FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: Commission File Number:
May 31, 1997 0-15588
CANTERBURY INFORMATION TECHNOLOGY, INC.
FORMERLY CANTERBURY CORPORATE SERVICES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2170505
(State of Incorporation) (I.R.S. Employer Identification No.)
1600 Medford Plaza
Route 70 & Hartford Road
Medford, New Jersey 08055
(Address of principal executive office)
Telephone Number: (609) 953-0044
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.
X Yes No
_____ _____
The number of shares outstanding of the registrant's common stock as of the
date of the filing of this report: 16,201,469 shares.
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
May 31,
1997 November 30,
(Unaudited) 1996
Current Assets:
Cash $ 453,444 $ 440,178
Accounts receivable net of
allowance for doubtful accounts
of $1,839,000 and $1,685,000 3,574,083 3,142,024
Notes receivable 864,001 978,582
Prepaid expenses and
other assets 860,742 641,645
Deferred income tax benefit 1,228,000 1,228,000
___________ ___________
Total Current Assets 6,980,270 6,430,429
Property and equipment
at cost, net of accumulated
depreciation and amortization
of $3,664,000 and $3,305,000 2,654,376 2,752,430
Goodwill net of accumulated amortization
of $1,378,000 and $1,178,000 9,049,124 8,914,086
Notes receivable 8,713,562 9,092,943
Other assets 309,817 275,131
___________ ___________
Total Assets $27,707,149 $27,465,019
=========== ===========
See Accompanying Notes
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
May 31,
1997 November 30,
(Unaudited) 1996
Current Liabilities:
Accounts payable - Trade $ 165,323 $ 230,000
Accrued expenses 332,955 374,859
Income taxes payable 490,855 424,845
Unearned tuition income 1,048,732 1,198,991
Current portion, long-term
debt 2,295,857 2,230,715
___________ ___________
Total Current Liabilities 4,333,722 4,459,410
Long-term debt 3,749,938 4,718,793
Deferred income tax liability 1,728,000 2,028,000
Shareholders' Equity:
Common stock, $.001 par value,
50,000,000 shares authorized;
16,201,000 and 15,054,000
issued outstanding 16,201 15,054
Additional paid in capital 15,938,011 14,840,642
Retained earnings 2,266,312 1,728,155
Treasury stock (325,035) (325,035)
___________ __________
Total Shareholders' Equity 17,895,489 16,258,816
___________ __________
Total Liabilities and
Shareholders' Equity $ 27,707,149 $ 27,465,019
============ ============
See Accompanying Notes
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
The following Consolidated Statements of Income for the three-month and
six-month periods ended May 31, 1997, and May 31, 1996, are unaudited, but the
Company believes that all adjustments (which consist only of normal recurring
accruals) necessary for a fair presentation of the results of operations for
the respective periods have been included. Quarterly results of operations
are not necessarily indicative of results for the full year.
Three months ended Six months ended
May 31, May 31,
(Unaudited) (Unaudited)
1997 1996 1997 1996
Net revenues $4,188,853 $4,378,813 $7,363,132 $7,607,949
Costs and expenses 1,826,953 2,068,134 3,373,089 3,241,303
__________ __________ __________ __________
Gross profit 2,361,900 2,310,679 3,990,043 4,366,646
Selling 495,834 558,049 965,316 978,186
General and
administrative 1,113,523 1,272,210 2,052,004 2,100,600
Provision for
doubtful accounts 76,738 100,526 154,568 176,312
__________ __________ __________ __________
Total operating expenses 1,686,095 1,930,785 3,171,888 3,255,098
Other (income)/expenses
Interest income (147,488) (65,593) (308,096) (139,637)
Interest expense 127,339 171,748 248,521 367,973
Other (11) (3,112) 10,573 (15,294)
__________ __________ __________ __________
Income before provision for
income taxes and
discontinue operation 695,965 276,851 867,157 898,506
Provision for income taxes 264,000 117,000 329,000 349,000
Income from continuing __________ __________ __________ __________
operations 431,965 159,851 538,157 549,506
Discontinued operation
Income from discontinued
operation net of income
taxes of $18,000 and $235,000 - 24,969 - 368,424
__________ __________ __________ __________
Net income $ 431,965 $ 184,820 $ 538,157 $ 917,930
========== ========== ========== ==========
Net income per common
share and common share
equivalents:
Primary:
Income from continuing
operations $ .03 $ .01 $ .04 $ .04
Discontinued operation - - - .03
_________ _________ _________ _________
Net income per share $ .03 $ .01 $ .04 $ .07
========= ========= ========= =========
Common and common
share equivalents
(weighted average):
Primary 15,931,000 14,360,600 15,606,000 13,944,100
