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 August 31, 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 of incorporation) (I.R.S. Employer
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 |_|
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 September 30, 1999,
the registrant has 6,823,844 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 -
August 31, 1999 and May 31, 1999 3
Consolidated Statements of Operations -
for the three months ended August 31, 1999 and 1998 4
Consolidated Statements of Cash Flows -
for the three months ended August 31, 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 7-10
PART II. OTHER INFORMATION: 11
Item 1. Legal Proceedings 11
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)
August 31, May 31,
1999 1999
---- ----
Assets:
Cash and cash equivalents $ 5,920 $ 5,800
Accounts receivable, net 493 304
Notes receivable 2,984 3,205
Investment in mortgage participation notes 1,055 862
Inventory 7,646 6,961
Net investment in direct financing leases 3,204 4,807
Rental equipment, net 8,443 11,818
Property, plant and equipment, net 355 375
Other assets 580 1,212
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Total assets $ 30,680 $ 35,344
======== ========
Liabilities and Shareholders' Equity:
Liabilities:
Accounts payable and other liabilities $ 1,585 $ 1,852
Discounted lease rental borrowings 43 207
Note payable to institution - collateralized 5,813 7,515
Net liabilities of discontinued operations 63 984
Deferred lease revenue 1,713 2,710
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Total liabilities 9,217 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 (13,274) (12,661)
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21,926 22,539
Treasury stock, at cost; 216,824 shares (463) (463)
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Total shareholders' equity 21,463 22,076
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Total liabilities and shareholders' equity $ 30,680 $ 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 Data)
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended
August 31,
--------------------------
1999 1998
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Revenues:
Equipment sales $ 2,935 $ 3,098
Equipment rentals 1,551 1,871
Income from direct financing leases 218 206
Interest, fees and other income 134 503
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4,838 5,678
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Costs and Expenses:
Cost of sales 2,555 2,696
Depreciation of rental equipment 1,283 1,421
Interest expense 156 137
Other operating expenses 282 300
Selling, general and administrative expense 1,175 920
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5,451 5,474
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(Loss) Income from continuing operations before income taxes (613) 204
Provision for income tax -- 77
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(Loss) Income from continuing operations (613) 127
(Loss) from discontinued operations, net of tax benefit -- (17)
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Net (Loss) Income $ (613) $ 110
======= =======
Basic and diluted net (loss) income per share (Note 1):
(Loss) Income from continuing operations $ (.09) $ .02
(Loss) from discontinued operations -- --
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Net (Loss) Income $ (.09) $ .02
======= =======
Weighted average number of shares of common
stock outstanding 6,885 6,939
======= =======
The accompanying notes are an integral part of these financial statements.
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Continental Information Systems Corporation
and its Subsidiaries
(In Thousands)
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended
August 31,
--------------------------
1999 1998
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Cash flows from operating activities:
Net (Loss) income $ (613) $ 110
Less: Net (loss) from discontinued operations -- (17)
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(Loss) income from continuing operations (613) 127
------- -------
Adjustments to reconcile net income from continuing operations
to net cash provided by operating activities:
Depreciation and amortization 1,309 1,444
Effect on cash flows of changes in:
Accounts receivable (189) (292)
Notes receivable 221 (1,925)
Other assets 632 (4)
Accounts payable and other liabilities (267) (224)
Deferred lease revenue (997) (763)
Other 347 (326)
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1,056 (2,090)
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Net cash provided by (used in) continuing operations 443 (1,963)
Net cash used in discontinued operations (921) (280)
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Net cash used in operations (478) (2,243)
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Cash flows from investing activities:
Proceeds from sale of equipment subject to lease 2,948 3,098
Gain from sale of equipment subject to lease (380) (402)
Purchase of rental equipment (204) (1,003)
Purchase of property and equipment (5) (14)
Collections of rentals on direct financing leases net of
amortization of unearned income 315 345
(Disbursement for) proceeds from investment in mortgage notes (210) 850
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Net cash provided by investing activities 2,464 2,874
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Cash flows from financing activities:
Proceeds from lease, bank and institution financings 670 1,900
Payments on lease, bank and institution financings (2,536) (4,079)
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Net cash used in financing activities (1,866) (2,179)
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Net increase (decrease) in cash and cash equivalents 120 (1,548)
Cash and cash equivalents at beginning of period 5,800 3,211
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Cash and cash equivalents at end of period $ 5,920 $ 1,663
======= =======
Cash paid for income taxes $ 46 $ 107
Cash paid for interest $ 152 $ 145
Supplemental schedule of noncash activites:
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 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 in conformity with
generally accepted accounting principles. The results of operations for
the three months ended August 31, 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 notes thereto,
for the fiscal year ended May 31, 1999, included in the Company's annual
report on 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 income (loss) per share for the three months ended August 31,
1999 and 1998, was computed based on the weighted average number of shares
of common stock outstanding during the periods. As of August 31, 1999, the
Company had issued and outstanding options to purchase 376,672 shares of
common stock (See Note 5). The effect of these options is antidilutive in
the computation of diluted net income (loss) per share.
