certain normal business activities or
operations, including operations that are essential to the provision of the
Company's services. In addition, the Company also faces risks that its vendors,
suppliers and subcontractors will not be able to remedy their Year 2000 issues.
The Company cannot determine the present risks to the Company of such failures.
Under a reasonably likely worst-case scenario, if such vendors were not Year
2000 compliant and other vendors, suppliers or subcontractors could not be
readily substituted for them, such failures could have a material adverse effect
on the Company's operations. The Company currently believes that its most
reasonably likely worst-case scenario would occur if the Company's present or
future customers, primarily utilities, local and state governments, would fail
to achieve Year 2000 compliance. If the Company's customers are not Year 2000
compliant or in preparing to become Year 2000 compliant, the customers may
postpone, delay or cancel work on the Company's contracts. If the Company's
customers are not Year 2000 compliant, they may be unable to pay the Company's
invoices for some period of time. In addition, they may expend material costs to
remedy problems or they may face litigation expenses. As a result, Year 2000
issues could reduce or eliminate customers' budgets for purchases of the
Company's services even if those customers currently believe they are Year 2000
compliant. Depending on the number of customers that experience these problems,
these events could have a material adverse effect on the Company's business,
operating results and financial condition.

CONTINGENCY PLANS

The Company has not yet discovered a material Year 2000 problem in its internal
IT and non-IT systems. If the Company identifies significant risks related to
Year 2000 compliance or its progress deviates from the anticipated schedule, the
Company will develop contingency plans as necessary.

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 are 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 $22
million was outstanding as of September 30, 1999. Assuming September 30, 1999
debt levels, an increase or decrease in interest rates of one percentage point
would impact the Company's interest expense by $220,000.


                                     - 17 -

<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, 1998 and 1999, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended September 30, 1999.
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 generally accepted auditing
standards. Those standards require that we plan and perform the audits 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, 1998 and 1999, and the results of
their operations and their cash flows for each of the years in the three-year
period ended September 30, 1999 in conformity with generally accepted accounting
principles.


                                                 KPMG LLP

Denver, Colorado
December 29, 1999


                                     - 18 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets

                           September 30, 1998 and 1999
                                 (In thousands)

<TABLE>
<CAPTION>

                                     ASSETS                             1998                1999
                                                                     ----------          ----------
<S>                                                                  <C>                 <C>
Current assets:
    Cash                                                             $    2,243               6,659
    Accounts receivable, net of allowance for doubtful
       accounts of $161 and $88 in 1998 and 1999,
       respectively (notes 3 and 9)                                      17,501              15,414
    Revenue earned in excess of billings (note 3)                        39,316              40,902
    Deferred income taxes (note 6)                                          557                 402
    Income taxes receivable                                                 675                 115
    Prepaid expenses and other                                              659               1,815
                                                                     ----------          ----------

          Total current assets                                           60,951              65,307
                                                                     ----------          ----------

Equipment and leasehold improvements, at cost:
    Equipment                                                            13,015              13,916
    Furniture and fixtures                                                1,594               1,581
    Leasehold improvements                                                  817               1,076
                                                                     ----------          ----------

                                                                         15,426              16,573
    Less accumulated depreciation and amortization                       (7,470)             (8,740)
                                                                     ----------          ----------

          Net equipment and leasehold improvements                        7,956               7,833
                                                                     ----------          ----------

Deferred income taxes                                                       134                 590
Goodwill, net of accumulated amortization of $1,654 and
    $3,174 in 1998 and 1999, respectively (note 2)                       25,272              22,098
Other assets, net of accumulated amortization of $549 and
     $774 in 1998 and 1999, respectively                                    227                   2
                                                                     ----------          ----------

          Total assets                                               $   94,540              95,830
                                                                     ----------          ----------
                                                                     ----------          ----------
</TABLE>


                                     - 19 -

<PAGE>

                          ANALYTICAL SURVEYS, INC.
                              AND SUBSIDIARIES

                        Consolidated Balance Sheets

                        September 30, 1998 and 1999
                               (In thousands)


