United States 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 Period Ended January 31, 1997 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 0-22636 CANMAX INC. _______________________________________________________________________ (Exact name of registrant as specified in its charter) Wyoming 75-2461665 _______________________________ ____________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 150 W. Carpenter Freeway Irving, Texas 75039 _______________________________ ____________________ (Address of principal (Zip Code) executive offices) (972) 541-1600 _________________________________________________________________ (Registrant's telephone number, including area code) Not applicable _______________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) 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 periods 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, No Par Value----5,012,869 shares as of February 28, 1997. CANMAX INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited) January 31 October 31 1997 1996 ASSETS Current Assets: Cash $ 1,153,721 $ 908,772 Accounts receivable, net (Note B) 2,145,692 2,027,288 Inventory (Note C) 179,312 388,800 Prepaid expenses and other 200,680 202,513 Total current assets 3,679,405 3,527,373 Property and equipment at cost less accumulated depreciation and amortization of $2,213,163 in 1997 and $2,126,891 in 1996 1,244,527 1,411,567 Capitalized software costs, net of accumulated amortization of $665,710 in 1997 and $607,857 in 1996 459,146 516,999 Intellectual property rights, net of accumulated amortization of $627,117 in 1997 and $620,173 in 1996 43,056 50,000 Other assets 145,859 144,194 $ 5,571,993 $ 5,650,133 See accompanying notes. CANMAX INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets, continued (Unaudited) January 31 October 31 1997 1996 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,943,703 $ 1,724,195 Accrued liabilities 511,402 778,521 Deferred revenue 268,794 558,122 Current portion of lease obligation 129,720 128,282 Current portion of long-term debt 34,408 34,022 Advance from shareholder (Note E) 35,293 95,765 Total current liabilities 2,923,320 3,318,907 Lease obligations 137,631 169,794 Long-term debt 77,356 86,114 Shareholders' equity; Common stock, no par value, 44,169,100 shares authorized; 5,012,869 shares issued and outstanding in 1997 and 1996 18,372,574 18,372,574 Option to purchase common stock (Note D) 4,861,659 4,861,659 Accumulated deficit (20,800,547) (21,158,915) Total shareholders' equity 2,433,686 2,075,318 $ 5,571,993 $ 5,650,133 See accompanying notes. CANMAX INC. AND SUBSIDIARIES Condensed Consolidated Statements of Income (Unaudited) For the three months ended January 31 1997 1996 Revenues: Software licenses and product revenue $ 229,920 $ 1,141,460 Development 3,251,359 1,469,665 Service agreements 488,930 456,877 3,970,209 3,068,002 Costs and expenses: Cost of software licenses and product revenue 163,848 727,481 Cost of development revenues 1,400,880 424,550 Customer service 504,215 471,460 Product development 262,908 187,801 Selling and administration 1,279,999 1,089,019 3,611,850 2,900,311 Net income $ 358,359 $ 167,691 Net income per common and common equivalent share (Note F) $ .05 $ .03 Weighted average common and common equivalent shares outstanding (Note F) 6,611,805 6,424,818 See accompanying notes. CANMAX INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited) For the three months ended January 31 1997 1996 Operating Activities Net income $ 358,359 $ 167,691 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 235,832 218,859 Loss on disposal of assets 8,958 - Changes in operating assets and liabilities: Accounts receivable (118,404) 199,327 Inventory 209,488 (205,028) Prepaid expenses and other 1,833 (91,507) Accounts payable 219,508 (310,684) Accrued liabilities (267,119) (39,703) Deferred revenue (289,328) (2,760) Net cash provided by (used in) operating activities 359,127 (63,805) Investing activities: Purchase of property and equipment (12,953) (20,862) Capitalized software costs - (128,874) (Increase) decrease in other assets (1,665) 19,817 Net cash used in investing activities (14,618) (129,919) Financing activities: Net proceeds from issuance of common stock - 190 Decrease in lease obligation (30,725) (27,131) Decrease in development obligation - (65,000) Repayment of shareholder advance (60,472) - Repayment on borrowing (8,372) - Net cash used in financing activities (99,569) (91,941) Effect of exchange rate changes on cash 9 (1,226) Net increase (decrease) in cash 244,949 (286,891) Cash at beginning of period 908,772 477,364 Cash at end of period $ 1,153,721 $ 190,473 See accompanying notes. CANMAX INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three month period ended January 31, 1997 are not necessarily indicative of the results that may be expected for the year ending October 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10K for the year ended October 31, 1996. Certain amounts in the 1996 condensed consolidated statement of income have been reclassified to conform with the 1997 presentation. NOTE B - ACCOUNTS RECEIVABLE At January 31, 1997, accounts receivable included approximately $950,000 of work performed for which billings have not been presented to the customer or for which amounts are not contractually billable. The Company billed and collected approximately $550,000 of this amount in February, 1997. The remaining amount is scheduled to be billed and collected in March, 1997. NOTE C - INVENTORY Inventory consists primarily of computer hardware and purchased software. NOTE D - EDS AGREEMENT The Company signed agreements with Electronic Data Systems Corporation ("EDS") in April 1993 which were