SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended November 30, 1999 or
[ ] Transition report pursuant to section 13 of 15(d) of the Securities Exchange
Act of 1934 for the transition period from ________ to ________
Commission file number: 0-25104
CONTINENTAL INFORMATION SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK 16-0956508
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State or other jurisdiction (I.R.S. Employer
of incorporation Identification No.)
45 BROADWAY ATRIUM, SUITE 1105, NEW YORK, NEW YORK 10006
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(Address of principal executive offices) (Zip Code)
(212) 771-1000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: As of December 31,
1999, the registrant has 6,576,244 shares of common stock, par value $.01 per
share, outstanding.
CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
TABLE OF CONTENTS
Page
Number
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PART I. FINANCIAL INFORMATION: 3
Item 1. FINANCIAL STATEMENTS 3
Consolidated Balance Sheets -
November 30, 1999 and May 31, 1999 3
Consolidated Statements of Operations -
for the three and six months ended November 30, 1999 and 1998 4
Consolidated Statements of Cash Flows -
for the six months ended November 30, 1999 and 1998 5
Notes to Consolidated Financial Statements 6-7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8-11
PART II. OTHER INFORMATION: 12
Item 1. LEGAL PROCEEDINGS 12
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 12
--------------------------------
SIGNATURES 13
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
In Thousands (Except Number of Shares)
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CONSOLIDATED BALANCE SHEETS
(Unaudited)
November 30, May 31,
1999 1999
---- ----
ASSETS:
Cash and cash equivalents $ 4,636 $ 5,800
Accounts receivable, net 701 304
Notes receivable 2,870 3,205
Investment in mortgage participation notes 1,148 862
Inventory 8,438 6,961
Net investment in direct financing leases 3,074 4,807
Rental equipment, net 7,532 11,818
Property, Plant and Equipment, net 338 375
Other assets 919 1,212
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Total assets $ 29,656 $ 35,344
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Accounts payable and other liabilities $ 1,522 $ 2,836
Discounted lease rental borrowings 216 207
Note payable to institution - collateralized 6,508 7,515
Deferred lease revenue 1,137 2,710
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Total liabilities 9,383 13,268
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SHAREHOLDERS' EQUITY:
Common stock, $.01 par value; authorized 20,000,000 shares,
issued 7,101,668 shares 71 71
Additional paid-in capital 35,129 35,129
Accumulated deficit (14,074) (12,661)
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21,126 22,539
Treasury stock, at cost; 514,824 shares (853) (463)
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Total shareholders' equity 20,273 22,076
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Total liabilities and shareholders' equity $ 29,656 $ 35,344
========= =========
The accompanying notes are an integral part of these financial statements.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
(IN THOUSANDS) EXCEPT PER SHARE INFORMATION
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CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three For the Six
Months Ended Months Ended
NOVEMBER 30, NOVEMBER 30,
------------ -------------
1999 1998 1999 1998
------ ------- ------- ------
REVENUES:
Equipment sales $ 133 $ 104 $ 3,068 $ 3,202
Equipment rentals 1,200 1,757 2,751 3,628
Income from direct financing leases 146 233 364 439
Interest, fees and other income 215 361 349 864
------ ------- ------- ------
1,694 2,455 6,532 8,133
------- -------- ------- -------
COSTS AND EXPENSES:
Cost of sales 63 190 2,618 2,886
Depreciation of rental equipment 932 1,389 2,215 2,810
Interest expense 144 136 300 300
Other operating expenses 208 224 490 524
Selling, general and administrative expense 1,147 998 2,322 1,918
------- -------- ------- -------
2,494 2,937 7,945 8,438
------- ------- ------- -------
Loss from operations before income taxes (800) (482) (1,413) (305)
Credit for income tax - (183) - (116)
-------- ------- -------- -------
Net loss ($ 800) ($ 299) ($ 1,413) ($ 189)
======= ======= ========= =======
Basic and diluted net loss per share (Note 2): (.12) (.04) (.21) (.03)
===== ===== ===== =====
Weighted average number of shares of common stock 6,671 6,939 6,815 6,939
outstanding ===== ===== ===== =====
The accompanying notes are an integral part of these financial statements.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
(IN THOUSANDS)
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six Months Ended
November 30,
------------------------
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($ 1,413) ($ 189)
--------- --------
Adjustments to reconcile net loss from operations
To net cash provided by operating activities:
Depreciation and amortization 2,295 2,857
Gain from sale of equipment subject to lease (492) (316)
Effect on cash flows of changes in:
Accounts receivable (397) (455)
Notes receivable 335 2,539
Other assets 262 (256)
Accounts payable and other liabilities (1,314) (545)
Deferred lease revenue (1,573) (1,309)
Other (166) (247)