<TABLE>
<CAPTION>

                    LIABILITIES AND STOCKHOLDERS' EQUITY                             1998                1999
                                                                               -----------------   -----------------
<S>                                                                          <C>                   <C>
Current liabilities:
    Current portion of long-term debt (note 4)                               $          4,594               7,265
    Billings in excess of revenue earned (note 3)                                       1,232               2,008
    Accounts payable and other accrued liabilities                                      8,229               4,923
    Accrued payroll and related benefits                                                5,910               4,069
                                                                               -----------------   -----------------
          Total current liabilities                                                    19,965              18,265

Long-term debt, less current portion (note 4)                                          29,920              20,339

Other liabilities                                                                         192                  85
                                                                               -----------------   -----------------
          Total liabilities                                                            50,077              38,689
                                                                               -----------------   -----------------
Stockholders' equity (note 7):
    Preferred stock, no par value.  Authorized 2,500
       shares; none issued or outstanding                                                 --                   --
    Common stock, no par value.  Authorized 100,000
       shares;  6,732 and 6,948 shares issued and
       outstanding in 1998 and 1999, respectively                                      28,670              32,080
    Retained earnings                                                                  15,793              25,061
                                                                               -----------------   -----------------
          Total stockholders' equity                                                   44,463              57,141
                                                                               -----------------   -----------------
Commitments (note 5)

          Total liabilities and stockholders' equity                         $         94,540              95,830
                                                                               -----------------   -----------------
                                                                               -----------------   -----------------
</TABLE>


See accompanying notes to consolidated financial statements.


                                     - 20 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Operations

                  Years ended September 30, 1997, 1998 and 1999
                    (In thousands, except per share amounts)


<TABLE>
<CAPTION>

                                                                     1997              1998               1999
                                                                ---------------   ---------------   -----------------
<S>                                                          <C>                  <C>               <C>
Sales                                                        $        40,799            88,155             113,548
                                                                ---------------   ---------------   -----------------

Costs and expenses:
    Salaries, wages and benefits                                      19,792            42,953              57,821
    Subcontractor costs                                                5,899            11,961              15,628
    Other general and administrative                                   7,115            14,964              17,708
    Depreciation and amortization                                      1,780             3,860               5,661
                                                                ---------------   ---------------   -----------------
                                                                      34,586            73,738              96,818
                                                                ---------------   ---------------   -----------------
          Earnings from operations                                     6,213            14,417              16,730
                                                                ---------------   ---------------   -----------------
Other income (expense):
    Interest expense, net                                               (772)           (2,156)             (2,698)
    Costs related to terminated stock offering                          --                (300)                 --
    Gain on sale of subsidiaries (note 2)                               --                --                 1,084
    Other                                                                  2               164                 175
                                                                ---------------   ---------------   -----------------
                                                                        (770)           (2,292)             (1,439)
                                                                ---------------   ---------------   -----------------
          Earnings before income taxes                                 5,443            12,125              15,291

Income tax expense (note 6)                                            2,112             4,894               6,023
                                                                ---------------   ---------------   -----------------
          Net earnings                                       $         3,331             7,231               9,268
                                                                ---------------   ---------------   -----------------
                                                                ---------------   ---------------   -----------------
Earnings per common share:
    Basic                                                    $          0.64              1.14                1.36
    Diluted                                                  $          0.60              1.06                1.29

Weighted average outstanding common shares:
    Basic                                                              5,244             6,349               6,833
    Diluted                                                            5,562             6,819               7,177
</TABLE>


See accompanying notes to consolidated financial statements.


                                     - 21 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                 Consolidated Statements of Stockholders' Equity

                  Years ended September 30, 1997, 1998 and 1999
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                COMMON STOCK             RETAINED
                                                         --------------------------
                                                            SHARES         AMOUNT         EARNINGS        TOTAL
                                                         ------------  -------------  --------------   -------------
<S>                                                      <C>           <C>            <C>              <C>
Balances at October 1, 1996                                     4,887     $    5,695          5,231         10,926

Common stock issued in connection
    with business combination (note 2)                            925          7,313           --            7,313
Exercise of stock options                                         302            954           --              954
Tax benefit relating to exercise of stock
    options                                                      --            1,307           --            1,307
Net earnings                                                     --             --            3,331          3,331
                                                           ----------     ----------     ----------     ----------
Balances at September 30, 1997                                  6,114         15,269          8,562         23,831

Common stock issued in connection
    with business combination (note 2)                            354          8,269           --            8,269
Exercise of stock options                                         264          2,017           --            2,017
Tax benefit relating to exercise of stock
    options                                                      --            3,115           --            3,115
Net earnings                                                     --             --            7,231          7,231
                                                           ----------     ----------     ----------     ----------
Balances at September 30, 1998                                  6,732         28,670         15,793         44,463

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
Net earnings                                                     --             --            9,268          9,268
                                                           ----------     ----------     ----------     ----------
Balances at September 30, 1999                                  6,948     $   32,080         25,061         57,141
                                                           ----------     ----------     ----------     ----------
                                                           ----------     ----------     ----------     ----------
</TABLE>


See accompanying notes to consolidated financial statements.