See Accompanying Notes
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MAY 31, 1997 AND MAY 31, 1996
May 31, May 31,
1997 1996
Cash flows from operating activities:
Cash received from
customers $ 6,626,246 $ 6,357,316
Cash paid to suppliers and
employees (6,442,766) (6,138,936)
Interest received 308,096 139,637
Interest paid (248,521) (367,973)
___________ ___________
Net cash provided by
operating activities $ 243,055 $(9,956)
Cash flows from investing activities:
Capital expenditures (261,331) (273,579)
Collection on notes receivable 497,221 422,179
___________ ___________
Net cash provided by/(used in)
investing activities 235,890 148,600
Cash flows from financing activities:
Principal payments on long-term debt (98,436) (313,645)
Proceeds from revolving credit facility - 100,000
Repayment of revolving
credit facility - (389,000)
Proceeds from long-term debt 113,473 337,643
Proceeds from exercise of stock
options and warrants - 11,150
Proceeds from issuance of common stock, net 438,034 1,163,786
Repayment on term loan (918,750) (1,037,500)
Payment of dividends on
preferred stock - (7,376)
Purchase of treasury stock - (13,000)
___________ ___________
Net cash used in
financing activities (465,679) (147,942)
Net cash used in
discontinued operation - (632,482)
Net increase/(decrease) in cash 13,266 (641,780)
Cash at beginning of period 440,178 1,471,702
------------ -----------
Cash at end of period $ 453,444 $ 829,922
============ ===========
See Accompanying Notes
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MAY 31, 1997 AND MAY 31, 1996
May 31, May 31,
1997 1996
Reconciliation of income from continuing
operations to net cash provided by
operating activities:
Income from continuing operations $ 538,157 $ 549,506
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation and amortization 559,275 $490,078
Provision for doubtful accounts 154,568 176,312
Deferred income tax benefit (300,000) (460,792)
Change in operating assets
and liabilities:
Increase in accounts receivable (358,792) (713,753)
Increase in prepaid expenses (161,675) (185,166)
Increase in other assets (34,686) (143,805)
Increase/(decrease) in accounts payable (32,519) 17,127
Decrease in accrued expenses (37,024) (37,173)
Increase/(decrease) in unearned tuition
income (150,259) 80,710
Increase in income taxes payable 66,010 217,000
___________ __________
Total adjustments (295,102) (559,462)
___________ __________
Net cash provided by/(used in)
operating activities $ 243,055 $ (9,956)
=========== ============
See Accompanying Notes
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
all of its subsidiaries. All material intercompany transactions have been
eliminated.
Use of Estimates
The preparation of 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 at May 31, 1997,
and revenues and expenses for the six months ended May 31, 1997. The ultimate
outcome and actual results could differ from the estimates and assumptions
used.
Revenue Recognition
The Company's computer software training segment records revenue at the time
an individual attends the training class.
The Company's software development segment records revenue at the time of
shipment of product to its clients.
The Company's management training segment records revenue based on performance
of seminars to its clients.
The Company's vocational training segment records tuition revenues ratably
over the term of the courses which run for approximately two to eight weeks.
Receivables for students' tuition are recorded as of the students' first day
of class attendance. Unearned tuition income represents revenue to be
recognized over the term of the courses.
Statement of Cash Flows
For purposes of the Statement of Cash Flows, cash refers solely to demand
deposits with banks and cash on hand.
Depreciation and Amortization
The Company depreciates and amortizes its property and equipment for financial
statement purposes using the straight-line method over the estimated useful
lives of the property and equipment (useful lives of leases or lives of
leasehold improvements and leased property under capital leases, whichever is
shorter). For income tax purposes, the Company uses accelerated methods of
depreciation.
Amortization of Intangible Assets
Goodwill is being amortized over twenty-five years using the straight-line
method.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Deferred Income Taxes
The Company utilizes the liability method to account for income taxes. This
method gives consideration to the future tax consequences associated with the
differences between financial accounting and tax bases of assets and
liabilities.