amended in October 1994. Under the terms of the amended agreements, EDS marketed the Company's software services and hardware technology to the retail petroleum marketplace exclusively, and the Company offered EDS the right to participate with its customers and prospective customers. In connection with the above agreements, EDS received an option to purchase up to 25% of the common stock of the Company calculated on a fully diluted basis at the time of exercise at an exercise price of not less than 75% of the market value of the common stock at the time of exercise, minus $4,861,659, which will be reduced by royalties or similar payments received by EDS from any licensing of the Company's product other than through EDS. The stock option is exercisable at EDS' option any time between April 22, 1994 and April 22, 1998. NOTE E - ADVANCES FROM SHAREHOLDERS During the first quarter of 1995, a director, W. Thomas Rinehart, advanced the Company $250,000. The advance was unsecured and had an interest rate of 10%. The principal balance is due on demand and is being repaid in weekly installments. Principal payments totaling $60,472 were made during the quarter ended January 31, 1997. NOTE F - NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE Net income per common and common equivalent share is based upon the weighted average number of common shares outstanding, and when dilutive, common equivalent shares outstanding during the period. Common equivalent shares consist of stock options (using the treasury stock method) and the EDS Option (Note D). MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Revenue During the first quarter of 1997, the Company had revenues of $3,970,209, an increase of $902,207 or 29.4% over the first quarter of 1996. Software licenses and product revenue for the first quarter of 1997 was $229,920, a decrease of $911,540 or 80.0% from the first quarter of 1996. The decrease is primarily due to the decline in sales of software and hardware components to The Southland Corporation (SLC) under their contract with the Company. The delivery of these items to SLC under their contract with the Company commenced during 1995 and concluded during the first quarter of 1996. Development revenue for the first quarter of 1997 was $3,251,359, an increase of $1,781,694 or 121.2% over the first quarter of 1996. Development revenue from the base contract with SLC continued to decline from approximately $411,000 during the first quarter of 1996 to approximately $185,000 during the same period in 1997, in accordance with the terms of the contract. Additionally, during the first quarter of 1996, the Company recognized development revenue of approximately $900,000 for work associated with a contract between the Company and NCR Corporation (NCR) to develop a preliminary (non scanning) point of sale software application in UNIX for SLC. This project was completed in July 1996. These reductions in development revenue were more than offset by additional development revenues of approximately $3,058,500 for work performed under an agreement with NCR and SLC to develop a scanning point of sale application for SLC and other associated inventory, merchandising and back office functions, running in a Windows NT environment. Service agreements revenue for the first quarter of 1997 was $488,930, an increase of $32,053 or 7.0% over the first quarter of 1996. This improvement results from an increase in revenue from the 24 hour/7 day a week help desk services of 23%, reflecting an increase in the number of sites supported from approximately 5,300 as of January 31, 1996 to approximately 5,900 as of January 31, 1997. This increase was offset by a decline in the installation and site survey revenues reflecting a lower number of new installations of the Company's proprietary software. Gross Margin Gross margin as a percentage of software licenses and product revenue and development revenue was 55.1% for the first quarter of 1997 compared with 55.9% for the same period in 1996. Gross margin on software sales was 48.9% for the first quarter of 1997 compared with 81.3% for the same period in 1996. The decline is due to reduced levels of sales of the Company's high margin proprietary software, C-Serve. Gross margin for development revenue for the first quarter of 1997 was 56.9% compared with 71.1% for the same period in 1996. This decrease is due to lower planned profit margins on the current NCR and SLC development project, the scanning point of sale application with associated inventory, merchandising and back office functions which operates in a Windows NT environment, as compared to the development project in progress in 1996, the preliminary (non scanning) point of sale software application in UNIX. The lower planned profit margin is a result of the need to employ a significant number of highly skilled contractors to complete certain phases of the NCR/SLC Windows NT based project throughout the life of the project including the first quarter of 1997. No such requirements were necessary or incurred during the first quarter of 1996. Expenses Customer service costs for the first quarter of 1997 increased 7.0% compared with the same period in 1996. This increase in costs is consistent with the increased revenues generated from the additional number of sites supported. Product development costs increased from $187,801 in the first quarter of 1996 to $262,908 for the first quarter of 1997. This 40.0% increase is due to the Company capitalizing $128,874 of software development costs relating to a new credit card processing network it had developed during the quarter ended January 31, 1996. No such costs were capitalized during the first quarter of 1997. Selling and administrative expenses increased 