                                     - 22 -

<PAGE>

                          ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows

                  Years ended September 30, 1997, 1998 and 1999
                                 (In thousands)

<TABLE>
<CAPTION>

                                                                                    1997             1998           1999
                                                                               ---------------   ------------   ------------
<S>                                                                                 <C>               <C>             <C>
Cash flows from operating activities:
    Net earnings                                                                    $    3,331          7,231          9,268
    Adjustments to reconcile net earnings to net cash provided
       (used) by operating activities:
          Depreciation and amortization                                                  1,780          3,860          5,661
          Gain on sale of subsidiaries                                                      (2)           (15)        (1,084)
          Deferred income tax benefit                                                      (55)          (350)          (470)
          Tax benefit relating to exercise of stock options                              1,307          3,115          1,301
          Changes in operating assets and liabilities, net of effect of business
            combinations:
               Accounts receivable, net                                                    951         (6,907)           798
               Revenue earned in excess of billings                                     (4,746)       (16,213)        (2,286)
               Income taxes receivable or payable                                         --             (675)           601
               Prepaid expenses and other                                                    9             15         (1,085)
               Billings in excess of revenue earned                                       (302)           121            866
               Accounts payable and other accrued liabilities                             (111)         3,434         (2,975)
               Accrued payroll and related benefits                                        555          1,963         (1,706)
                                                                                    ----------     ----------     ----------

                   Net cash provided (used) by operating activities                      2,717         (4,421)         8,889
                                                                                    ----------     ----------     ----------

Cash flows from investing activities:
    Purchase of equipment and leasehold improvements                                    (1,596)        (3,888)        (3,295)
    Proceeds from sale of subsidiary                                                       159             15          4,113
    Payments for net assets acquired in business combinations, net
       of cash acquired                                                                (11,092)        (8,337)          --
                                                                                    ----------     ----------     ----------

                   Net cash provided (used) by investing activities                    (12,529)       (12,210)           818
                                                                                    ----------     ----------     ----------

Cash flows from financing activities:
    Net borrowings (payments) under lines-of-credit with bank                           (2,027)         4,277         (5,750)
    Proceeds from issuance of long-term debt                                            12,714         29,072          4,003
    Principal payments on long-term debt                                                (1,292)       (18,051)        (5,139)
    Proceeds from exercise of stock options                                                954          2,017          1,595
                                                                                    ----------     ----------     ----------

                   Net cash provided (used) by financing activities                     10,349         17,315         (5,291)
                                                                                    ----------     ----------     ----------

                   Net increase in cash                                                    537            684          4,416

Cash at beginning of year                                                                1,022          1,559          2,243
                                                                                    ----------     ----------     ----------

Cash at end of year                                                                 $    1,559          2,243          6,659
                                                                                    ----------     ----------     ----------
                                                                                    ----------     ----------     ----------

Supplemental disclosures of cash flow information:
    Cash paid for interest                                                          $      815          2,113          2,567
                                                                                    ----------     ----------     ----------
                                                                                    ----------     ----------     ----------

    Cash paid for income taxes                                                      $      888          2,643          4,295
                                                                                    ----------     ----------     ----------
                                                                                    ----------     ----------     ----------

    Common stock issued for net assets acquired in business
       combinations                                                                 $    7,313          8,269            514
                                                                                    ----------     ----------     ----------
                                                                                    ----------     ----------     ----------
</TABLE>


See accompanying notes to consolidated financial statements.


                                     - 23 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        September 30, 1997, 1998 and 1999

(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (a)    BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION

              Analytical Surveys, Inc. (ASI or the Company) is a Colorado
              corporation formed in 1981. ASI's primary business is the
              production of precision computerized maps and information files
              used in Geographic Information Systems (GIS). Federal, state and
              local government agencies and commercial companies use GIS to
              manage information relating to utilities, natural resources,
              streets, land use and property taxation. The Company operates in
              one business segment.

