CANTERBURY CORPORATE SERVICES INC
10-Q, 1996-04-12
EDUCATIONAL SERVICES
Previous: EASTERN BANCORP INC, S-8, 1996-04-12
Next: KAUFMAN & BROAD HOME CORP, 10-Q, 1996-04-12




                                    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:
February 29, 1996                                                   0-15588



                       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:  14,144,009 shares.


<PAGE>


FORM 10-Q

                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements
- -----------------------------

                       CANTERBURY CORPORATE SERVICES, INC.

                           CONSOLIDATED BALANCE SHEET
                           --------------------------

ASSETS
- ------
<TABLE>
<CAPTION>
                                                         February 29,
                                                             1996                       November 30,
                                                          (Unaudited)                       1995
                                                          -----------                   ------------

<S>                                                       <C>                            <C>    
Current Assets:
    Cash                                                  $ 1,125,116                    $ 1,471,702
      Accounts receivable net of
         allowance for doubtful accounts
         of $2,364,000 and $2,276,000                       5,516,011                      5,281,731
  Notes receivable                                            134,435                        531,072
    Prepaid expenses and
      other assets                                            957,302                        782,136
  Refundable income taxes                                     326,000                        326,000
    Deferred income tax benefit                               794,676                        794,676
                                                          -----------                    -----------

      Total Current Assets                                  8,853,540                      9,187,317



  Property and equipment
      at cost, net of accumulated
      depreciation and amortization
      of $7,268,000 and $7,015,000                          3,647,847                      3,756,242
    Goodwill net of accumulated amortization
      of $874,000 and $886,000                              9,226,862                      9,440,645
  Note receivable                                           3,994,328                      4,028,921
  Other assets                                                498,274                        414,484
                                                          -----------                    -----------


      Total Assets                                        $26,220,851                    $26,827,609
                                                          ===========                    ===========
</TABLE>





                             See Accompanying Notes

                                        2

<PAGE>

FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, INC.
                           CONSOLIDATED BALANCE SHEET

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
<TABLE>
<CAPTION>
                                             February 29,
                                                 1996                            November 30,
                                             (Unaudited)                             1995
                                             ------------                        ------------
<S>                                         <C>                                 <C>   
Current Liabilities:  
 Accounts payable - Trade                   $    779,109                        $    697,768
 Accrued expenses                                895,573                           1,369,169
 Income taxes payable                            581,000                             132,000
 Unearned tuition income                       1,119,562                           1,186,886
 Current portion, long-term
  debt                                         2,385,933                           2,837,279
                                            ------------                        ------------

  Total Current Liabilities                    5,761,177                           6,223,102

 Long-term debt                                5,921,735                           6,572,701

 Deferred income tax liability                   719,000                             919,000


Shareholders' Equity:
 Convertible preferred stock, no par
  value, authorized 1,600,000 shares,
  at aggregate liquidation preference
 Class A, 12.5%, 100,000 shares
  issued and outstanding                            -                                 93,482
 Class B, 8%, 37,000 shares
  issued and outstanding                            -                                 35,000
 Class C, 10%, 180,000,
  shares issued and outstanding                     -                                130,006

 Common stock, $.001 par value,
  50,000,000 shares authorized;
  13,642,000 and 13,060,000
  issued outstanding                              13,642                              13,060

 Additional paid in capital                   13,167,035                          12,915,730

 Retained earnings                               794,697                              68,963
 Treasury stock                                 (156,435)                           (143,435)
                                            ------------                        ------------
  Total Shareholders' Equity                  13,818,939                          13,112,806
                                           -------------                        ------------


  Total Liabilities and
    Shareholders' Equity                   $  26,220,851                        $ 26,827,609
                                           =============                        ============

</TABLE>



                            See Accompanying Notes

                                        3

<PAGE>



FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME

The following Consolidated Statements of Income for the three-month periods
ended February 29, 1996, and February 28, 1995, 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
                                                 February 29, and February 28
                                                 ----------------------------
                                                         (Unaudited)
                                                      1996           1995
                                                      ----           ----