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(1,050) 2,268
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Net cash (used in) provided by operations (2,463) 2,079
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment subject to lease 3,069 3,202
Purchase of rental equipment (987) (3,553)
Purchase of property and equipment (11) (53)
Collections of rentals on direct financing leases net of
amortization of unearned income 512 693
(Disbursement for) proceeds from investment in mortgage notes (286) 650
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Net cash provided by investing activities 2,297 939
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from lease, bank and institution financings 2,468 8,110
Payments on lease, bank and institution financings (3,466) (9,645)
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Net cash used in financing activities (998) (1,535)
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Net (decrease) increase in cash and cash equivalents (1,164) 1,483
Cash and cash equivalents at beginning of period 5,800 3,211
------- -------
Cash and cash equivalents at end of period $ 4,636 $ 4,694
======== ========
Cash paid for income taxes $ 50 $ 107
Cash paid for interest $ 300 $ 252
Supplemental schedule of noncash activities:
Inventory arising from transfers of equipment which came offlease $ 685 $ 0
The accompanying notes are an integral part of these financial statements.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of Continental
Information Systems Corporation and its subsidiaries (the "Company")
contain all adjustments which are, in the opinion of management, necessary
for a fair statement of results for the interim periods presented. While
certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted, the Company believes
that the disclosures herein are adequate to make the information not
misleading. The results of operations for the six months ended November
30,1999 are not necessarily indicative of the results for the full year.
These statements should be read in conjunction with the consolidated
financial statements and accompanying notes for the fiscal year ended May
31, 1999, appearing in the Company's Form 10-K.
2. NET INCOME PER SHARE
EARNINGS PER SHARE are calculated in accordance with Financial Accounting
Standard No. 128 (SFAS 128) EARNINGS PER SHARE, which specifies standards
for computing and disclosing net income (loss) per share. Basic and
diluted net loss per share for the six months ended November 30,
1999 and 1998, were computed based on the weighted average number of
shares of common stock outstanding during the periods. As of November
30, 1999, the Company had outstanding options to purchase 350,669 shares
of common stock (see Note 5). The effect of these options is
antidilutive in the computation of diluted net loss per share.
3. ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions. These estimates and assumptions may affect the
reported amounts of assets and liabilities, and disclosure of contingent
assets and liabilities, at the date of the financial statements. These
estimates and assumptions may also affect the reported amounts of revenue
and expenses during the reporting periods. Actual results could differ
from these estimates.
4. RECLASSIFICATIONS
Certain prior period balances have been reclassified to conform to the
current period financial statement presentation.
5. STOCK OPTION PLAN
In 1995, the Board of Directors adopted and the stockholders approved the
Continental Information Systems Corporation 1995 Stock Compensation Plan
(the "1995 Plan"). The 1995 Plan provides for the issuance of options
covering up to 1,000,000 shares of common stock and stock grants of up to
500,000 shares of common stock to non-employee directors of the Company
and, in the discretion of the Board of Directors, to employees of, and
independent contractors and consultants to, the Company.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
- -------------------------------------------------------------------------------
A summary of the status of the 1995 Plan as of November 30, 1999 and
changes since inception is presented below:
Weighted Average
Number of Exercise Price
Options Per Option
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Outstanding at
May 31, 1997 (188,337 exercisable) 284,000 $2.02
Granted 190,674 $2.38
Exercised (70,001) $1.97
Forfeited/expired (38,331) $1.97
---------
Outstanding at
May 31, 1998 (234,002 exercisable) 366,342 $2.22
Granted 72,000 $1.92
Exercised - -
Forfeited/expired (16,668) $1.97
----------
Outstanding at
May 31, 1999 (298,008 exercisable) 421,674 $2.18
Granted - -
Exercised - -
Forfeited/expired (45,002) $1.97
---------
Outstanding at
August 31, 1999 (311,339 exercisable) 376,672 $2.20
---------
Granted 9,000 $1.32
Exercised - -
Forfeited/expired (35,003) $2.23
--------
Outstanding at
November 30, 1999 (338,336 exercisable) 350,669 $2.17
========
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
- -------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
The following discussion and analysis of the financial condition and results of
operations of the Company should be read in conjunction with the consolidated
financial statements and the notes thereto for the fiscal year ended May 31,
1999, appearing in the Company's Form 10-K.