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

              The preparation of the financial statements in conformity with
              generally accepted accounting principles 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.
              Depreciation and amortization are provided using the straight-line
              method over the following estimated useful lives:

<TABLE>

<S>                                                                <C>
                    Equipment                                      3 to 5 years
                    Furniture and fixtures                         3 to 5 years
                    Leasehold improvements                         5 to 10 years
</TABLE>

              Maintenance, repairs and renewals which do not add to the value of
              an asset or extend its useful life are charged to expense as
              incurred.

       (c)    REVENUE RECOGNITION

              The Company recognizes revenue using the percentage of completion
              method of accounting based on the cost-to-cost method, whereby the
              percentage complete is based on costs incurred in relation to
              total estimated costs. 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.

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


                                     - 24 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        September 30, 1997, 1998 and 1999

              The Company recognizes losses on contracts in the period such
              losses are determined. The Company does not believe warranty
              obligations on completed contracts are significant.

       (d)    GOODWILL

              Goodwill represents the excess of the purchase price over net
              assets acquired in business combinations and is being amortized
              over a fifteen-year period using the straight-line method.

       (e)    INCOME TAXES

              The Company accounts for income taxes under the provisions of
              Statement of Financial Accounting Standards No. 109, ACCOUNTING
              FOR INCOME TAXES (SFAS 109). SFAS 109 requires the use of the
              asset and liability method of accounting for income taxes. Under
              the asset and liability method of SFAS 109, deferred tax assets
              and liabilities are 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. Under SFAS 109, 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.

       (f)    IMPAIRMENT OF LONG-LIVED ASSETS

              The Company accounts for long-lived assets under the provisions of
              Statement of Financial Accounting Standards No. 121, ACCOUNTING
              FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS
              TO BE DISPOSED OF (SFAS 121) which requires that long-lived assets
              and certain identifiable intangibles, including goodwill, held and
              used by an entity be reviewed for impairment whenever events or
              changes in circumstances indicate that the carrying value of an
              asset may not be recoverable. The recoverability of goodwill is
              further evaluated under the provisions of APB Opinion No. 17,
              INTANGIBLE ASSETS, based upon undiscounted cash flows. 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 generally determined using
              valuation techniques such as the discounted present value of
              expected future cash flows or independent appraisal.

       (g)    STOCK-BASED COMPENSATION

              The Company accounts for its stock-based employee compensation
              plans using the intrinsic value based method prescribed by APB
              Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and
              related interpretations (APB 25). The Company has provided pro
              forma disclosures of net earnings and earnings per share as if the
              fair value based method of accounting for the plans, as prescribed
              by Statement of Financial Accounting Standards No. 123, ACCOUNTING
              FOR STOCK-BASED COMPENSATION (SFAS 123), had been applied. Pro
              forma disclosures include the effects of employee stock options
              granted subsequent to October 1, 1995.


                                     - 25 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        September 30, 1997, 1998 and 1999

       (h)    RESEARCH AND DEVELOPMENT COSTS

              The Company expenses research and development costs as they are
              incurred. Research and development costs, which are included in
              salaries, wages and benefits expenses in the consolidated
              statements of operations, totaled $274,905, $255,928 and $291,073
              for the years ended September 30, 1997, 1998 and 1999,
              respectively.

       (i)    EARNINGS PER SHARE

              Earnings per share is presented in accordance with the provisions
              of Statement of Financial Accounting Standards No. 128, EARNINGS
              PER SHARE (SFAS 128). Under SFAS 128, basic earnings per share
              (EPS) is computed by dividing earnings available to common
              shareholders by the weighted average number of common shares
              outstanding for the period. Diluted EPS includes the effects of
              the potential dilution of the Company's stock options, determined
              using the treasury stock method.

       (j)    FINANCIAL INSTRUMENTS

              The carrying amounts of the Company's financial instruments at
              September 30, 1998 and 1999 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 of these instruments.

(2)    BUSINESS COMBINATIONS AND SALE OF SUBSIDIARY 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
       approximately $192,000.