3. 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 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 periods. Actual results could differ from those
estimates.
4. Reclassifications
Certain prior period balances in the financial statements 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, 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 August 31, 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
=======
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 annual report on 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. Actual results may differ materially. 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.
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Continental Information Systems Corporation
and its Subsidiaries
- --------------------------------------------------------------------------------
Results of Operations
Comparison of the Three Months Ended August 31, 1999 and 1998
Continuing Operations
Revenues
Total revenues decreased 14.8% to $4.8 million for the three months ended August
31, 1999 from $5.7 million for the comparable fiscal quarter in 1998. Within
this revenue category, equipment sales decreased 5.3% to $2.9 million for the
three months ended August 31, 1999 from $3.1 million for the comparable fiscal
quarter in 1998.
Equipment rentals and income from direct financing leases decreased 14.4% to
$1.8 million for the quarter ended August 31, 1999 from $2.1 million for the
quarter ended August 31, 1998. The decrease was due to lease rents in CIS Air
being lower in the amount of $323,000 for the quarter ended August 31, 1999 as
compared to quarter ended August 31, 1998.
Interest, fees and other income decreased 73.3% to $134,000 for the three months
ended August 31, 1999 from $503,000 for the comparable fiscal quarter in 1998.
This decrease principally reflects a decline 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.
Costs and Expenses
Depreciation of rental equipment decreased 9.7% to $1.3 million for the quarter
ended August 31, 1999 from $1.4 million for the comparable fiscal quarter in
1998. This decrease is due to a decrease in the rental equipment as a result of
several engines coming off lease at the end of the quarter in August 1999.
Interest expense increased 13.9% to $156,000 for the quarter ended August 31,
1999 from $137,000 for the comparable quarter in 1998 due to an increase in
notes payable balance in the amount of $3.3 million.
Selling, general and administrative expenses increased 27.7% to $1.2 million for
the three months ended August 31, 1999 from $0.9 million for the comparable
fiscal period in 1998. This increase is attributable to severance and employee
benefits accrual in the amount of $150,000 for terminated Syracuse employees,
increased legal fees relating to litigation with two lessees of CIS Air in the
amount of $102,000 and consulting fees for CIS Air in the amount of $54,000.
Income Taxes
For the quarter ended August 31, 1998, a provision for deferred income tax
expense on income from continuing operations was recorded, at an effective tax
rate of 38%, in the amount of $77,000. For the quarter ended August 31, 1999,
provision for deferred income tax benefit on income from continuing operations
was not recorded, since, in management's opinion, the realizability of the
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 three months ended August 31, 1999 was $0.5
million as compared to $2.2 million for the comparable period in 1998 and net
cash provided by continuing operations for the three months ended August 31,
1999 was $0.4 million as compared to net cash used in continuing operations in
the amount of $2 million for the comparable period in 1998. In the quarter ended
August 31, 1998, CIS Air financed DC-10 parts inventory in the amount of $2.25
million. Net cash used in discontinued operations for the three months ended
August 31, 1999 was $921,000 as compared to $280,000 for the comparable period
in 1998. This increase was primarily due to the payment to the former owners of
its LaserAccess business unit in settlement of their claim.