      Net revenues                                 $6,352,611     $5,740,662
      Costs and expenses                            3,248,689      2,908,178
                                                   ----------     ----------
      Gross profit                                  3,103,922      2,832,484

      Selling                                         445,137        400,037
      General and administrative                    1,278,390      1,488,080
      Provision for doubtful accounts                  88,286         49,399
                                                   ----------     ----------

      Total operating expenses                      1,811,813      1,937,516

      Other (income)/expenses
         Interest Income                              (74,044)        (2,633)
         Interest Expense                             196,225        242,687
         Other                                        (12,182)       (19,238)
                                                   -----------    ----------

      Income before provision for
         income taxes and
             discontinued operation                 1,182,110        674,152

      Provision for income taxes                      449,000        248,662
                                                   ----------     ----------
      Income from continuing operations               733,110        425,490

      Discontinued operation
         Income from discontinued operation
             net of income taxes of $110,430             -           111,250
                                                   ----------     ----------
      Net income                                   $  733,110     $  536,740
                                                   ==========     ==========

      Net income per common share and 
        common share equivalents:
         Primary:
             Income from continuing
               operations                                 .06     $      .04
             Discontinued operation                     -                .01
                                                   ----------     ----------
             Net income per share                  $      .06     $      .05
                                                   ==========     ==========
         Fully diluted:
             Income from continuing
               operations                                -        $      .03
             Discontinued operation                      -               .01
                                                   ----------     ----------
             Net income per share                  $     -        $      .04
                                                   ==========     ==========

         Common and common share
             equivalents (weighted
             average):
            Primary                                13,221,200     11,897,000
                                                   ----------     ==========
            Fully diluted                                -        12,584,400
                                                   ==========     ==========



                             See Accompanying Notes

                                        4

<PAGE>


FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE THREE-MONTHS ENDED FEBRUARY 29, 1996 AND FEBRUARY 28, 1995


                                                 February 29,     February 28,
                                                     1996             1995
                                                 ------------     ------------

Cash flows from operating activities:
    Cash received from
       customers                                 $ 5,962,721      $ 5,778,200
    Cash paid to suppliers and
       employees                                  (5,459,553)      (4,998,124)
    Interest received                                 74,044            2,660
    Interest paid                                   (196,226)        (242,889)
                                                 -----------      -----------

    Net cash provided by
       operating activities                      $   380,986       $  539,847

Cash flows from investing activities:
    Capital expenditures                            (144,834)        (169,805)
    Collection on notes receivable                   431,230             -
                                                 -----------       ----------

       Net cash provided by/(used in)
         investing activities                        286,396         (169,805)

Cash flows from financing activities:
    Principal payments on long-term debt            (103,242)         (40,923)
    Repayment of revolving
       credit facility                              (375,000)        (500,000)
    Proceeds from exercise of stock
       options and warrants                            3,400              -
    Repayment on term loan                          (518,750)             -
    Payment of dividends on
       preferred stock                                (7,376)         (11,104)
    Purchase of treasury stock                       (13,000)         (61,905)
                                                 -----------       ----------


       Net cash used in
         financing activities                     (1,013,968)        (613,932)
       Net cash provided by
         discontinued operation                            -          146,154

     Net decrease in cash                           (346,586)         (97,736)

       Cash at beginning of period                 1,471,702        1,384,030
                                                ------------       ----------

      Cash at end of period                     $  1,125,116      $ 1,286,294
                                                ============      ===========


                             See Accompanying Notes

                                        5

<PAGE>


FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE THREE-MONTHS ENDED FEBRUARY 29, 1996 AND FEBRUARY 28, 1995


                                              February 29,      February 28,
                                                  1996              1995
                                              ------------      ------------

Reconciliation of net income to net 
cash provided by operating activities:

Net income                                     $  733,110       $  536,740
Adjustments to reconcile
    to net cash provided by operating
    activities:
    Depreciation and amortization                 351,691         $335,441
    Provision for doubtful accounts                88,286           57,199

Change in operating assets and liabilities:
    Increase in accounts receivable              (322,566)          (4,377)
    Increase in prepaid expenses                 (175,166)         (63,152)
    Increase in other assets                      (83,790)         (34,327)
    Increase/(decrease) in
       accounts payable                            81,341         (180,177)
    Decrease in accrued expenses                 (473,596)        (559,258)
    Increase/(decrease) in unearned
       tuition income                             (67,324)          41,915
    Increase in income
     taxes payable                                449,000           95,843
   Increase/(decrease) in
       deferred income taxes                     (200,000)         314,000
                                              -----------       ----------

       Total adjustments                         (352,124)           3,107
                                              -----------       ----------

Net cash provided by
    operating activities                       $  380,986       $  539,847
                                              ===========       ==========



                             See Accompanying Notes

                                        6

<PAGE>

FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, 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.