       In September 1999, the Company sold the net assets of its Cartographic
       Sciences Private Limited subsidiary (formerly Interra Technologies, Inc.)
       for $1,000,000 in cash and 52,000 shares of common stock of the seller
       valued at $538,000. The Company recorded a gain on the sale of
       approximately $892,000. The Company had previously acquired the common
       stock of Interra Technologies, Inc. in May 1998 for cash of approximately
       $438,000.

       In December 1998, the Company acquired the assets of Measurement Science,
       Inc. for 21,850 shares of restricted common stock valued at approximately
       $514,000.

       In June 1998, the Company, through its wholly owned subsidiary, Surveys
       Holdings, Inc. acquired all of the issued and outstanding common stock of
       Cartotech, Inc. (Cartotech) for cash of approximately $8,092,000 and
       354,167 shares of restricted common stock valued at approximately
       $8,269,000 for total consideration of approximately $16,362,000.


                                     - 26 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        September 30, 1997, 1998 and 1999

       In July 1997, the Company acquired all of the issued and outstanding
       common stock of MSE Corporation for cash of approximately $12,500,000 and
       925,000 shares of restricted common stock valued at approximately
       $7,313,000, for total consideration of approximately $19,813,000.

       All of the acquisitions were accounted for using the purchase method of
       accounting and, accordingly, the accompanying consolidated financial
       statements include the results of operations of the acquired businesses
       since the date of acquisition. The aggregate purchase prices of the
       acquisitions were allocated based on fair values as follows (amounts in
       thousands):

<TABLE>
<CAPTION>
                                                                    YEAR ENDED SEPTEMBER 30,
                                                 -------------------------------------------------------------
                                                        1997                 1998                   1999
                                                 ------------------     ---------------       ----------------
<S>                                              <C>                     <C>                  <C>
Current assets                                           $   13,463               3,732                     --
Equipment                                                     1,500               1,950                    514
Other assets, including goodwill                             10,996              14,048                     --
Current liabilities                                          (5,526)             (2,930)                    --
Non-current liabilities                                        (620)                 --                     --
                                                 ------------------     ---------------       ----------------

                                                         $   19,813              16,800                    514
                                                 ------------------     ---------------       ----------------
                                                 ------------------     ---------------       ----------------
</TABLE>

       The following unaudited pro forma information presents the results of
       operations of the Company as if the acquisitions had occurred on October
       1, 1997 (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                      YEAR ENDED SEPTEMBER 30,
                                                -----------------------------------
                                                      1998                 1999
                                                 ---------------    ---------------
<S>                                               <C>                <C>
Revenue                                          $       101,245            113,853
                                                 ---------------    ---------------
                                                 ---------------    ---------------
Net earnings                                     $         7,427              9,245
                                                 ---------------    ---------------
                                                 ---------------    ---------------
Diluted earnings per share                       $          1.09               1.29
                                                 ---------------    ---------------
                                                 ---------------    ---------------
</TABLE>

       The pro forma information is based on historical results and does not
       necessarily reflect the actual operating results that would have occurred
       nor is it necessarily indicative of future results of operations of the
       combined enterprises.

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

       At September 30, 1999, the estimated period to complete contracts in
       process ranges from one 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.


                                     - 27 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        September 30, 1997, 1998 and 1999

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

<TABLE>
<CAPTION>
                                                                 1998                  1999
                                                            ----------------      -----------------
<S>                                                         <C>                   <C>
Costs incurred on uncompleted contracts                     $        110,185                134,563
Estimated earnings                                                    46,779                 66,081
                                                            ----------------      -----------------

                                                                     156,964                200,644
Less billings to date                                               (118,880)              (161,750)
                                                            ----------------      -----------------

                                                            $         38,084                 38,894
                                                            ----------------      -----------------
                                                            ----------------      -----------------
Included in the accompanying consolidated
   balance sheets as follows:
     Revenue earned in excess of billings                   $         39,316                 40,902
     Billings in excess of revenue earned                             (1,232)                (2,008)
                                                            ----------------      -----------------

                                                            $         38,084                 38,894
                                                            ----------------      -----------------
                                                            ----------------      -----------------
</TABLE>

(4)      DEBT

         Long-term debt and lines-of-credit with bank consists of the following
at September 30:

<TABLE>
<CAPTION>
                                                                                        1998        1999
                                                                                      --------    --------
<S>                                                                                   <C>         <C>
                                                                                         (in thousands)
Lines-of-credit with bank providing for total borrowings of $21,000,000, with
  interest at LIBOR plus applicable margins ranging from 1.25% to 1.75% (6.63%
  at September 30, 1999), collateralized by substantially all of the assets of
  the Company. No borrowings were outstanding under the line-of-
  credit as of September 30, 1999. (a)                                                $  5,750        --

Note payable to bank due in quarterly installments with interest based on LIBOR
  plus applicable margins ranging from 1.25% to 1.75% or prime rate (6.63% at
  September 30, 1999), with final payment in October 2003, secured by
  substantially all
  assets of the Company. (a)                                                            25,350      21,900

Capital lease obligation under a $4,250,000 leasing facility, bearing interest
  at effective rates ranging from 7.37% to 10.00%, payable in monthly
  installments through November
  2001                                                                                   2,809       5,240

Other                                                                                      605         464
                                                                                      --------    --------
                                                                                        34,514      27,604
Less current portion                                                                    (4,594)     (7,265)
                                                                                      --------    --------

                                                                                      $ 29,920      20,339
                                                                                      --------    --------
                                                                                      --------    --------
</TABLE>


                                      -28-

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        September 30, 1997, 1998 and 1999

         (a)      These loan agreements contain restrictive covenants which
                  require, among other things, the maintenance of certain
                  financial ratios and include certain limitations on capital
                  expenditures and dividend payments.

              Maturities of long-term debt, as of September 30, 1999, are as
follows (in thousands):

<TABLE>
<S>                                             <C>
     Years ending September 30:
       2000                                     $  7,265
       2001                                        7,523
       2002                                        6,342
       2003                                        5,860
       2004                                          566
       Thereafter                                     48
                                                --------

                                                $ 27,604
                                                --------
                                                --------
</TABLE>

(5)    LEASES
       The Company leases its facilities and certain equipment under operating
       leases. Amounts due under noncancelable operating leases with terms of
       one year or more at September 30, 1999 are as follows (in thousands):

<TABLE>
<S>                                                               <C>
         Years ending September 30:
            2000                                                  $   2,720
            2001                                                      2,028
            2002                                                      1,687
            2003                                                        643
            2004                                                        453
            Thereafter                                                  377
                                                                    -------

                Total minimum operating lease payments            $   7,908
                                                                    -------
                                                                    -------
</TABLE>

       Rent expense totaled $1,345,310, $2,300,113 and $2,780,104 for the years
       ended September 30, 1997, 1998 and 1999, respectively.


                                     - 29 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        September 30, 1997, 1998 and 1999

(6)      INCOME TAXES

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

<TABLE>
<CAPTION>
                                                        1997           1998          1999
                                                      ---------      ---------     ---------
<S>                                                   <C>            <C>            <C>
      Current:
        Federal                                       $   1,847          4,244         5,604
        State and local                                     320          1,000           889
                                                      ---------      ---------     ---------

                                                          2,167          5,244         6,493
                                                      ---------      ---------     ---------

      Deferred:
        Federal                                             (42)          (270)         (400)
        State and local                                     (13)           (80)          (70)
                                                      ---------      ---------     ---------

                                                            (55)          (350)         (470)
                                                      ---------      ---------     ---------

                                                      $   2,112          4,894         6,023
                                                      ---------      ---------     ---------
                                                      ---------      ---------     ---------
</TABLE>

       The exercise of non-qualified stock options results in state and federal
       income tax deductions to the Company related 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 $1,307,000, $3,115,000 and
       $1,301,000 in 1997, 1998 and 1999, respectively.

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

<TABLE>
<CAPTION>
                                                        1997           1998          1999
                                                      ---------      ---------     ---------
<S>                                                   <C>                <C>           <C>
Computed "expected" income tax expense                $   1,851          4,123         5,199
State income taxes, net of federal tax effect               203            607           478
Amortization of nondeductible goodwill                     --               84           345
Other, net                                                   58             80             1
                                                      ---------      ---------     ---------

         Actual income tax expense                    $   2,112          4,894         6,023
                                                      ---------      ---------     ---------
                                                      ---------      ---------     ---------
</TABLE>

       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):


                                     - 30 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        September 30, 1997, 1998 and 1999