Earnings Per Share
Earnings per share is computed using the weighted average common shares
outstanding during the year and includes the dilutive effect of common stock
equivalents (options).
Accounting Changes
In October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") 123, "Accounting for
Stock-Based Compensation." SFAS 123 is effective for fiscal years beginning
after December 15, 1995. SFAS 123 provides companies with a choice to follow
the provisions of SFAS 123 in determining stock based compensation expense or
to continue with the provisions of APB 25, "Accounting for Stock Issued to
Employees." The Company will continue APB 25 and will provide the pro forma
disclosures as required by SFAS 123 in the November 30, 1997 notes to the
consolidated financial statements. The Company does not expect that adoption
of SFAS 123 will have a material effect on its consolidated financial
statements.
2. Acquisition
On May 5, 1997, the Company acquired the business of ATM Technologies, Inc. of
Houston, Texas for $500,000 of Canterbury restricted common stock and the
opportunity to earn an additional $840,000 in Canterbury restricted common
stock after the first year based on achievement of certain pretax earnings
levels. Based on the market price of Canterbury stock as of the purchase
date, 457,143 shares were issued to the previous owners of ATM. The results
of operations are insignificant and do not materially change actual historical
reported results for the six months ended May 31, 1996. Based on this fact,
no pro forma information is presented for that period.
3. Segment Reporting
The Company is organized into four operating segments: computer software
training, management training, software development and vocational training.
The computer software training segment trains corporate workers and managers
as an authorized training center for Microsoft, Lotus, Borland, WordPerfect,
Aldus and Apple on DOS, Windows and Macintosh platforms.
The management training segment conducts corporate seminars in management
and team development, selling and negotiating, interpersonal communication,
executive development and organizational problem solving.
The software development segment specializes in the development, marketing
and distribution of document imaging and tracking software.
The Company's vocational training segment develops, markets and teaches
courses that focus upon job-related skills in vocations such as word
processing specialist, computer operator, tractor trailer driver, bartender,
phlebotomy technician and electrocardiography technician. Its clients are
individuals who wish to seek employment, corporations who need to hire these
individuals, as well as other corporations that hire Canterbury on a direct
basis to train its existing employees.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Selected financial information for each segment, which includes an allocation
of corporate expenses, is as follows:
Six Months Income Capital Depreciation &
Ended 5/31/97 Revenues Before Taxes Assets Expenditures Amortization
Computer Software
Training $5,694,388 $ 468,616 $ 3,147,963 $261,331 $243,944
Software
Development 183,559 30,277 208,106 - 359
Management
Training 781,984 278,454 291,110 - 241
Vocational
Training/Corporate 703,201 89,810 24,059,970 - 314,731
__________ _________ ___________ ________ ________
$7,363,132 $ 867,157 $27,707,149 $261,331 $559,275
========== ========= =========== ======== ========
Six Months Income Capital Depreciation &
Ended 5/31/96 Revenues Before Taxes Assets Expenditures Amortization
Computer Software
Training $5,782,715 $551,025 $ 2,925,020 $273,579 $ 215,238
Software
Development - - - - -
Management
Training 798,399 349,953 287,851 - 577
Vocational
Training/Corporate 1,026,835 (2,472) 20,434,998 - 274,263
__________ ________ ___________ ________ _________
$7,607,949 $898,506 $23,647,869 $273,579 $490,078
========== ======== =========== ======== ========
4. Discontinued Operation
On November 30, 1996 the Company sold Landscape Maintenance Services, Inc.,
which comprised its business maintenance services segment. The proceeds of
the sale consisted of both cash and notes totalling $4,500,000. The note
bears interest at 8% per annum and is secured by substantially all assets
and business of the buyer.
The results of operations has been reported as a discontinued operation and
the financial statements for the quarter ended May 31, 1996 have been restated
to reflect the discontinuation of the business maintenance services segment.
The following is a summary of the results of operations of the Company's
business maintenance services segment.