    Basis of Financial Statement Presentation and Material Uncertainty
    ------------------------------------------------------------------

    On November 30, 1993 the Company issued 1,029,000 of its common shares to
the shareholders of Landscape Maintenance Services, Inc. in a business
combination accounted for as a pooling of interests. During 1994, the Company
instituted suit against the former Landscape Maintenance shareholders, alleging
misrepresentations and the omission of material facts (e.g. undisclosed
liabilities) thereby breaching the agreement to merge the Company and Landscape
Maintenance (the Acquisition Agreement). The Company seeks, among other
remedies, an adjustment to the number of shares issued, payment of certain
previously undisclosed liabilities and unspecified damages or the rescission of
the Acquisition Agreement.

    The accompanying consolidated financial statements include Landscape
Maintenance for all periods presented under the pooling of interests method of
accounting for business combinations. Because the outcome of this litigation is
uncertain, the number of shares issued in the business combination or adjustment
of the accounting for the business combination and its effects on the
consolidated financial statements cannot be determined at this time.

    The rescission of the Acquisition Agreement would result in a change in
reporting entity which would require restatement of the consolidated financial
statements for all periods presented, to eliminate the results of operations,
cash flows and financial position of Landscape Maintenance, currently included
under the pooling of interests method of accounting.

    Landscape Maintenance represents the business maintenance services segment
of the Company. See Note 3 for selected financial information regarding this
segment.

    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
February 29, 1996, and revenues and expenses for the three months ended February
29, 1996. 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.

                                        7

<PAGE>

FORM 10-Q
                       CANTERBURY CORPORATE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (continued)

    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.

    The Company's business maintenance services segment records revenues on a
pro rata basis over the contract term (typically three to nine months).

    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.

    Deferred Income Taxes
    ---------------------

    Deferred income taxes are determined utilizing the liability method
prescribed by FAS 109. 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). Fully diluted earnings per share for 1995 is based on the
assumed conversion of preferred stock.

    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, which is required to be adopted by January 1,
1996, establishes financial accounting and reporting standards for stock-based
employee compensation plans, and establishes accounting standards for issuance
of equity instruments to acquire goods and services from non-employees.

                                        8

<PAGE>

FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (continued)

    In March 1995, the FASB issued SFAS 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS 121, which
is required to be adopted by January 1, 1996, establishes accounting standards
for the impairment of long-lived assets and certain intangible assets to be held
and used and for long-lived assets and certain identifiable intangibles to be
disposed of.

    The Company does not expect that adoption of SFAS 121 and 123 will have a
material effect on its consolidated financial position, consolidated statement
of income, or liquidity.


2.   Segment Reporting
     -----------------

    The Company is organized into four operating segments: computer software
training, management training, vocational training and business maintenance
services.

    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 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.

    The business maintenance services segment specializes in corporate landscape
maintenance and design.

    Selected financial information for each segment, which includes an
allocation of corporate expenses, is as follows:


    Selected financial information for each segment is as follows:

<TABLE>
<CAPTION>

                                                               Income                                         Depreciation
                                                               Before                        Capital               &
Three Months Ended 2/29/96                    Revenues         Taxes          Assets       Expenditures       Amortization
- --------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>            <C>            <C>               <C>              <C>        
Computer Software Training                   $2,359,404     $  295,792     $ 2,858,056       $  121,363       $    98,921

Management Training                             466,384        225,921         225,112             -                  289

Vocational Training/Corporate                   403,348         99,942      20,032,383             -              122,667