<TABLE>
<CAPTION>
                                                                                      1998           1999
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
Current deferred tax assets and liabilities:
  Accrued liabilities, primarily due to accrued compensated
     absences for financial statement purposes                                     $       543            469
  Other, net                                                                                14            (67)
                                                                                   -----------    -----------

         Total net current deferred tax asset                                      $       557            402
                                                                                   -----------    -----------
                                                                                   -----------    -----------


Noncurrent deferred tax assets:
Equipment and leasehold improvements, primarily due to
  differences in depreciation                                                      $       118            167
Goodwill amortization                                                                     --              416
Other, net                                                                                  16              7
                                                                                   -----------    -----------

         Total noncurrent deferred tax asset                                       $       134            590
                                                                                   -----------    -----------
                                                                                   -----------    -----------
</TABLE>

       Management believes that it is more likely than not that future
       operations will generate sufficient taxable income to realize the
       deferred tax assets.

(7)    STOCKHOLDERS' EQUITY AND STOCK OPTIONS

       The Board of Directors may issue preferred stock with dividend
       requirements, voting rights, redemption prices, liquidation preferences
       and premiums, conversion rights and other terms without a vote of the
       shareholders.

       The Company currently has five nonqualified stock option plans. At
       September 30, 1999, approximately 88,000 shares were available for grant
       under the plan. The exercise price of the options is established by the
       Board of Directors on the date of grant. Employees may vest in their
       options either 100% on date of grant or 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.

       As discussed in note 1, the Company applies APB Opinion 25 and related
       interpretations in accounting for its stock option plans. Accordingly,
       because the Company grants its options at or above market value at date
       of grant, no compensation cost has been recognized under the plans. Had
       compensation cost for the Company's stock-based compensation plans been
       determined based

                                     - 31 -

<PAGE>

                            ANALYTICAL SURVEYS, INC.
                                AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

                        September 30, 1997, 1998 and 1999

       upon the fair value of options on the grant dates, consistent with the
       provisions of SFAS 123, the Company's pro forma net earnings and diluted
       earnings per share would have been as follows:

<TABLE>
<CAPTION>
                                                           Year ended September 30,
                                               ------------------------------------------------
                                                   1997               1998             1999
                                               -------------      ------------     ------------
<S>                                            <C>                <C>               <C>
               Net earnings                           $2,798             4,743            6,007
               Diluted earnings per share                .50               .70             0.84
</TABLE>

       The weighted average fair value of options granted during 1997, 1998 and
       1999 was $5.49, $17.93 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, 67%
       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.

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

<TABLE>
<CAPTION>
                                                                           WEIGHTED
                                                                            AVERAGE
                                                           NUMBER OF     EXERCISE PRICE
                                                            OPTIONS         PER SHARE
                                                           ---------     ------------
<S>                                                        <C>            <C>
Balance, October 1, 1996                                         989      $      4.95
  Granted                                                        641            13.06
  Exercised                                                     (302)            3.16
  Canceled                                                       (40)           10.64


Balance, September 30, 1997                                    1,288             9.23
  Granted                                                        753            38.67
  Exercised                                                     (264)            7.65
  Canceled                                                        (4)           23.58
                                                           ---------     ------------

Balance, September 30, 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
                                                           ---------     ------------
                                                           ---------     ------------
</TABLE>

                                     - 32 -

<PAGE>

       A summary of the range of exercise prices and the weighted-average
       contractual life of outstanding stock options at September 30, 1999 is as
       follows (shares in thousands):

<TABLE>
<CAPTION>
                                      NUMBER                                               NUMBER
                                   OUTSTANDING                          WEIGHTED         EXERCISABLE
                                        AT              WEIGHTED         AVERAGE             AT                WEIGHTED
                                    SEPTEMBER            AVERAGE       REMAINING          SEPTEMBER             AVERAGE
            RANGE OF                   30,              EXERCISE      CONTRACTUAL            30                EXERCISE
         EXERCISE PRICE                1999               PRICE       LIFE (YEARS)          1999                 PRICE
         ------------------      ----------------      ----------    -------------    -----------------     -------------
<S>                              <C>                   <C>            <C>              <C>                  <C>
      $     .0   -    10.00                  214       $    2.87           4                      214       $       2.87
          10.0   -    20.00                  616           12.53           7                      471              12.38
          20.0   -    40.00                  956           29.06           9                      357              30.76
          40.0   -    44.00                   45           44.00           9                       23              44.00
         -----      -------      ----------------      ---------     -------------    ----------------      ------------

      $    .01        44.00                1,831       $   20.80           7                    1,065       $      17.30
         -----      -------      ----------------      ---------     -------------    ----------------      ------------
         -----      -------      ----------------      ---------     -------------    ----------------      ------------
</TABLE>

(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 $185,602, $370,814 and
       $660,740 to the plan in 1997, 1998 and 1999, respectively.