17.5% for the first quarter of 1997 compared with the first quarter of 1996, predominately as a result of the establishment of a business development unit responsible for identifying new business opportunities and project management as well as amounts accrued in the first quarter of 1997 for performance based compensation which were not accrued during the first quarter of 1996. As a result of the foregoing, the Company earned net income of $358,359, or $0.05 cents per share for the first quarter of 1997 as compared with net income of $167,691 or $0.03 cents per share for the first quarter of 1996. Liquidity and Capital Resources At January 31, 1997, the Company had net working capital of $756,085. During the quarter ended January 31, 1997, cash flow generated from operating activities was $359,127, an improvement of $422,932 over the three months ended January 31, 1996. To maintain liquidity during fiscal 1997, the Company must increase revenue volume through the successful completion of on-going development contracts with customers, the introduction of new products to the marketplace, and increasing the market share for existing products and services. The Company continues to utilize the majority of its development resources to complete the NCR/SLC Windows NT based project currently in progress. This project was originally scheduled to be completed by April 30, 1997. However, due to external factors and changes in requirements outside the control of the Company, the anticipated completion date for the Company's development activities is now May 31, 1997, with some testing and implementation to extend through August 1997. Modifications to project requirements will increase total project revenues from $9.5 million to $9.9 million. These modifications will have little impact on gross margins. Through January 31, 1997, approximately $7 million in revenues have been recognized under this contract. The Company currently has several projects under negotiation that are expected to absorb existing development resources at the completion of the NCR/SLC project and generate additional development revenues. The Company continues to develop a version of its C-Serve software that runs under the Microsoft Windows family of operating systems. This product is expected to be completed in the summer of 1997. The new product is being developed in conjunction with the NCR/SLC project noted above and is expected to include state of the art technology and best industry practices for the management of retail gas stations and convenience stores. Completion of the new product is dependent, among other things, on the successful and timely conclusion of key components of the development project currently in process for NCR/SLC. To complete development of the next generation Windows based product, the Company will need to perform additional development effort that is not funded by work currently being performed for SLC. Costs necessary to perform the additional development, to bring the new product to market and to provide for infrastructure improvements are estimated to range from $1.5 - $2.0 million. The Company has increased its sales and marketing efforts in order to generate market interest in existing systems as well as new products under development. The Company believes that it may be necessary to raise additional capital to complete development of its next generation product within the critical window of opportunity and to provide vital marketing and other support services. If cash generated by operations is insufficient to satisfy the Company's liquidity requirements, the Company may be required to sell additional debt or equity securities or obtain lines of credit, delay new product development or restructure operations to reduce costs. No financing arrangements to support this development project have been entered into by the Company at this time and there can be no assurances that such arrangements will be available in the future. The foregoing "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contains various forward- looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, which represent the Company's expectations or beliefs concerning, among other things, future operating results and various components thereof and the adequacy of future operations to provide sufficient liquidity. The Company cautions that such matters necessarily involve significant risks and uncertainties that could cause actual operating results and liquidity needs to differ materially from such statements, including, without limitation: user acceptance of Windows NT as an operating system, continued acceptance of UNIX based software and the Company's products and services, timing of completion of development projects and new products, competitive factors such as pricing and the release of new products and services by competitors, potential need for additional financing to fund product development, marketing and related support services, general economic conditions, product demand and manufacturing efficiencies. PART II - Other Information Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders during the quarter ended January 31, 1997. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 11.01 Statement re: Computation of earnings per share 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed with the Securities and Exchange Commission during the quarter ended January 31, 1997. 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. Canmax Inc. (Registrant) DATE: March 14, 1997 /s/ PHILIP M. PARSONS ________________________________ Philip M. Parsons Chief Financial Officer and Authorized Signatory DATE: March 14, 1997 /s/ ROGER D. BRYANT _______________________________ Roger D. Bryant President & CEO