Six Months ended
May 31, 1996
Revenue $ 6,565,360
Income from operations
(net of taxes of $235,000) 368,424
Cost and expenses for this discontinued segment include approximately $530,000
representing allocated costs from corporate for the six months ended May 31,
1996.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The net assets of discontinued operation were as follows:
May 31, 1996
Current Assets $ 2,480,316
Current liabilities (1,638,841)
Property, plant and equipment, net 800,452
Other, net (167,099)
___________
Total $ 1,474,828
===========
5. Property and Equipment
Property and equipment consists of the following:
May 31, November 30,
1997 1996
Land, buildings and improvements $ 725,910 $ 725,910
Equipment 3,811,128 3,262,009
Furniture and fixtures 1,188,229 1,184,741
Leased property under capital
leases and leasehold
improvements 593,480 884,756
___________ ___________
6,318,747 6,057,416
Less: accumulated depreciation
and amortization (3,664,371) (3,304,986)
___________ ___________
Net property and equipment $ 2,654,376 $ 2,752,430
=========== ===========
6. Long-Term Debt
May 31, November 30,
1997 1996
Long-term obligations consist of:
Term loan $ 2,712,500 $ 3,631,250
Revolving credit line 2,774,620 2,774,620
Capital lease obligations 558,675 543,638
___________ ___________
6,045,795 6,949,508
Less: Current maturities (2,295,857) (2,230,715)
___________ ___________
$ 3,749,938 $ 4,718,793
=========== ===========
During 1996 the Company and its primary lender, Chase Manhattan Bank,
instituted litigation, each claiming that the other party violated the terms
of the credit agreement. As a result, the debt was declared in default. In
February, 1997, the litigation was settled and all outstandings with Chase
were restructured and become due on December 31, 1997. The Company and Chase
agreed that all alleged defaults under the previous agreements were
permanently waived and the Company would use its best efforts to replace Chase
during 1997.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The Company is in the process of replacing Chase as its primary lender and is
confident that this refinancing should be completed before December, 1997.
Based on this assumption, the Company is continuing to classify a significant
portion of the bank debt as long term. The projected maturities of the debt
beyond December, 1997 cannot be readily determined at this time.
The Company agreed to make principal payments against the term loan throughout
1997. The first payment of $919,000 was made in April, 1997; $518,750 was
paid in June and $518,750 is to be paid during September, 1997. The revolving
credit facility will remain at $2,774,600 until December 31, 1997, with no
additional borrowings or repayments scheduled during Fiscal 1997. The capital
leases will be paid as usual on a monthly basis, with any remaining balance
due on December 31, 1997.
Interest rates on all outstanding debt will remain at the same rate as before
the restructuring. The term loan interest rate is LIBOR plus 3% or the Bank's
prime rate plus 1/2%. The revolving credit facility carries an interest rate of
LIBOR plus 2 1/2% or the Bank's prime rate of interest. The Company has the
right to choose which rate is to be utilized on a periodic basis. The 30 day
LIBOR rate at May 31, 1997 was 5.69%. As of May 31, 1997, the Company was in
compliance with or has received a waiver on all of the debt covenants relating
to both the term loan and the revolving credit facility.
The long-term debt is secured by substantially all of the assets of the
Company.
Aggregate maturities on long-term debt for the next five years, exclusive of
obligations under capital leases, are approximately $5,487,120, $0, $0, $0 and
$0 respectively.
The carrying value of the long-term debt approximates its fair value.
7. Capital Leases
Capital lease obligations are certain equipment leases which expire from
October, 1998 to June, 2001. Future payments under capitalized leases
together with the present value, calculated at the respective leases' implicit
interest rate of approximately 10.5% to 11% at their inception, are as
follows:
Year ending November 30, 1997 $160,750
Year ending November 30, 1998 244,236
Year ending November 30, 1999 190,864
Year ending November 30, 2000 28,248
Year ending November 30, 2001 8,525
________
Total minimum lease payments 632,623
Less amount representing interest (73,948)
________
Present value of long-term obligations
under capital leases $558,675
========
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Item 2. Management's Discussion of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Working capital at May 31, 1997 was $2,646,000. During 1996 the Company and
its primary lender, Chase Manhattan Bank, instituted litigation, each claiming
that the other party violated the terms of the credit agreement. As a result,
the debt was declared in default. In February, 1997, the litigation was
settled and all outstandings with Chase were restructured and become due on
December 31, 1997. The Company and Chase agreed that all alleged defaults
under the previous agreements were permanently waived and the Company would
use its best efforts to replace Chase during 1997. The Company is in the
process of replacing Chase as its primary lender and is confident that this
refinancing should be completed before December, 1997.
Management believes that positive cash flow contributions from the Company's
operating segments will be sufficient to cover cash flow requirements for
Fiscal 1997. There was no material commitment for capital expenditures as of
May 31, 1997. Inflation was not a significant factor in the Company's
financial statements.
Cash flow from continuing operations for the six months ended May 31, 1997 was
$243,000, an increase of $253,000 over the previous year. This increase was
attributed to higher interest income and lower interest expense.
In February, 1997, the Company raised $434,782, net of applicable costs,
through a Regulation D Private Placement of its common stock to one accredited
investor at a price of $1.00 per share. This equity was used for general
working capital purposes.
Results of Operations
Revenues
Revenues for the three months ended May 31, 1997 decreased by $189,000 (4%) to
$4,189,000 from the same period last year. For the six months ended May 31,
1997, revenues decreased by $235,000 (3%). These decreases were attributable
to reduction in the vocation training segment.
Costs and Expenses
Costs and expenses for the three months ended May 31, 1997 decreased by
$241,000 (12%) over the same three-month period in 1996. This reduction was
the result of lower delivered revenues in the vocational training segment, as
well as overall cost reductions in the other operating segments. For the six
month period ending May 31, 1997, costs and expenses increased by $132,000
(4%), due to higher expenses in the first quarter of the year associated with
the computer training segment in the form of additional facilities and
personnel costs.
Selling expense for the three-month period ended May 31, 1997 decreased by
$62,000 (11%) over the previous year due to lower commissions paid on lower
revenues as well as a reduction in total sales force and territorial
realignment for the computer training segment.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
General and administrative costs also decreased for the three-month period
ended May 31, 1997 versus the same three months in 1996. The reduction of
$159,000 (12%) was related to reduced personnel related costs was the main
reason for the decrease during the quarter.
Interest income for the quarter ended May 31, 1997 increased by $82,000 (126%)
over the same period in 1996. This increase is due to the note receivable
income generated by the sale of the discontinued operation (business
maintenance services).
Interest expense deceased by $45,000 (26%) for the quarter ended May 31, 1997,
and $120,000 (34%) for the six months ended May 31, 1997 versus the comparable
periods in Fiscal 1996 due to a reduction in the principal balance of the
Company's term loan. As of the date of this report the term loan balance has
been reduced by over $6,100,000 since its inception in June, 1994.
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
See Footnote 6 to the Financial Statements
Item 2 Changes in Securities
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
As a subsequent event, the Company held its Annual Meeting of Stockholders on
June 12, 1997, wherein the shareholders voted for the following Directors:
Stanton M. Pikus, Kevin J. McAndrew, Jean Z. Pikus, Alan Manin, Stephen
Vineberg, Paul Shapiro and Frank A. Cappiello by at least 96.88% of the vote.
The shareholders also ratified Ernst & Young, LLP as the Company's Indpendent
Public Auditors (98.78%). 98.78% of the shareholders voted to approve the
name change of the Company to Canterbury Information Technology, Inc. by
amending its Certificate of Incorporation.
Item 5 Other Information
As a subsequent event, in June, 1997, the Company raised $431,000, net of
applicable costs through the Private Placement of Class D, non-trading
Convertible Preferred Stock to two accredited investors at a price of $1.00
per share of Convertible Preferred Stock. The Convertible Preferred Stock
converts into common stock, par value $.001 per share of the Company at a 20%
discount to the Market Price at a rate of 1/3 of the Preferred Stock five days
following the effective date of a registration statement for the common shares
(to be filed within 60 days after the Private Placement is complete), 1/3
thirty days after the first conversion date and the remaining 1/3 thirty days
after the second conversion date. The equity raised in this Private Placement
was used for general working capital purposes.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits: None
Reports on Form 8-K:
None.
As a subsequent event, a Form 8-K was filed on June 20, 1997 to report the
Amendment to the Certificate of Incorporation to change the Company's name to
Canterbury Information Technology, Inc.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
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.
CANTERBURY INFORMATION TECHNOLOGY, INC.
(Registrant)
By:/s/ Stanton M. Pikus
_____________________________________
Stanton M. Pikus
President
(Chief Executive Officer and duly
authorized signer)
By:/s/ Kevin J. McAndrew
_____________________________________
Kevin J. McAndrew, C.P.A.
Chief Operating Officer, Executive Vice
President
(Chief Financial Officer and duly
authorized signer)
July 15, 1997