(9)    CONCENTRATIONS OF CREDIT RISK

       Financial instruments which potentially expose the Company to
       concentrations of credit risk, as defined by Financial Accounting
       Standards Board's Statement No. 105, DISCLOSURE OF INFORMATION ABOUT
       FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND FINANCIAL
       INSTRUMENTS WITH CONCENTRATION OF CREDIT RISK, consist primarily of
       accounts receivable with the Company's various customers.

       Historically, the Company's customers have included cities, counties,
       engineering companies, utility companies and federal government agencies.
       Substantially more than 50% of revenues have historically been derived
       from state and local government contracts. In addition, a significant
       portion of the Company's revenues are generated from utility clients,
       both commercial and municipal.

       The Company's accounts receivable are primarily due from a variety of
       organizations throughout the United States. The Company provides for
       uncollectible amounts upon recognition of revenue and when specific
       credit and collection issues arise. Management's estimates of
       uncollectible amounts have been adequate in prior years, and management
       believes that all significant credit and collection risks have been
       identified and adequately provided for at September 30, 1999.


                                     - 33 -

<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) is incorporated
by reference to the Company's Proxy Statement for its 1999 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, 1998 and 1999

         Consolidated Statements of Operations, Years Ended September 30,
                  1997, 1998 and 1999

         Consolidated Statements of Stockholders' Equity, Years Ended
                  September 30, 1997, 1998 and 1999

         Consolidated Statements of Cash Flows, Years
                  Ended September 30, 1997, 1998 and 1999

         Notes to Consolidated Financial Statements,
                  September 30, 1997, 1998 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.

       (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

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


                                     - 34 -

<PAGE>

       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.)

       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).


                                     - 35 -

<PAGE>

       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).
</TABLE>

23.    Consent of Experts and Counsel:

         Consent of KPMG LLP.

27.    Financial Data Schedule.

(b)    Reports on Form 8-K filed during the quarter ended September 30, 1999:

       None



                                     - 36 -

<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.

<TABLE>
<S>                                                                                             <C>
         By:      /s/ Sidney V. Corder                                                          Date:  December 29, 1999
            ---------------------------------------------------------------------------
         Sidney V. Corder, Chairman of the Board, President,
                  Chief Executive Officer, and Director
</TABLE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated and on the dates indicated.

<TABLE>
<CAPTION>
         SIGNATURE                                                                 DATE:
<S>                                                                                <C>
         By:      /s/ Sidney V. Corde                                              December 29, 1999
             ------------------------------------------------------------------
         Sidney V. Corder, Chairman of the Board,
                  President, Chief Executive Officer, and Director

         By:      /s/ Vincent J. Otto                                              December 29, 1999
             ------------------------------------------------------------------
         Vincent J. Otto, Chief Financial Officer

         By:      /s/ Brian J. Yates                                               December 29, 1999
         Brian J. Yates, Controller (principal
                  accounting officer)

         By:      /s/ Scott C. Benger                                              December 29, 1999
             ------------------------------------------------------------------
         Scott C. Benger, Senior Vice President - Finance

         By:
             ------------------------------------------------------------------
         Richard P. MacLeod, Director

         By:      /s/ James T. Rothe                                               December 29, 1999
             ------------------------------------------------------------------
         James T. Rothe, Director

         By:      /s/ Robert H. Keeley                                             December 29, 1999
             ------------------------------------------------------------------
         Robert H. Keeley, Director

         By:      /s/ John A. Thorpe                                               December 29, 1999
             ------------------------------------------------------------------
         John A. Thorpe, Director

         By:
             ------------------------------------------------------------------
         Willem H. J. Andersen, Director

         By:      /s/  Sol C. Miller                                               December 29, 1999
             ------------------------------------------------------------------
         Sol C. Miller, Director
</TABLE>


                                     - 37 -