Business Maintenance Services                 3,123,475        560,455       3,105,300           23,471           129,814
                                             ----------     ----------     -----------       ----------       -----------
                                             $6,352,611     $1,182,110     $26,220,851       $  144,834       $   351,691
                                             ==========     ==========     ===========       ==========       ===========
</TABLE>

                                        9

<PAGE>



FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (continued)

<TABLE>
<CAPTION>

                                                               Income                                         Depreciation
                                                               Before                        Capital               &
Three Months Ended 2/28/95                    Revenues         Taxes          Assets       Expenditures       Amortization
- --------------------------------------------------------------------------------------------------------------------------

<S>                                          <C>            <C>            <C>               <C>              <C>        
Computer Software Training                   $2,593,341     $  235,631     $ 3,424,312       $  149,214       $    92,568

Management Training                             244,085        (28,416)        302,333             -                  145

Vocational Training/Corporate                 1,403,943        772,345      19,219,081           10,248           123,733

Business Maintenance Services                 1,499,293       (305,408)      3,881,883           10,343           118,995
                                             ----------     -----------    -----------       ----------       -----------
                                             $5,740,662     $  674,152     $26,827,609       $  169,805       $   335,441
                                             ==========     ===========    ===========       ==========       ===========
</TABLE>


3.  Discontinued Operation
    ----------------------

    On November 30, 1995 the Company sold Star Label Products, Inc. and its
wholly owned subsidiary, Smartwork Graphics, which comprised the specialty
printing segment. Star Label was sold to its former owner. The proceeds of the
sale consisted of both cash and notes receivable amounting to $4,000,000. Also
the Company issued to the buyer an aggregate of 350,000 options to purchase the
common stock of Canterbury Corporate Services, Inc. at an exercise price of
$2.00 per share (bid price at date of grant). The said options expire on
November 9, 2000. In the opinion of management, the value assigned to these
options, if any, is not significant.

    The results of operations and the gain on the sale of this segment has been
reported as a discontinued operation and the financial statements for the
quarter ended February 28, 1995 have been restated to reflect the
discontinuation of the specialty printing segment.

    The gain on sale of the discontinued operation for the year ended November
30, 1995 was $1,493,545 net of taxes of $1,309,922.

    The following is a summary of the results of operations of the Company's
specialty printing segment:

                                      Three Months ended
                                       February 28, 1995
                                      ------------------

Revenue                                   $   704,756
Income from operations
  (net of taxes of $65,338)                   111,250


Cost and expenses for this discontinued segment include approximately $122,000
representing allocated costs from corporate for the three-months ended February
28, 1995.

The net assets of discontinued operation were as follows:

                                      February 28, 1995
                                      -----------------

Current Assets                          $   786,738
Current liabilities                        (501,727)
Property, plant and equipment, net          759,173
Other, net                                   41,353
                                         ----------
Total                                    $1,085,537
                                         ==========


                                       10

<PAGE>



FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (continued)

4.  Property and equipment
    ----------------------

         Property and equipment consists of the following:


                                        February 29,       November 30,
                                            1996               1995
                                        ------------       ------------

       Land                             $   785,910         $  785,910
       Buildings and improvements           680,171            680,171
       Equipment                          7,426,924          7,351,103
       Furniture and fixtures             1,164,050          1,134,866
       Leased property under capital
       leases and leasehold
           improvements                     859,060            819,230
                                        -----------         ----------

                                         10,916,115         10,771,280

       Less: accumulated depreciation
           and amortization              (6,677,610)        (6,424,380)
          Reserve on disposition of
           assets                          (590,658)          (590,658)
                                        -----------         -----------
       Net property and equipment       $ 3,647,847        $ 3,756,242
                                        ===========        ===========


5.  Long-Term Debt
    -------------
                                        February 29,       November 30,
                                            1996                1995
                                        ------------       ------------
 
     Long-term obligations consist of:
       Mortgages payable                $    36,299         $   36,299
       Term loan                          5,187,500          5,706,250
       Revolving credit line              2,744,620          3,119,620
       Unsecured notes payable, other          -               144,000
         Capital lease obligations          339,267            403,811
                                        -----------         ----------
                                          8,307,686          9,409,980
     Less:  Current maturities           (2,385,951)        (2,837,279)
                                        -----------         ----------
                                        $ 5,921,735         $6,572,701
                                        ===========         ==========

       The mortgages payable bear interest at a rate equal to 1% above the
lending institution's prime rate. The prime rate at February 29, 1996 was 8.25%.