All statements contained herein that are not historical facts, including but not
limited to, statements regarding anticipated future capital requirements and the
Company's future business plans, are based on current expectations. These
statements are forward looking in nature and involve a number of risks and
uncertainties. The actual results may differ significantly from those currently
anticipated. Among the factors that could cause actual results to differ
materially are those set forth below and the other risk factors described from
time to time in the Company's reports filed with the SEC. The Company wishes to
caution readers not to place undue reliance on any such forward looking
statements, which statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the date made.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998
OPERATIONS
REVENUES
Total revenues decreased 31% to $1.7 million for the three months ended November
30, 1999 from $2.5 million for the comparable period in 1998. For the six months
ended November 30, 1999, total revenues decreased 20% to $6.5 million from $8.1
million for the comparable period in 1998. The decrease in total revenues are
attributable to the Company ceasing the origination of new equipment leases and
the sale of a substantial portion of the Company's lease portfolio as of August
31, 1999.
Equipment sales increased 28% to $133,000 for the three months ended November
30, 1999 from $104,000 for the comparable period in 1998. Equipment sales
decreased 4% to $3.1 million compared to $3.2 million for the comparable period
in 1998.
Income from equipment rentals and direct financing leases for the three and six
months ended November 30, 1999 decreased $644,000 (32%) and $952,000 (23%),
respectively, from the comparable periods in 1998. Lease rentals and income from
direct financing leases in the Company's CIS Air subsidiary were lower in the
amount of $800,000 for the six month period.
Interest, fees and other income for the three and six months ended November
30,1999 were $215,000 and $349,000, respectively, compared to $361,000 and
$864,000 for the comparable periods in 1998. The respective decreases of
$146,000 (40%) and $515,000 (60%) principally reflect declines in Equipment
Management Income fee and other fee income for CIS Air as a result of the
suspension of management fees from the JetStream Partnerships. The managing
partners of the JetStream Partnerships have solicited and received unitholders'
approval for the liquidation of the JetStream Partnerships and for the payment
of a marketing fee upon the sale of the Partnerships assets. The marketing of
the assets is expected to begin in January 2000 and to be completed in
approximately one year.
-8-
CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
- -------------------------------------------------------------------------------
COSTS AND EXPENSES
Costs and expenses for the three and six months ended November 30, 1999
decreased by $443,000 (15%) and $493,000 (6%), respectively, from the comparable
periods in 1998.
Depreciation of rental equipment for the three and six months ended November 30,
1999 decreased to approximately $0.9 million and $2.2 million respectively, from
$1.4 million and $2.8 million, for the comparable periods in 1998. This decrease
is due to a decline in the renting of equipment as a result of the sale of
substantially all of the Company's equipment leases as well as several engines
coming off lease at the end of the quarter in August 1999.
Selling, general and administrative expenses for the three months ended November
30, 1999 were $1.1 million as compared to $998,000 for the comparable period in
1998. This increase is attributable to the early termination of the lease of the
Company's former headquarters in Syracuse, as well as startup expenses in the
Company's Electronic Execution Business in the amount of $115,000. For the six
months ended November 30, 1999, selling, general and administrative expenses
were $2.3 million as compared to $1.9 million for the comparable period in 1998.
This increase is attributable to employee severance benefits and headquarters'
closing expenses in the amount of $200,000, increased legal fees relating to
litigation with two lessees of CIS Air in the amount of $130,000, and consulting
fees for CIS Air in the amount of $155,000, as well as startup expenses in the
Electronic Execution Business.
INCOME TAXES
For the three and six months ended November 30, 1998, a provision for deferred
income tax benefit on loss from operations was recorded, at an effective tax
rate of 38%, in the amounts of $183,000 and $116,000, respectively. For the
quarter ended November 30, 1999, a provision for deferred income tax benefit
on loss from operations was not recorded, since, in management's opinion, the
realizability of such deferred tax asset was uncertain in light of the
Company's actual operating results since reorganization.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
- -------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operations for the six months ended November 30, 1999 was $2.5
million as compared to net cash provided by operations in the amount of $2.1
million for the comparable period in 1998.
Net cash provided by investing activities for the six months ended November 30,
1999 was $2.3 million compared to $939,000 for the six months ended November 30,
1998. The Company purchased $987,000 of additional rental equipment during the
six months ended November 30, 1999 as compared to $3.6 million for the
comparable period in 1998. The Company invested $286,000 in mortgage
participation notes during the six months ended November 30, 1999 as compared to
proceeds of $650,000 from investment in mortgage participation notes for the
comparable period in 1998.
In August 1999, the Company announced that its subsidiary CIS Corporation would
no longer enter into new equipment leases. The Company has authorized in its
first year of development the expenditure of $3 million in start up operating
funds for its Electronic Execution Business. During the six months ended
November 30, 1999, the Company expended $125,000 for its Electronic Execution
Business.
Proceeds from lease, bank and institution financings for the six months ended
November 30, 1999 and 1998 were $2.5 million and $8.1 million, respectively,
while repayments on these financings were $3.5 million and $9.6 million for the
respective 1999 and 1998 periods.
As of November 30, 1999, the Company had $4.6 million in cash and cash
equivalents, as compared to $4.7 million at November 30, 1998 and $5.8 million
at May 31, 1999. In August 1999, proceeds of $2.9 million were received by CIS
in connection with the sale of substantially all of its equipment lease
portfolio. The Company has established the CIS Air Loan Facility with a
financing institution to provide lease and inventory financing for aircraft
engines for its operating subsidiary CIS Air, in the amount of $10,000,000. The
revolving facility has a three-year term and permits borrowing equal to a
percentage of the appraised value of the aircraft engines financed.
Substantially all of the assets of CIS Air are pledged as collateral for the
loan. At November 30, 1999, $6,508,000 of this facility was being utilized. The
CIS Air Loan Facility bears interest at prime plus 1/4 % and expires in December
2000.
YEAR 2000
As the year 2000 approached, a critical issue emerged for all companies,
including the Company, with respect to whether application software programs and
operating systems utilized by the Company and the companies with which it does
business could accommodate this date value. In brief, many existing application
software products in the marketplace were designed only to accommodate a
two-digit date position which represents the year (e.g., "95" is stored on the
system and represents the year 1995). As a result, the year 1999 (i.e., "99")
could be the maximum date value these systems will be able to process
accurately.
The Company engaged in a review of the software and information systems it used
in an effort to determine whether it or its operations may be materially
adversely affected by this so-called "Year 2000" conversion. Such efforts were
previously reported by the Company and disclosed in earlier filings.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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Subsequent to the arrival of the year 2000, the Company did a review of its
systems to see if its operations were materially affected by the conversion to
the year 2000. This review shows no such effect on the Company's operations. The
Company also reviewed important vendors, financing sources, customers, equipment
manufacturers, distributors or other parties with which it transacts business
and has seen no impact from the conversion. The Company has also monitored
public reports of conversion problems. No problems have been reported which
would have an impact on the Company's operations.
It is possible that month-end and other period ending processing cycles may
disclose undiscovered problems arising from the conversion. The Company will
continue to diligently monitor its operations in the future for such problems.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
CIS Air has three actions pending against Eastwind Airlines, a lesee of aircraft
and engines.
1. On Sept 24, 1999 CIS Air, along with two other creditors, filed a
petition for involuntary bankruptcy against Eastwind in the Bankruptcy
Court in Delaware asserting a claim of $4,623,383 consisting primarily
of non payment of aircraft lease payments and reserves, violations of
the return provisions, non payment for engine leases and non return of
a damaged engine. The matter is still in the discovery and document
production stages of the litigation.
2. CIS Air previously sued Eastwind in State Court, New York County. That
action is stayed pending resolution of the bankruptcy action.
3. CIS Air has commenced an action in the United States District Court for
the Southern District of New York against UM Holdings, the sole
shareholder of Eastwind, seeking damages in the amount of $4,623,383
based on the assumption of liability by UM of Eastwind's obligations.
The matter is in the early stages of litigation.
CIS Air has also filed suit in the United States District Court for the Southern
District of New York against Cigna Insurance for failure to pay CIS Air
$400,000, as loss payee under an engine damage policy procured by Eastwind for
the benefit of CIS Air. The parties are in settlement discussions which are
complicated by the bankruptcy proceedings against Eastwind. Any proceeds by the
Company as a result of this suit would offset the claims against Eastwind and
UM.
CIS Air filed suit in November 1999 against AeroTurbine, a Florida-based
corporation, in State Court in North Carolina. The suit alleges that
AeroTurbine, in removing hushkits that it had purchased which were annexed to
two CIS engines, negligently damaged the CIS engines, thereby causing CIS to
incur expenses in repairing them. AeroTurbine has not yet answered the claim.
The Company is not a defendant in any action.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27.1 Financial Data Schedule
(b) REPORTS ON FORM 8-K - No reports on Form 8-K were filed by
the Company during the six months ended November 30, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONTINENTAL INFORMATION SYSTEMS
CORPORATION
Date: January 14, 2000 By: /S/ MICHAEL L. ROSEN
--------------------
Michael L. Rosen
President, Chief Executive Officer and Director
Date: January 14, 2000 By: /S/ JONAH M. MEER
-----------------
Jonah M. Meer
Senior Vice President, Chief Operating Officer
and Chief Financial Officer
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