Net cash provided by investing activities for the quarter ending August 31, 1999
was $2.5 million compared to $2.9 million for the quarter ended August 31, 1998.
The Company purchased $204,000 of additional rental equipment for lease
transactions during the three months ended August 31, 1999 as compared to $1.0
million for the comparable period in 1998. The Company invested $210,000 in its
investment in mortgage participation notes during the three months ended August
31, 1999 as compared to proceeds of $850,000 from investment in mortgage
participation notes. 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 expenses for its Electronic Execution Portal Business. During
such period the Company does not anticipate generating any revenue in connection
with such business. The Company currently has adequate funds on hand to finance
such activities. There can be no assurance that additional funds will not be
necessary to continue the operation prior to revenue being generated. The
Company may need to finance such additional expenses or may seek to issue debt
or equity securities. Alternatively, the Company may choose to seek outside
strategic investors in return for equity stakes in its portal subsidiary. During
the quarter ended August 31, 1999 the Company did not expend any significant
amount of funds for its Portal Business.
Proceeds from lease, bank and institution financings for the three months ended
August 31, 1999 and 1998 were $0.7 million and $1.9 million, respectively, while
repayments on these financings were $2.5 million and $4.1 million for the
respective 1999 and 1998 periods.
As of August 31, 1999, the Company had $5.9 million in cash and cash
equivalents, as compared to $1.7 million at August 31, 1998 and $5.8 million at
May 31, 1999. In August 1999 proceeds of $2.9 million was received by CIS in
connection with the sale of leased equipment. 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 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 August 31, 1999, $5,813,000 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 approaches, a critical issue has emerged for all companies,
including the Company, with respect to whether application software programs and
operating systems utilized by a company and the companies with which it does
business can 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
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Continental Information Systems Corporation
and its Subsidiaries
- --------------------------------------------------------------------------------
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 uses
in an effort to determine whether it or its operations may be materially
adversely affected by this "Year 2000" conversion. As a result of that review,
the Company upgraded and replaced its hardware systems with systems that are
Year 2000 compliant. In addition, the Company has completed conversion to the
updated release of its vendor's lease billing software and new accounting
software, which is year 2000 compliant. The Company has inquired of, and
generally obtained the assurances of, the providers of such software with
respect to its being Year 2000 compliant. Based on its review the Company does
not presently believe that Year 2000 compliance issues with respect to its
software and systems will cause any material disruptions, malfunctions or
failures of its business. However, no assurances can be given that such review
uncovered every potential adverse effect of the Year 2000 conversion in
connection with any of such software or systems.
With respect to assets other than its computer hardware and software systems,
the Company is aware that some of the equipment it leases may have embedded
technology that is not Year 2000 compliant. Under the terms of the leases,
however, the Company is not responsible for the maintenance and repair of this
equipment, and the leases are non-cancelable. Failure to achieve Year 2000
compliance may materially adversely affect the residual value of such equipment.
No assurance can be given that such decrease in residual value would not have a
material adverse effect on the Company's business or results of operations.
However in light of the sale of a substantial portion of the Company's equipment
lease portfolio, such exposure is diminished. The Company has concluded its
review of whether the software and systems of the vendors, financing sources,
customers, equipment manufacturers or distributors or other parties with which
it deals may, as a result of the Year 2000 conversion, have a materially adverse
effect on the Company or its operations. As part of this review, the Company has
obtained assurances from each of such parties, whose dealings with the Company
are material to the Company or its operations, that such party does not and will
not utilize software or systems that may interfere with the Company, or are or
will be important to the operations of such party, that may cause problems to
such party or the Company as a result of the Year 2000 conversion. However, no
assurances can be given that the information obtained by the Company is accurate
from such parties so as such to determine whether it may be materially adversely
affected by the software or systems of such parties.
The Company currently believes that its systems will be Year 2000 compliant
during the remainder of 1999 and therefore has not developed a contingency plan.
Nevertheless, the Company will maintain an ongoing effort to recognize and
evaluate potential exposure relating to the Year 2000 conversion arising from
its use of software supplied by other parties or its dealings with other
parties. The total cost to the Company of these Year 2000 compliance activities
has not been, and is not anticipated to be, material to its financial position
or results of operations in any given year.
-10-
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On June 1, 1999, CIS Air commenced an action in New York State Court against
Eastwind Airlines, Inc. seeking damages resulting from Eastwind's failure to pay
monies owed under a lease of one Boeing-737 Aircraft and two jet engines. On
July 20, 1999, Eastwind answered the complaint and denied liability.
On September 29, 1999 CIS Air, together with other creditors, filed a petition
of involuntary bankruptcy against Eastwind listing claims by CIS Air against
Eastwind in the amount of $4,623,382. Under the Bankruptcy Code the action
should serve as a stay of any legal proceedings pending against Eastwind.
On October 12, 1999 CIS Air 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 $4,623,382 based on
the assumption of liability by UM of Eastwind's obligations.
The Company had previously filed suit in the Superior Court of Guilford County,
North Carolina for return of the aircraft and other engines on lease to
Eastwind. The Company obtained the return of its aircraft and engines, without
prejudice to its underlying monetary claims.
As previously disclosed CIS Air was involved in litigation with Interglobal,
Inc. ("Interglobal") and Aero California S.A. de C.V. ("Aero California") in the
Superior Court of the State of California for the County of Orange. The parties
reached a settlement agreement and mutual release of all claims by restructuring
the promissory notes and security pledge agreements. Under the restructured
agreement Interglobal issued a superceding secured promissory note, agreed to
sell the underlying aircraft at a guaranteed sales price within one year, and in
lieu thereof issued a secondary promissory note. Both notes are guaranteed by
AeroCalifornia. AeroCalifornia also agreed to make two lump sum payments within
twenty days of settlement, both payments which have been made. CIS Air also
agreed to purchase the 50% interest in the notes and settlement proceeds it did
not own.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following documents are filed as part of this Quarterly Report:
Exhibit No.
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2.1* Disclosure Statement with respect to Trustee's Joint Plan of
Reorganization dated October 4, 1994.
2.2* November 29, 1994 Order Confirming Trustee's Joint Plan of
Reorganization dated October 4, 1994.
3.1* Restated Certificate of Incorporation, as amended (Filed as Exhibit
3.1 to the Company's Form 10-Q for the quarter ended November 30,
1997 and incorporated herein by reference).
3.2** Restated Bylaws as amended through October 20, 1998 (Filed as
exhibit 3.2 to the Company's Form 10-K for the fiscal year ended May
31, 1999 and incorporated herein by reference).
10.1** 1995 Stock Compensation Plan (Filed as Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended August 31, 1995 and incorporated
herein by reference).
10.2** Advisory Agreement for Real Estate Related Investments between
Continental Information Systems Corporation and Emmes Investment
Management Co. LLC dated June 30, 1997 (Filed as Exhibit 10.13 to
the Company's Form 10-K for the fiscal year ended May 31, 1997 and
incorporated herein by reference).
10.3* Loan and Security Agreement between CIS Air Corporation and Heller
Financial, Inc. dated December 19, 1997 (Filed as Exhibit 10.1 to
the Company's 10-Q for the quarter ended February 28, 1998 and
incorporated herein by reference).
27.1 Financial Data Schedule.
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* Filed as an exhibit to the Company's amended Form 10 Registration Statement
(Commission File No. 0-25104), originally filed November 10, 1994 and
incorporated by reference.
** Incorporated by reference.
(b) Report on Form 8-K
The Company filed the following report on Form-8K on the date
indicated during the quarter ended August 31, 1999.
Date Description
---- -----------
June 16, 1999 The Company announced the settlement of all
litigation with the former owners of the
Company's LaserAccess Printing Business.
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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: October 15, 1999 By: /s/ Michael L. Rosen
------------------------
Michael L. Rosen
President, Chief Executive Officer and Director
Date: October 15, 1999 By: /s/ Jonah M. Meer
------------------------
Jonah M. Meer
Senior Vice President, Chief Operating Officer
and Chief Financial Officer
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