       In April, 1995 the Company entered into a permanent restructuring of its
term-loan and revolving credit facilities with its bank. The term-loan
amortization and maturities remained identical to the original agreements. A
principal payment of this term loan was made in a lump sum payment of $2,075,000
in June, 1995. Twelve equal quarterly payments of $518,750 are due thereafter.
Quarterly payments of $518,750 were made in September, 1995, December, 1995 and
March, 1996. The interest rate is LIBOR plus 3% or the bank's prime rate plus
1/2%. The Company has the right to choose which rate is to be utilized on a
periodic basis. The interest rates can be reduced if certain financial ratios
are met in the future. The 90 day LIBOR rate at February 29, 1996 was 5.30%.

       At February 29, 1996 the Company borrowed $2,744,620 under the revolving
credit facility; the unused portion of the line was $755,380. Based on borrowing
limitations as set forth in the borrowing base calculation, the Company repaid
$350,000 in December, 1995 and $25,000 in January, 1996.

                                       11

<PAGE>

FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (continued)

       The revolving credit line is secured by all accounts receivable,
equipment, furniture and fixtures.

       Aggregate maturities on long-term debt for the next five years, exclusive
of obligations under capital leases, are approximately $2,111,299, $4,819,620,
$1,037,500, $0 and $0 respectively


6.     Capital Leases
       --------------

       Capital lease obligations are certain equipment leases which expire in
May, 1997. Future payments under capitalized leases together with the present
value, calculated at the respective leases' implicit interest rate of
approximately 9.5% to 10.5% at their inception, as of February 29, 1996 are as
follows:

       Year ending November 30, 1996              $295,982
       Year ending November 30, 1997                65,620
                                                  --------
       Total minimum lease payments                361,602
       Less amount representing interest           (22,335)
                                                  --------
       Present value of long-term obligations
         under capital leases                     $339,267
                                                  ========


Item 2.  Management's Discussion of Financial Condition and Results of
- ----------------------------------------------------------------------
         Operations
         ----------

Liquidity and Capital Resources
- -------------------------------

       Working capital at February 29, 1996 was $3,092,000. This level of
working capital is expected to be maintained through Fiscal 1996; however,
Landscape Maintenance causes some seasonality in consolidated cash flows. The
numerous snowfalls during the winter months required significant working capital
to meet the snow removal requirements of our customers. As the receivables from
snow removal are collected during the spring months these funds will be used to
prepare for the spring season. The spring season will require that Landscape
Maintenance expend funds for labor and materials in advance of billings as the
business gears up for the summer months. The cash shortfall will reverse itself
in the late fall/early winter as the collection of receivables exceeds the cost
of operations.

       Two other factors will have a positive impact on consolidated liquidity.
CALC/Canterbury will have a significant positive influence on overall cash flow
for 1996. The strong margins, coupled with the fact that receivables turn, on
average, in approximately 30 days, will contribute to a strong working capital
ratio. Also, as the vocational training segment becomes less of a significant
portion of consolidated operations, the very slow receivable turn attributed to
self-paying individuals will have less of a negative impact on overall
liquidity.

       Management believes available working capital lines of credit, as well as
positive cash flow contributions from the Company's operating segments, will be
sufficient to cover cash flow requirements for the Company for the next 12
months.

                                       12

<PAGE>

FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (continued)


       Cash flow from continuing operations for the three months ended February
29, 1996 was $381,000 a decrease of $159,000 over the same period last year.
This is attributable to the use of working capital to meet the demands of the
snow removal for the business maintenance customers due to the numerous snow
storms in the winter of 1996. The winter of 1995 was much less demanding on
working capital due to the lack of snow storms.

       In March, 1996, the Company raised $524,750, net of applicable costs,
through a private placement of its common stock sold to accredited investors at
the price of $1.50 per share. This equity was used for general working capital
needs.

       The Company believes that the combination of cash provided by operating
activities, as well as the ability to borrow from the unused portion of its
credit line, will enable the Company to meet its liquidity needs in respect to
its current operations for the next 12 months. There was no material commitment
for capital expenditures as of February 29, 1996. Inflation was not a
significant factor in the Company's financial statements.

       In 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," and SFAS 123, "Accounting for Stock-Based Compensation." Both of these
statements are required to be adopted by January 1, 1996. The Company does not
expect that adoption of SFAS 121 and 123 will have a material effect on its
consolidated financial position, consolidated statement of income, or liquidity.
For further discussion, see Note 1 of the Notes to Consolidated Financial
Statements.


Results of Operations
- ---------------------

       Revenues
       --------

       Revenues for the three months ended February 29, 1996 increased by
$612,000 (11%) to $6,352,611 over the same period last year. This net increase
was due to the significant number of winter storms during the Winter of 1996.
Hence, snow and ice removal revenues increased in the business maintenance
services segment by approximately $1,624,000 over the same period last year.

       Offsetting the increase in snow removal revenue was a decrease in
vocational training revenues of approximately $1,001,000. This decrease is the
result of the planned closings of many of the Company's vocational training
centers during 1995.

       Costs and Expenses
       ------------------

       Costs and expenses for the three months ended February 29, 1996 increased
$341,000 (12%) over the comparable three-month period in Fiscal 1995. The
increase was caused primarily by the increase in the cost of snow and ice
removal with corresponding decreases in vocational training costs.

                                       13

<PAGE>

FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (continued)


       General and administrative costs decreased by $210,000 (14%) in Fiscal
1996 versus Fiscal 1995. The decrease was due to reduction in size of the
vocational school division.

       Interest income increased by $71,000 in Fiscal 1996 versus Fiscal 1995
due to note receivable interest income generated by the sale of the discontinued
operation.

     Interest expense decreased by $46,000 in Fiscal 1996 over the same period 
in Fiscal 1995 due to a reduction in principal balances of the Company's term 
loan and revolving credit facility.


                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1     Legal Proceedings
- ------
  None

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

Item 5     Other Information
- ------
  None

Item 6     Exhibits and Reports on Form 8-K
- ------
             (a)     Exhibits:  None
             (b)     Reports on Form 8-K:  None

                                       14

<PAGE>


FORM 10-Q

                       CANTERBURY CORPORATE SERVICES, 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 CORPORATE SERVICES, 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)

                                By/s/ Marc A. Orsimarsi
                                  ----------------------------------------
                                Marc A. Orsimarsi. C.P.A.
                                (Chief Accounting Officer and
                                duly authorized signer)



April 12, 1996

                                       15

<PAGE>


<TABLE> <S> <C>

<ARTICLE>                     5
<CURRENCY>                    0
       
<S>                                        <C>
<PERIOD-TYPE>                              3-MOS
<FISCAL-YEAR-END>                          NOV-30-1996
<PERIOD-START>                             DEC-01-1995
<PERIOD-END>                               FEB-29-1996
<EXCHANGE-RATE>                                      1
<CASH>                                       1,125,116
<SECURITIES>                                         0
<RECEIVABLES>                                8,564,336
<ALLOWANCES>                                 3,048,325
<INVENTORY>                                          0
<CURRENT-ASSETS>                             8,853,540
<PP&E>                                      10,916,115
<DEPRECIATION>                               7,268,268
<TOTAL-ASSETS>                              26,220,851
<CURRENT-LIABILITIES>                        5,761,177
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        13,642
<OTHER-SE>                                  13,805,297
<TOTAL-LIABILITY-AND-EQUITY>                26,220,851
<SALES>                                              0
<TOTAL-REVENUES>                             6,352,611
<CGS>                                        3,248,689
<TOTAL-COSTS>                                4,973,216
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                88,286
<INTEREST-EXPENSE>                             196,225
<INCOME-PRETAX>                              1,182,110
<INCOME-TAX>                                   449,000
<INCOME-CONTINUING>                            733,110
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   733,110
<EPS-PRIMARY>                                     0.06
<EPS-DILUTED>                                     0.00
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission