<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: November 30, 1996
Commission File Number: 0-15588
CANTERBURY CORPORATE SERVICES, INC.
Pennsylvania 23-2170505
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1600 Medford Plaza, Rt. 70 & Hartford Road
Medford, New Jersey 08055
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (609) 953-0044
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title of Class)
Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 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
--- ---
Revenues for the most recent fiscal year were $14,082,608.
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the closing price of such stock on National
Market NASDAQ for February 21, 1997 was $19,002,693.
The number of shares outstanding of the issuer's class of common equity,
as of February 21, 1997 was 15,488,791.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
Canterbury Corporate Services, Inc. (hereinafter referred to
as "the Registrant" or "the Company") is engaged in the business of
operating a computer software training company, a management training
company and providing vocational training to individuals and corporations.
The Company is actively seeking acquisitions of computer software consulting,
Internet and other information technology companies.
The Company was incorporated in the Commonwealth of Pennsylvania on
March 19, 1981 and later qualified to do business in the State of New Jersey
in April, 1985.
The Company became a Registrant by filing and registering with the
Securities and Exchange Commission under Form S-18 which became effective on
August 20, 1986.
Prior to 1988 the Company was comprised of two segments: the vocational
school segment and the seminar segment. In November, 1988 the Company
sold its seminar segment, which represented less than 2% of the Company's
revenues. The Company was then solely a vocational school company. In
November, 1992 the Company acquired Star Label Products, Inc., a specialty
printing company. In September, 1993 the Company purchased Motivational
Systems, Inc., a management training company. In November of 1993, the
Company acquired Landscape Maintenance Services, Inc., a landscape
maintenance and construction company. In June of 1994, the Company
acquired Computer Applications Learning Center (CALC), a computer software
training company. In July, 1996, the Company acquired ProSoft Training,
LLC., a computer software training company. In November, 1995, the Company
sold Star Label Products, Inc. In November, 1996, the Company sold
Landscape Maintenance Services, Inc. The Company now operates in the
following business segments: computer software training, management training
and vocational training.
In conjunction with the Board's resolution to concentrate future growth
within corporate business services, the Board voted to change the Company's
name to Canterbury Corporate Services, Inc. effective March 1, 1994. At that
time Canterbury's stock symbol was changed to XCEL.
NARRATIVE DESCRIPTION OF BUSINESS - COMPUTER SOFTWARE
TRAINING SEGMENT
In June, 1994, the Company acquired Computer Applications Learning Center
(CALC), a New Jersey based computer software training company. Since 1983 CALC
has trained corporate workers and managers at its six training centers in New
York and New Jersey and on site at Fortune 1000 corporations. CALC is an
<PAGE>
authorized training center for the following major software providers:
Microsoft, Lotus, Borland, WordPerfect, Aldus and Apple. CALC teaches
on DOS, Windows and Macintosh platforms. CALC is authorized to provide
continuing education units (CEU's) and is an approved sponsor of Continuing
Professional Education (CPE) for CPA's in New York, New Jersey and Pennsylvania.
During 1995, the Company changed the name of CALC to CALC/Canterbury Corp.
to more appropriately reflect Canterbury's role in the corporate training
industry. In July, 1996 the Company purchased ProSoft Training, LLC., a
Charlotte, North Carolina based computer software training company. ProSoft
is also a Microsoft Solution Provider and is an Authorized Training
Center for WordPerfect, Lotus, as well as Microsoft. After the purchase
ProSoft Training, LLC. became known as ProSoft/Canterbury.
Future Plans
------------
This division expects to expand by making acquisitions in the computer
software training industry and other information technology companies: by
increasing the number of its training centers; by increasing the number of
classrooms at each current center; by entering into various national and
regional training affiliations; by cross referencing its customer base with
other Canterbury training segments; by offering its "live" training programs
to its current customer base by interactive multimedia technologies such as
CD ROM and C.D.I. and by distributing training and other information
technology services and products through its Canterbury Training Affiliates
(CTA's). This has permitted CALC/Canterbury to grow from a regional to a
national provider of training and education to corporations on a national
basis. Management's plans are subject to ongoing review and revision based
on their assessment of market conditions.
NARRATIVE DESCRIPTION OF BUSINESS - MANAGEMENT TRAINING
SEGMENT
In September of 1993, the Company acquired Motivational Systems, Inc.,
a New Jersey-based management and sales training company. Motivational
Systems, since 1970, has trained managers and sales professionals from many
Fortune 1000 companies. Motivational Systems conducts a wide variety
of seminars in management and team development, selling and negotiating,
interpersonal communication, executive development and organizational problem
solving. During 1995, the Company changed the name of Motivational Systems,
Inc. to MSI/Canterbury Corp. to more appropriately reflect Canterbury's
presence and role in the corporate training industry.
Future Plans
------------
This division's planned expansion is projected to occur by making
strategic acquisitions in the training industry by offering MSI/Canterbury
product on a national basis through its various national training affiliations
and by offering interactive, multimedia-based training to its current
customer base by accessing technologies such as CD ROM and C.D.I. This will
permit the company to grow from a regional to a national provider of training
and education to corporations throughout the country by utilizing various
distance learning technologies and a national distribution channel.
Management's plans are subject to ongoing review and revision based on their
assessment of market conditions.
<PAGE>
NARRATIVE DESCRIPTION OF BUSINESS - VOCATIONAL TRAINING
SEGMENT
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, phlebotomy technician, electrocardiography
technician, tractor trailer driver and bartender. 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.
During the fourth quarter of Fiscal 1994, the Company made several
business decisions relating to the future direction of the vocational
training segment. The decisionwas made to eliminate dependence on Federal
Title IV funding for its students. By the second quarter of Fiscal 1995,
the Company moved from a predominately federally funded vocational training
business to an operating segment wherein the funding for training will be
derived from private financing, as well as by state and local government
agencies (e.g. Workforce, JTPA, Private Industry Council) and vocational
rehabilitation centers and ultimately by sales to Fortune 1000 companies.
With the elimination of dependence on federal funding comes a large reduction
in the amount and complexity of government overview and bureaucracy. It was
decided to close, consolidate or downsize most of this segment's vocational
training centers.
The training center in Florida was closed during the fourth quarter
of Fiscal 1994. The decision was also made to close the operation in
Roseville, California. The teachout of these students was concluded by
March, 1995. In southern California, the Colton training center was
downsized over the first half of 1995 and ultimately closed. The two
campuses in Las Vegas, Nevada were combined into one smaller facility.
This move was accomplished in November of 1994. This training center can
now focus on short-term courses, which will be paid for by individuals
and corporations instead of relying on student loans and grants offered
by the Federal Government. During 1995, the decision was also made to close
the Montclair, California; Sacramento, California and Pittsburgh,
Pennsylvania campuses.
With the phase-out and elimination of Federal Title IV funding for
the vocational training centers, previous areas of risk, such as cohort
default rates, government regulations, student loan access, accreditation
and financial aid processing become much less of an issue for this
operating segment.
Regulation
-------------
Each of the Company's vocational training centers must hold a state
license or be registered with the appropriate state authorities to operate
as a school. In addition, the Company's training centers must generally
comply with standards established by state laws governing proprietary
schools. Typically, these laws and the related regulations concern such
<PAGE>
matters as standards and methods of instruction, qualifications of
instructors and management personnel, adequacy of school facilities and
equipment, advertising, form and content of contracts between schools and
their students and tuition collection methods. The Company holds
all required state licenses and registrations, and believes it is in
substantial compliance with such laws and related regulations. As a result
of these laws and regulations, the Company must obtain the approval of the
appropriate state education departments before offering new programs or
courses and before implementing any changes in existing programs or courses.
Competition
-----------
The Company competes with regional and national vocational training
companies, which offer similar programs to those offered by the Company
and on-the-job training offered by private and government employers, as
well as companies offering similar training to corporate clients. The Company
believes that the principal elements of competition among vocational training
centers are educational reputation, the frequency, schedule and location of
classes, as well as the availability of courses of study which include
job-related skills.
Future Plans
------------
The Company intends to continue to operate its vocational training
segment on a smaller scale with no dependence on Title IV funding.
DISCONTINUED OPERATION - SPECIALTY PRINTING SEGMENT
In November, 1995 the Company sold Star Label Products, Inc. for
$4,000,000 in cash and notes. The historical financial information relating
to Star is included in discontinued operations in this report.
DISCONTINUED OPERATION - BUSINESS MAINTENANCE SERVICES
SEGMENT
In November, 1996 the Company sold Landscape Maintenance Services,
Inc. for $4,500,000 in cash and notes. The historical financial information
relating to Landscape Maintenance Services, Inc. is included in discontinued
operations in this report.
MERGER/ACQUISITION PROGRAM
The Company is actively seeking the acquisition of profitable companies
in the information technology industry to complement and expand the major
core subsidiaries, CALC/Canterbury and MSI/Canterbury. This will allow the
Company to offer a wide range of products and services on a national basis.
Since corporations accessing computer applications training also need computer
and software consulting, network and systems development, systems integration,
Internet development and application as well as Intranet conversions, the
Company will be able to provide a fully integrated, comprehensive approach
to information technology.
<PAGE>
BUSINESS MODEL - INFORMATION TECHNOLOGY SERVICES
Computer Technical Computer and Network and Systems Internet and
Training Training Software Systems Integrators Intranet
Companies Companies Consultants Developers ------ Consultants,
and Installers Help Lines Developers,
and Providers
EMPLOYEES
As of November 30, 1996, the Company, including all subsidiaries,
had 188 employees: 125 full-time employees and 63 part-time employees.
The Company believes that the relationship with its employees is satisfactory.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company owns non-operational land and a building in Bedminster,
New Jersey which was acquired as part of the Landscape Maintenance
acquisition. All other facilities, including its administrative offices,
branch locations and sales offices, are leased. The aggregate annual rental
payments under leases are approximately $1,263,000.
The following table sets forth the locations of the computer training,
management training and vocational training, including the square footage.
<TABLE>
<S> <C>
Location Square Footage
-------- --------------
Nevada Training Corp. (NTC)
2215 C. Renaissance Drive
Las Vegas, Nevada 89119 3,500
American Trucking Academy (ATA)
Turnersville Campus
Plaza Office Center, Unit 3
865 Black Horse Pike
Turnersville, NJ 08012 1,500 (plus 4-acre track)
MSI/Canterbury
100 Hanover Avenue, P.O. Box 1477
Morristown, New Jersey 07962 1,000
CALC/Canterbury
100 Hanover Avenue, P.O. Box 1477
Morristown, New Jersey 07962 17,200
CALC/Canterbury
780 Third Avenue, Concourse Level One
New York, New York 10017 4,200
CALC/Canterbury
1285 Avenue of the Americas at 51st Street
New York, New York 10019 5,500
<PAGE>
Location Square Footage
-------- --------------
CALC/Canterbury
Woodbridge Place
Gill Lane at Route 1
Iselin, New Jersey 08830 6,000
Location Square Footage
-------- --------------
CALC/Canterbury
Park 80 West Plaza
Saddlebrook, New Jersey 07663 5,926
CALC/Canterbury
55 Broadway
New York, New York 10006 7,000
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
In November, 1996 the Company settled its lawsuit against the
previous owners of Landscape Maintenance. The Company received 150,000
shares of its common stock from the previous owners and a credit towards
future lease costs. The Company agreed to assume responsibility for
certain insurance claims and to pay management fees not to exceed $100,000
from the profits of a leased building and real estate.
In September of 1994, CALC and Canterbury Corporate Services, Inc.
received a Complaint from Thomas Arnold, a former employee of CALC, who
filed an action alleging a breach of contract for his services as marketing
director as well as the return of a notebook computer. This aspect of Mr.
Arnold's claim is somewhat limited in damages. However, he has also alleged
in his Complaint that CALC used his photograph and information concerning the
Company in a marketing publication after he was terminated and without his
permission. In this claim, Mr. Arnold has requested punitive damages in the
specific amount of $8 million. Discovery in this matter is ongoing and it is
the intention of litigation counsel for the Company to make a Motion to Strike
the punitive damages claim of Mr. Arnold. It is also the opinion of
litigation counsel that this aspect of Mr. Arnold's claim is without merit.
To the extent that an award for consequential damages would be made relating
to any advertising claim against CALC, the insurance carrier would be
responsible to pay for same. It should also be noted that the Company filed
a separate action which was consolidated with this litigation, against Mr.
Arnold in that he formed a competitive company after leaving CALC and
allegedly has solicited clients and/or former clients of CALC. Canterbury
Corporate Services, Inc. is seeking an award in damages as well as restitution
against Mr. Arnold from interfering with their relationship with their
customers.
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
<PAGE>
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
The Company's Annual Meeting was held on August 29, 1996, at which time
three matters were submitted to the Company's stockholders for a vote. The
majority of the stockholders voted for the appointment of Ernst & Young, LLP
as the Company's independent auditors, adoption of the amendment to the 1995
Stock Incentive Plan and the election of the following Directors: Stanton
M. Pikus, Kevin J. McAndrew, Alan Manin, Jean Zwerlein Pikus, Stephen M.
Vineberg, Paul L. Shapiro and Frank A. Cappiello.
PART II
ITEM 5. MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
The Company commenced trading in the Over-The-Counter (O-T-C) market
subsequent to the closing of its initial public offering on August 29, 1986.
Commencing on January 8, 1993, the Company's shares of common stock began
trading on NASDAQ's National Market under the stock symbol of SKIL.
Effective March 1, 1994, the Company's stock symbol was changed to XCEL.
The high and low bid prices of the Company's common stock from December 1,
1993 through February 21, 1997 were as follows:
MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1994 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
High Low High Low High Low High Low
Common Stock 4 2 7/8 4 2 5/8 3 3/4 2 1/2 3 3/16 2
1995 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
High Low High Low High Low High Low
Common Stock 2 7/8 2 3 7/8 2 1/2 3 1/2 2 1/2 3 5/16 1 7/8
1996 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
High Low High Low High Low High Low
Common Stock 2 11/16 1 15/16 2 3/8 1 11/16 2 1/8 1 1/8 1 9/16 13/16
1997 1st Quarter
High Low
Common Stock 1 21/32 11/16
</TABLE>
<PAGE>
The approximate number of record holders of the Company's common stock
as of November 30, 1996 as determined from the Company's transfer agent's
list of record holders was 292. Such list does not include beneficial owners
of securities whose shares are held in the names of various dealers and
clearing agencies. The Company believes that there are in excess of 5,000
beneficial holders.
The Company has never declared a dividend on its common stock and does
not plan to do so in the near future.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1996 1995 1994(1) 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Operating data
Net revenues $14,082,608 $16,549,014 $14,959,731 $10,391,371 $10,566,166
Income (loss) from continuing
operations before cumulative effect
of change in accounting principle
6,228 274,195 (1,229,190) 1,519,370 464,373
Income (loss) from and gain on sale of
discontinued operations
1,660,340 1,439,645 (2,057,603) 241,393 719,415
Primary per share data:
Income (loss) from continuing
operations - .02 (.11) .12 .06
Cumulative effect of change in
accounting principle - - - .02 -
Discontinued operation .12 .12 (.20) .02 .08
--- --- ----- --- ---
Net income (loss) .12 .14 (.31) .16 .14
=== === ===== === ===
Balance sheet data:
Total assets $27,465,019 $25,670,332 $25,196,907 $17,452,985 $ 8,580,107
Long-term debt 4,718,793 6,572,701 9,545,069 2,950,948 1,101,898
</TABLE>
(1) Includes CALC/Canterbury which was acquired in June, 1994.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Working capital at November 30, 1996 was $1,926,000. 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 withChase 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.
<PAGE>
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 November 30, 1996. Inflation was not a significant factor
in the Company's financial statements.
Cash flow from continuing operations for the year ended November 30,
1996 was $1,962,000, an increase of $55,000 over the previous year. During
the year, the Company reduced its long-term, bank debt by $2,460,000, and is
scheduled to further reduce it by approximately $2,000,000 in 1997.
RESULTS OF OPERATIONS
Fiscal 1996 Compared to Fiscal 1995
Revenues
--------
Revenues decreased by $2,467,000 (15%) in Fiscal 1996 from 1995.
This decrease was primarily attributable to the reduction in vocational
training revenues of $2,179,000. During Fiscal 1996, the Company
operated only two vocational training centers, while in 1995 there were
still seven training centers in operation for all or part of the year.
This reduction was anticipated in conjunction with the decision in 1994
to close, consolidate and downsize several training centers. It is
anticipated that the current level of revenues from this segment will
remain fairly constant in the future.
Costs and Expenses
------------------
Costs and expenses decreased in Fiscal 1996 by $820,000 (11%). Again,
the primary reason for this reduction is the elimination of five vocational
training centers during Fiscal 1995. Costs and expenses for the other
operating segments remained fairly constant.
Selling expense increased by $134,000 (6%) during Fiscal 1996 over 1995.
This increase was caused by a planned increase in sales and marketing
personnel in the computer software training segment of $217,000. Offsetting
this increase was a reduction in selling expenses for the vocational training
segment due to the reduction in training centers.
General and administrative expense decreased by $517,000 (11%) in Fiscal
1996 from 1995. A reduction in vocational training expense of $426,000 was
again the main reason for the decrease. During 1996, the Company allocated
$1,199,000 of corporate expenses to discontinued operations.
The Company's provision for doubtful accounts decreased by $52,000 (5%)
during Fiscal 1996 over 1995. This was attributable to the reduction in
vocational training centers in operation during the year.
<PAGE>
Interest income for 1996 increased by $256,000 (365%). This increase
was the result of the income derived from the Star Label note receivable
payments received during the year. For Fiscal 1997 it is anticipated
that interest income will increase significantly again due to the payments
from the note receivable generated by the sale of Landscape Maintenance
Services, Inc. in November, 1996.
Interest expense decreased by $269,000 (28%) in Fiscal 1996 over 1995.
The reduction in the outstanding borrowings on the term loan associated with
the purchase of CALC/Canterbury is the major cause for this reduction.
Other income increased by $308,000 in 1996 over 1995. The Company
revised its estimate regarding future lease termination payments.
In November, 1996 the Company sold its business maintenance segment for
cash and notes. As a result of this sale, the Company recognized a gain of
$2,275,000, which is net of applicable taxes.
Fiscal 1995 Compared to Fiscal 1994
Revenues
---------
Revenues increased by $1,589,000 (10%) to $16,549,000 in Fiscal 1995
from 1994. This increase was the net effect of several factors.
CALC/Canterbury which was purchased in June, 1994 had revenues in that year
of $5,569,000 representing six months of revenue in 1994. 1995
CALC/Canterbury revenues for twelve months increased to $11,381,000.
Offsetting this increase was a reduction in vocational training revenues of
$3,868,000 for Fiscal 1995. This reduction was anticipated in conjunction
with the decision in 1994 to close, consolidate and downsize several
training centers. Vocational training revenues will continue to contribute
a smaller portion of the consolidated total revenues in the future.
Costs and Expenses
------------------
Costs and expenses remained relatively constant from Fiscal 1994 to
1995. Costs in 1994 were higher than normal due to various reserves which
were taken against the vocational school segment in conjunction with the
decision in 1994 to close, downsize and consolidate several training
centers. Consolidated gross profits in 1995 increased to 56% from 52% in
Fiscal 1994.
Selling expense increased in Fiscal 1995 by $298,000 (16%) over Fiscal
1994. The increase was caused by additional selling expenses for
CALC/Canterbury for the full year in 1995 ($1,087,000), again offset by the
reduction in marketing expenses for the vocational school segment ($765,000).
General and administrative expense in Fiscal 1995 increased by $922,000
(24%). CALC/Canterbury's expenses increased by $1,684,000 due to the fact
that 1994 expenses were only for a six-month period. Offsetting this
increase was a decrease in the vocational segment of $916,000 due to training
center closings and downsizing. During 1995, the Company allocated corporate
expenses of $1,296,000 to discontinued operations.
<PAGE>
The Company's provision for doubtful accounts decreased by $2,075,000
(65%) in 1995 over the previous year. This reduction is attributable to
the vocational training segment. As the anticipated downsizing of training
centers has occurred so has the necessity for significant bad debt provisions.
Interest expense for 1995 increased by $405,000 (74%). This is due
primarily to the full year interest expense for the CALC/Canterbury
acquisition debt being reflected in Fiscal 1995. Only six months interest
expense was incurred in Fiscal 1994 after the June, 1994 acquisition.
In November, 1995 the Company sold its specialty printing segment
for cash and notes. As a result of this sale, the Company recognized a
gain of $1,493,000, which is net of applicable taxes.
ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
The financial statements and supplementary data are as set forth in
the Index on page 14.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements with the Company's independent auditors
on matters of accounting or financial disclosure.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT
The directors, executive officers and control persons of the Company
as of November 30, 1995 were as follows:
<TABLE>
<CAPTION>
Name Age Position Held with Company(1)
- ---- --- -----------------------------
<S> <C> <C>
Stanton M. Pikus 56 President,Chief Executive
Officer, Chairman of the Board
of Directors
Kevin J. McAndrew, CPA 38 Chief Operating Officer,
Executive Vice President, Chief
Financial Officer, Treasurer,
Director
Alan Manin 59 Vice President - Marketing; Director
Jean Zwerlein Pikus 43 Vice President - Operations, Secretary,
Director
Stephen M. Vineberg 55 Director
Paul L. Shapiro 45 Director
Frank A. Cappiello 71 Director
Edward Koenig 55 Control Person
</TABLE>
(1) All directors hold office until the next annual meeting
of stockholders of the Company and thereafter until their
successors are chosen and qualified. All officers hold
office at the selection and choice of the Board of Directors
of the Company.
STANTON M. PIKUS, President and Chairman of the Board of
Directors was a founder of the Company (1981). He graduated
from the Wharton School of the University of Pennsylvania
(B.S., Economics and Accounting) in 1962. Since 1968 he had
been President and majority stockholder of Brown, Bailey and
Pikus, Inc., a mergers and acquisitions consulting firm that
completed more than twenty transactions. In addition, Mr.
Pikus has been retained in the past by various small to
medium-sized public companies in the capacity of an
independent financial consultant.
KEVIN J. McANDREW, CPA, Chief Operating Officer
December, 1993; Executive Vice President since November,
1992; Vice President and Chief Financial Officer of the
Company since June, 1987; Treasurer since January, 1988 and
Director since August, 1990. He is a graduate of the
University of Delaware (B.S. Accounting, 1980) and has been a
Certified Public Accountant since 1982. From 1980 to 1983,
he was an Auditor with the public accounting firm of Coopers
& Lybrand in Philadelphia. From 1984 to 1986, Mr. McAndrew
was employed as a Controller for a New Jersey-based division
of Allied Signal, Inc.
ALAN MANIN, Vice President, Marketing and Director of the
Company since its inception. He is a graduate of Temple
University (B.S., 1960, M.Ed., 1966); a former teacher and
department chairman in the Philadelphia School System
(1960-1966); a former Vice President and Director of
Education for Evelyn Wood Reading Dynamics (1966-1972); a
former Director of Northeast Preparatory School (1973);
President, Chief Operating Officer and founder of Health
Careers Academy, a federally accredited (National Association
of Trade and Technical Schools) vocational school (1974-1979)
and a founder of the Company (1981).
JEAN ZWERLEIN PIKUS, Vice President of Operations since
November, 1993; Vice President of Human Resources and School
Operations, Secretary and Director since December 1, 1984.
She was employed by J. B. Lippincott Company, a publishing
company, from 1974 to 1983 as Assistant Personnel Manager,
where she established its word processing center and was
responsible for the day-to-day control of word processing and
graphic services. In 1984, Ms. Pikus graduated from the
Wharton School of the University of Pennsylvania (B.S.,
Accounting and Management, cum laude). Ms. Pikus is the wife
of the President, Stanton M. Pikus.
STEPHEN M. VINEBERG, a Director since 1988, is currently
the President and Chief Executive Officer of CMQ, Inc.
Previously, he was a Vice President of Fidelity Bank,
Philadelphia, where he was Chief Operating Officer of the
Data Processing and Systems and Programming Divisions. Mr.
Vineberg also directed a wholly owned subsidiary of the bank
that developed and marketed computer software, operated a
service bureau and coordinated all electronic funds transfer
activities.
PAUL L. SHAPIRO, a Director since December, 1992 has
worked for McKesson Drug Company for the past 15 years. From
1973 through 1975 he was Director of the Pennsylvania
Security Officers' Training Academy. In 1973 he graduated
from York College of Pennsylvania with a B.S. Degree in
Police Administration.
FRANK A. CAPPIELLO, Director, is President of an
investment counseling firm: McCullough, Andrews & Cappiello,
Inc., providing management of more than $1 billion of assets.
He is Chairman of three no-load mutual funds; Founder and
Principal of Closed-End Fund Advisors, Inc.; publisher of
Cappiello's Closed-End Fund Digest; author of several books
and a regular panelist on "Wall $treet Week with Louis
Rukeyser." For more than 12 years Mr. Cappiello was Chief
Investment Officer for an insurance holding company with
overall responsibility for managing assets of $800 million.
Prior to that, he was the Research Director of a major stock
brokerage firm. He is a graduate of the University of Notre
Dame and Harvard University's Graduate School of Business
Administration.
EDWARD KOENIG, was the President and former owner of
Landscape Maintenance Services, Inc. He and his family and
affiliates own 879,000 shares of the Company's common stock.
ITEM 11. EXECUTIVE COMPENSATION
CASH COMPENSATION
The Company had 125 full-time employees as of November 30, 1996.
There were no cash directors' fees paid during this period.
<TABLE>
<CAPTION>
Summary Compensation Table
Securities Stock Option
Name & Other Annual Restricted Stock Underlying Exercise
Principal Position Year Salary ($) Bonus ($) Compensation Awards ($) Options/SARS(#) LTIP Payouts($) Compensation($)
- ------------------ ---- ---------- --------- ------------ ---------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stanton M. Pikus 1996 $195,000 $ - $ - $ - $ - $ - $ -
President, 1995 199,148 - - - - - 26,120
1994 149,580 - - - - - 40,794
Kevin J. McAndrew 1996 120,000 - - - - - -
Chief Operating 1995 127,111 - - - - - 11,307
Officer, 1994 90,234 18,000 - - - - 31,687
</TABLE>
During Fiscal 1996, the Company entered into an adjusted employment
agreement with the President. The term of the agreement is five years
and calls for a base salary of $195,000 which began on December 1, 1995
with annual salary increases of $25,000 in the second and third years and to
remain at $245,000 for the last two years of the contract. Also included
in the agreement are future incentives based on Company performance. There
is a bonus opportunity of 5% on the first $500,000 of consolidated income
before taxes and bonus and 3% above $500,000. In conjunction with this
contract, the President agreed to a covenant not to compete with the Company
during his employment and for a period of one year after his employment with
the Company has terminated. For the year ended November 30, 1996 the
President waived his right to receive any performance bonus earned and in
exchange his contract was extended for one year through 2001.
<PAGE>
The Company also has an adjusted employment agreement with its
Executive Vice President and Chief Operating Officer. The term of the
agreement is five years and calls for a base salary of $120,000 for
Fiscal 1996 and increases of $15,000 per year for the next four years.
Also included in the agreement are future incentives based on the Company's
profitability. A bonus of $30,000 will be earned if the consolidated income
before income taxes and bonus of the Company exceeds $1,000,000. The bonus
opportunity applies to each of the five years of the contract. For the
year ended November 30, 1996, the Executive Vice President waived his right
to receive any performance bonus earned and in exchange the contract was
extended to 2001.
COMPENSATION PURSUANT TO PLANS
The following non-qualified options were granted to executive officers
and directors of the Company on the following dates (officers, directors,
and more than 5% holders of the Company's common stock received stock options
at 100% of the market value on date of grant).
<TABLE>
<CAPTION>
Capacity in Date Exercise
Name of Individual Which Served Options Granted Price
- ------------------ ------------ -------- ------- --------
<S> <C> <C> <C> <C>
Stanton M. Pikus President, Chairman
of the Board of
Directors 50,000 12/20/93 $3.63
50,000 10/29/96 $1.03
100,000 01/13/97 $.75
Kevin J. McAndrew, CPA Chief Operating Officer,
Executive Vice 25,000 11/10/92 $2.50
President, Chief 50,000 12/20/93 $3.63
Financial Officer, 100,000 7/26/94 $2.75
Treasurer, Director 50,000 10/29/96 $1.03
50,000 01/13/97 $.75
Alan Manin Vice President - Marketing,
Director 10,000 12/20/93 $3.63
10,000 10/29/96 $1.03
10,000 01/13/97 $.75
Jean Zwerlein Pikus Vice President - Operations,
Secretary, Director 20,000 11/10/92 $2.50
30,000 12/20/93 $3.63
25,000 10/29/96 $1.03
25,000 01/13/97 $.75
Stephen Vineberg Director 5,000 05/27/92 $1.50
7,500 11/30/92 $4.50
7,500 01/07/94 $3.13
7,500 08/16/94 $2.75
2,500 05/11/95 $2.75
10,000 07/24/95 $2.81
10,000 10/29/96 $1.03
25,000 01/13/97 $.75
<PAGE>
Paul Shapiro Director 7,500 11/30/92 $4.50
7,500 01/07/94 $3.13
7,500 08/16/94 $2.75
2,500 05/11/95 $2.75
10,000 07/24/95 $2.81
10,000 10/29/96 $1.03
25,000 01/13/97 $.75
Frank A. Cappiello Director 100,000* 01/30/95* $2.00*
10,000 10/29/96 $1.03
100,000 01/13/97 $.75
</TABLE>
* Frank Cappiello's options are not part of the 1987 Employee Stock Option
Plan, but also convert to restricted common stock. Mr. Cappiello has five
years from the date of grant to exercise these options.
Employee stock option holders have five years from the date of grant
to exercise any or all of their options, and upon leaving the Company the
option holders must exercise within 30 days. These options exercise into
restricted shares of Company common stock and absent registration, or
any exemption from registration, must be held for the applicable Rule 144
holding period before the restriction can be removed.
OTHER COMPENSATION
No material other compensation. However, see "Certain Relationships
and Related Transactions" for key-man life insurance arrangements.
COMPENSATION OF DIRECTORS
No additional compensation.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) (B) The following table sets forth as of February 21, 1997 certain
information with regard to the record and beneficial ownership of the
Company's common stock by (i) each shareholder, owner of record or beneficial
owner of 5% or more of the Company's common stock (ii) each Director
individually and (iii) all Officers and Directors of the Company as a group:
<PAGE>
<TABLE>
<CAPTION>
Class Name of Beneficial Owner Shares Owned Percent of Class
- ----- ------------------------ ------------ ----------------
<S> <C> <C> <C>
Common Stanton M. Pikus (2)(4) 1,324,737 8.6%
Common Kevin J. McAndrew (1)(4) 178,909 1.2%
Common Alan Manin (1)(4) 377,683 2.4%
Common Jean Zwerlein Pikus (1)(2)(4) 129,416 .8%
Common Stephen M. Vineberg (1)(4) 25,885 .2%
Common Paul L. Shapiro (1)(4) 2,000 -
Common Frank A. Cappiello(1)(4) 185,000 1.2%
Common Edward Koenig(3) 423,544 2.7%
---------- -----
All Officers, Directors and 5%
stockholders as a group (8 in number) 2,647,174 17.1%
____________________________ ========== =====
</TABLE>
(1) All of said individuals have given a Voting Trust and First Right of
Refusal to Stanton M. Pikus, President and Board Chairman of the Company.
(2) Stanton M. Pikus and Jean Zwerlein Pikus are married to each other and,
therefore, are deemed to have beneficial ownership in each others shares.
(3) As a result of the November, 1993 acquisition of Landscape Maintenance
Services, Inc., Edward Koenig and his immediate family received a total of
1,029,000 shares of Company common stock. In October, 1996 as part of the
litigation settlement with the Company, 150,000 shares were returned as
partial damages. Currently Mr. Koenig and his immediate family now own
879,000 (5.7%) of Company common stock.
(4) Does not include option grants as set forth in Item 11.
CHANGE IN CONTROL
There has been no change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has secured key-man life insurance policies for its
Corporate Officers. The amount and beneficiary of the key-man life insurance
policies are as follows:
<TABLE>
<CAPTION>
Corporate Officers Amount of Policy Beneficiary
- ------------------ ---------------- -----------
<S> <C> <C>
Stanton M. Pikus $1,000,000 Company
Kevin J. McAndrew $1,000,000 Company
Jean Z. Pikus $ 500,000 Company
</TABLE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
The following are filed as a part of this Form 10-K on the pages
indicated.
<TABLE>
Page Number
-----------
<S> <C>
Consolidated Financial Statements
Report of Independent Auditors F- 0
Consolidated Balance Sheets - November 30, 1996 and 1995 F- 1
Consolidated Statements of Operations - Years ended November
30, 1996, 1995 and 1994 F- 3
Consolidated Statements of Stockholders' Equity - Years ended
November 30, 1996, 1995 and 1994 F- 5
Consolidated Statements of Cash Flows - Years ended November
30, 1996, 1995 and 1994 F- 6
Notes to Consolidated Financial Statements F- 8
Schedule II, Valuation and Qualifying Accounts F-18
</TABLE>
Reports on Form 8-K filed during the last quarter of the period covered
by this report are as follows:
Notification of settling Canterbury Corporate Services, Inc. lawsuit
against Edward and Ann Koenig, the previous owners of its Landscape
Maintenance Services, Inc. subsidiary, dated November 21, 1996.
Purchase Agreement and Management Agreement between Canterbury Corporate
Services, Inc. and Landscape Companies, Inc. dated November 30, 1996.
Notification of filing an Order to Show Cause, Verified Complaint
and Affidavit of Stanton M. Pikus, President of Canterbury Corporate
Services, Inc. against The Chase Manhattan Bank for breach of the Term
Loan and Revolving Loan Agreements, dated January 6, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Canterbury Corporate Services, Inc. has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CANTERBURY CORPORATE SERVICES, INC.
<TABLE>
<S> <C>
Dated: 3/12/97 By /s/ Stanton M. Pikus
---------------------
Stanton M. Pikus, President; Chief Executive
Officer
Dated: 3/12/97 By /s/ Kevin J. McAndrew
----------------------
Kevin J. McAndrew, Chief Operating Officer,
Executive Vice President, Chief Financial
Officer, Treasurer, Director
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, this report has been signed on behalf of Canterbury
Corporate Services, Inc. and in the capacities and on the dates indicated.
Dated: 3/12/97 By /s/ Stanton M. Pikus
----------------------
Stanton M. Pikus, President; Director; Chairman of
the Board of Directors
Dated: 3/12/97 By /s/ Kevin J. McAndrew
----------------------
Kevin J. McAndrew, Chief Operating Officer;
Executive Vice President;
Chief Financial Officer; Director
Dated: 3/12/97 By /s/ Alan Manin
----------------------
Alan Manin, Vice President - Marketing; Director
Dated: 3/12/97 By /s/ Jean Zwerlein Pikus
----------------------
Jean Zwerlein Pikus, Vice President - Operations,
Secretary; Director
Dated: 3/12/97 By /s/ Stephen M. Vineberg
-----------------------
Stephen M. Vineberg, Director
<PAGE>
Dated: 3/12/97 By /s/ Paul L. Shapiro
------------------------
Paul L. Shapiro, Director
Dated: 3/12/97 By /s/ Frank A. Cappiello
------------------------
Frank A. Cappiello, Director
</TABLE>
<PAGE>
Report of Independent Auditors
The Board of Directors and Stockholders
Canterbury Corporate Services, Inc.
We have audited the accompanying consolidated balance sheets of Canterbury
Corporate Services, Inc. as of November 30, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended November 30, 1996. Our
audits also included the financial statement schedule listed in the Index
at Item 14(a). These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Canterbury
Corporate Services, Inc. at November 30, 1996 and 1995, and the consolidated
results of its operations and cash flows for each of the three years in
the period ended November 30, 1996, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information
set forth therein.
Ernst & Young, LLP
Philadelphia, Pennsylvania
February 28, 1997
Except Note 7, as to which the date is March 12, 1997.
<PAGE>
CONSOLIDATED BALANCE SHEETS
November 30, 1996 and 1995
<TABLE>
<CAPTION>
ASSETS
- ------
1996 1995
---- ----
<S> <C> <C>
Current Assets:
Cash $ 440,178 $1,471,702
Accounts receivable, net of
allowance for doubtful accounts
of $1,685,000 and $2,263,000 3,142,024 3,508,113
Notes receivable - current portion 978,582 531,072
Prepaid expenses and other assets 641,645 541,773
Refundable income taxes - 326,000
Deferred income tax benefit 1,228,000 427,676
Net current assets of discontinued
operation - 1,223,704
----------- -----------
Total Current Assets 6,430,429 8,030,040
Property and equipment at cost,
net of accumulated depreciation
of $3,305,000 and $2,868,000 2,752,430 2,727,755
Goodwill, net of accumulated
amortization of $1,178,000
and $886,000 8,914,086 9,440,645
Notes receivable 9,092,943 4,028,921
Other assets 275,131 373,539
Net other assets of discontinued
operation - 1,069,432
----------- -----------
Total Assets $27,465,019 $25,670,332
=========== ===========
</TABLE>
See Accompanying Notes
<PAGE>
CONSOLIDATED BALANCE SHEET
November 30, 1996 and 1995
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
1996 1995
---- ----
<S> <C> <C>
Current Liabilities:
Accounts payable - trade $ 230,000 $ 267,127
Accrued expenses 374,859 642,533
Income taxes payable 424,845 132,000
Unearned tuition income 1,198,991 1,186,886
Current portion, long-term debt 2,230,715 2,837,279
----------- -----------
Total Current Liabilities 4,459,410 5,065,825
Long-term debt 4,718,793 6,572,701
Deferred income tax liability 2,028,000 919,000
Commitments and contingencies
Stockholders' Equity:
Convertible preferred stock, no par value - 258,488
Common stock, $.001 par value,
50,000,000 shares authorized;
15,054,000 and 13,060,000 issued and
outstanding 15,054 13,060
Additional paid-in capital 14,840,642 12,915,730
Retained earnings 1,728,155 68,963
Less treasury shares at cost (325,035) (143,435)
----------- -----------
Total Stockholders' Equity 16,258,816 13,112,806
----------- -----------
Total Liabilities and Stockholders' Equity $27,465,019 $25,670,332
=========== ===========
</TABLE>
See Accompanying Notes
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended November 30, 1996, 1995 and 1994
[CAPTION]
<TABLE>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Net revenues $14,082,608 $16,549,014 $14,959,731
Costs and expenses 6,441,662 7,261,737 7,243,201
------------ ----------- -----------
Gross profit 7,640,946 9,287,277 7,716,530
Selling 2,333,589 2,198,958 1,900,869
General and administrative 4,252,948 4,769,766 3,847,760
Provision for doubtful accounts 1,062,735 1,115,136 3,190,000
------------ ----------- -----------
Total operating expenses 7,649,272 8,083,860 8,938,629
Other income (expenses)
Interest income 326,485 70,500 32,642
Interest expense (682,251) (951,403) (546,249)
Other 374,575 (66,772) 374
------------ ----------- -----------
Total other income (expense) 18,809 (947,675) (513,233)
Income (loss) before provision for
income taxes and discontinued
operations 10,483 255,742 (1,735,332)
Provision/(benefit) for income taxes 4,255 (18,453) (506,142)
------------ ----------- -----------
Income (loss) from continuing operations 6,228 274,195 (1,229,190)
Discontinued operations
Loss from discontinued operations
less applicable income tax
benefits of ($453,904), ($27,117)
and ($683,332) (614,832) (53,900) (2,057,603)
Gain on sale of discontinued
operations (less applicable
income taxes of $1,681,649 and
$1,309,922) 2,275,172 1,493,545 -
----------- ----------- -----------
Net income (loss) $ 1,666,568 $ 1,713,840 $(3,286,793)
=========== =========== ===========
</TABLE>
Continued
See Accompanying Notes
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended November 30, 1996, 1995 and 1994
Continued
<TABLE>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Net income (loss) per share and
common share equivalents
Primary:
Income (loss) from continuing
operations $ - $ .02 $ (.11)
Discontinued operations .12 .12 (.20)
--------- ---------- ---------
Net income (loss) per share $ .12 $ .14 $ (.31)
========= ========== =========
Fully diluted:
Income (loss) from continuing
operations - $ .02 $ (.11)
Discontinued operations .12 .11 (.20)
--------- ---------- ---------
Net income (loss) per share $ .12 $ .13 $ (.31)
========= ========== =========
Weighted average number of
common and common equivalent
shares - primary 14,447,000 12,547,600 10,761,600
========== ========== ==========
Weighted average number of
common and common equivalent
shares - fully diluted 14,447,000 13,119,800 10,761,600
========== ========== ==========
</TABLE>
See Accompanying Notes
<PAGE>
Canterbury Corporate Services, Inc. - 10-K 1996
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended November 30, 1996, 1995 and 1994
<TABLE>
<CAPTION>
Convertible Retained
Preferred Common Stock Common Stock Additonal Earnings Total Stockholders'
Stock Shares Amount Paid-in-Capital (Deficit) Treasury Stock Equity
------------ ------------ ------------- ----------- ----------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
November 30, 1993 $364,396 10,208,994 $10,209 $9,276,410 $1,712,485 $ - $11,363,500
Issuance of common
stock for services 29,500 29 95,846 95,875
Issuance of common
stock for
acquisition 30,778 31 102,204 102,235
Private placement of
common stock,
net of expenses 755,714 756 1,315,943 1,316,699
Preferred stock
conversion (65,908) 115,968 116 65,792 -
Exercise of stock
options 442,025 442 425,910 426,352
Payment of dividends
on preferred stock (38,853) (38,853)
401(k) Company match 2,930 3 2,927 2,930
Net (loss) (3,286,793) - (3,286,793)
-------- ---------- -------- ----------- ---------- --------- -----------
Balance,
November 30, 1994 $298,488 11,585,909 $11,586 $11,285,032 $(1,613,161) $ - $9,981,945
Issuance of common
stock 51,305 51 37,461 37,512
Private placement
of common stock,
net of expenses 896,220 897 1,360,346 1,361,243
Preferred stock
conversion (40,000) 114,286 114 39,886 -
Exercise of stock
options 397,500 397 168,227 168,624
Payment of dividends
on preferred stock (31,716) (31,716)
401(k) Company match 4,793 5 4,788 4,793
Treasury shares
acquired at cost (143,435) (143,435)
Exercise of Class
C warrants 10,000 10 19,990 20,000
See Accompanying Notes
<PAGE>
Canterbury Corporate Services, Inc. - 10-K 1996
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended November 30, 1996, 1995 and 1994
Convertible Retained
Preferred Common Stock Common Stock Additonal Earnings Total Stockholders'
Stock Shares Amount Paid-in-Capital (Deficit) Treasury Stock Equity
------------ ------------ ------------- ----------- ----------- --------------- ------------
Net income 1,713,840 $1,713,840
--------- ---------- -------- ----------- ----------- -------- -----------
Balance,
November 30, 1995 $258,488 13,060,013 $13,060 $12,915,730 $ 68,963 ($143,435) $13,112,806
Private placement of
common stock,
net expenses 1,233,333 1,233 1,466,920 1,468,153
Preferred stock
conversion ($258,488) 572,193 572 257,916 -
Treasury shares
acquired at cost (181,600) (181,600)
Exercise of stock options 120,000 120 72,580 72,700
Issuance of common
stock for services 2,500 3 4,997 5,000
Issuance of common stock
for acquisition 25,000 25 40,600 40,625
401(k) Company match 40,970 41 81,899 81,940
Payment of dividends
on preferred stock (7,376) (7,376)
Net income 1,666,568 1,666,568
------------ ----------- ------- ----------- ----------- ----------- -----------
Balance,
November 30, 1996 $ - $15,054,009 $15,054 $14,840,642 $1,728,155 ($325,035) $16,258,816
============ =========== ======= =========== =========== ========= ===========
</TABLE>
See Accompanying Notes
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended November 30, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Cash flows from continuing operating activities:
Cash received from students and customers $13,698,067 $16,073,593 $13,847,244
Cash paid to suppliers and employees (11,247,991) (13,121,922) (11,572,812)
Interest received 326,485 70,500 32,642
Interest paid (682,251) (951,403) (546,249)
Income taxes paid (132,000) (163,700) (850,009)
----------- ----------- -----------
Net cash provided by continuing operating activities $1,962,310 $1,907,068 $ 910,816
Cash flows from investing activities:
Capital expenditures, net (455,000) (615,147) (1,907,068)
Acquisition of subsidiaries - - (8,350,300)
----------- ----------- -----------
Net cash used in investing activities (455,000) (615,147) (8,723,423)
Cash flows from financing activities:
Principal payments on long-term debt (2,406,748) (2,816,984) (231,467)
Proceeds from notes payable and long-term debt 291,276 388,005 8,561,423
Proceeds from payments on notes receivable 519,689 - -
Proceeds from exercise of stock options and warrants 11,150 188,624 93,395
Proceeds from issuance of common stock, net 1,489,153 1,361,243 1,316,699
Proceeds from revolving credit facility 425,000 - 800,000
Repayment on revolving credit facility (770,000) (500,000) (250,000)
Payment of dividends on preferred stock (7,376) (31,716) (38,853)
Purchase of treasury shares (13,000) (83,435) -
----------- -------- -----------
Net cash provided by (used in) financing
activities
(460,856) (1,494,263) 10,251,197
Net cash used in discontinued operations (2,077,978) 290,014 (2,205,103)
Net increase (decrease) in cash (1,031,524) 87,672 233,487
Cash at beginning of year 1,471,702 1,384,030 1,150,543
---------- ---------- ----------
Cash at end of year $ 440,178 $1,471,702 $1,384,030
========== ========== ==========
</TABLE>
Continued
See Accompanying Notes
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended November 30, 1996, 1995 and 1994
Continued
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<C> <C> <C> <C> <C> <C>
Reconciliation of income from continuing
operations to net cash provided by continuing
operating activities
Income (loss) from continuing operations $ 6,288 $ 274,195 $(1,229,190)
Adjustments to reconcile net cash provided
by operating activities:
Depreciation and amortization $ 956,572 $ 912,848 $1,315,057
Provision for doubtful accounts 1,062,735 1,115,136 3,190,000
Deferred income tax benefit 308,676 18,453 (546,518)
Change in operating assets and liabilities:
Increase in accounts receivable (696,646) (173,288) (1,246,548)
(Increase)/decrease in prepaid expenses (99,872) 25,148 65,168
(Increase)/decrease in other assets 98,408 (46,376) (251,391)
(Increase)/decrease in refundable taxes 326,000 192,384 (518,384)
Increase/(decrease) in accounts payable (37,127) (195,204) 262,359
Increase/(decrease) in accrued expenses (267,674) (37,335) 316,806
Increase/(decrease) in unearned tuition income 12,105 (302,133) 134,061
Increase/(decrease) in income taxes payable 292,845 123,240 (580,604)
---------- ----------- ----------
Total adjustments 1,956,022 1,632,873 2,140,006
---------- ---------- -----------
Net cash provided by operating activities $1,962,310 $1,907,068 $ 910,816
========== ========== ===========
</TABLE
See Accompanying Notes
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended November 30, 1996, 1995 and 1994
Supplemental schedule of noncash investing and financing activities:
During March, 1996 the Company issued 40,970 shares of restricted common
stock to its defined contribution plan to fulfill its matching contribution
requirement.
In March, 1996 the Company issued 2,500 shares to an unrelated party for
services.
Also during March, 1996 the Company allowed a former officer to exercise
30,000 stock options for a note receivable.
During July, 1996 the Company issued 25,000 shares of restricted common
stock to the former owners of ProSoft, L.L.C. for the purchase of the
business.
During November, 1996 the Company allowed corporate counsel to exercise
50,000 stock options for a note receivable. At November 30, 1996 the total
notes receivable plus accrued interest for corporate officers and certain
consultants totaled $494,500. The notes are collateralized by the common
stock of the Company. Interest rates range from 6% to 7%.
During November, 1996 the Company received 150,000 shares of its
common stock from Mr. Koenig as partial settlement of its lawsuit with
him. These shares are included in treasury stock at the then current
market price.
During February, 1995 the Company allowed its corporate officers
and corporate counsel to exercise 397,500 stock options for a note
receivable. At November 30, 1995, the total notes receivable plus accrued
interest for corporate officers and certain consultants totaled $417,200.
In March, 1995 the Company issued 9,000 shares of restricted common
stock to a consultant for services.
In May, 1995 the Company issued 4,793 shares of restricted common stock
to its defined contribution plan to fulfill its matching contribution
requirement.
During 1994, the Company allowed its corporate officers, corporate
counsel and certain consultants to exercise 420,000 stock options for a note
receivable.
<PAGE>
In March, 1994, the Company issued:
28,572 shares of restricted common stock for the
purchase of Smartwork Graphics and
2,206 shares of restricted common stock to purchase
its remaining 80% interest in Sastec, Inc.
In May, 1994, the Company issued 2,930 shares of restricted common stock
to its defined contribution plan to fulfill its matching contribution
requirement.
During December, 1994 the Company issued 17,305 shares of restricted
common stock to a former employee to complete the purchase of Smartwork
Graphics.
In December, 1994 the Company issued 25,000 shares of restricted common
stock to members of the Board of Directors for services.
Capital lease obligations of $291,300 in 1996 and $261,400 in 1994
were incurred when the Company entered into leases for equipment.
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, liabilities,
revenues and expenses for each of the the years ended November 30, 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.
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.
<PAGE>
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
---------------------
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). Fully diluted earnings per share 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 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 to
follow 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.
<PAGE>
2. Acquisitions
Effective June 1, 1994, Canterbury purchased certain assets and assumed
certain liabilities of Computer Applications Learning Center, Inc. for
$7,800,000 in cash. CALC., a Morristown, New Jersey company, provides
software training in the New York metropolitan area to both large Fortune
1000 corporations and the public market. The acquisition of CALC was
recorded under the purchase method of accounting and included goodwill
in the amount of $6,286,953. Results of operations from June 1, 1994 are
included in the statement of operations.
The pro forma unaudited results of continuing operations for the year
ended November 30, 1994, assuming the purchase of CALC had been consummated
as of December 1, 1993, is as follows:
</TABLE>
<TABLE>
<CAPTION>
1994
----
<S> <C>
Revenue $19,646,458
Income (loss) from continuing operations (1,126,205)
Earnings per share:
Income (loss) from continuing operations $ (.10)
</TABLE>
On July 1, 1996, the Company acquired the business of ProSoft, L.L.C.
of Charlotte, North Carolina for 25,000 shares of Canterbury Corporate
Services, Inc. restricted common stock and the opportunity to earn additional
restricted common shares over the next three years based on various levels of
increasing profitability. The 25,000 shares issued at closing are guaranteed
by Canterbury Corporate Services, Inc. to have a market value of at least
$100,000 ($4.00 per share) at the two year anniversary of the acquisition.
Canterbury Corporate Services, Inc. will issue additional shares at that time
if the closing price is not at least $4.00 per share. The results of
operations included from July 1, 1996 are insignificant and pro forma results
from December 1, 1995 do not materially change actual historical reported
results for the year ended November 30, 1996.
3. Segment Reporting
The Company is organized into three operating segments: computer
software training, management training 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 an 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.
Selected financial information for each segment, which includes an
allocation of corporate expenses, is as follows:
<TABLE>
<CAPTION>
1996
- ---- Income (Loss) Capital Depreciation and
Revenues Before Taxes Assets Expenditures Amortization
-------- ------------ ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Computer Software Training $11,126,451 $ 394,218 $ 3,451,022 $597,675 $ 450,023
Management Training 1,591,240 341,707 248,305 - 1,156
Vocational Training 1,364,917 (725,442) 23,765,692 13,174 505,393
----------- --------- ----------- -------- --------
$14,082,608 $ 10,483 $27,465,019 $610,849 $ 956,572
=========== ========= =========== ======== ========
</TABLE>
<TABLE>
<CAPTION>
1995
- ---- Income (Loss) Capital Depreciation and
Revenues Before Taxes Assets Expenditures Amortization
-------- ------------ ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Computer Software Training $11,380,710 $521,313 $ 2,911,339 $280,160 $ 391,326
Management Training 1,624,932 154,189 279,090 - 963
Vocational Training 3,543,372 (419,760) 20,186,767 15,617 520,559
----------- -------- ----------- -------- ---------
$16,549,014 $255,742 $23,377,196 $295,777 $ 912,848
=========== ======== =========== ======== =========
</TABLE>
<TABLE>
<CAPTION>
<PAGE>
1994
- ---- Income (Loss) Capital Depreciation and
Revenues Before Taxes Assets Expenditures Amortization
-------- ------------ ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Computer Software Training $ 5,569,148 $ 80,845 $ 3,162,773 $ 346,510 $ 184,297
Management Training 1,979,244 182,972 282,881 - 578
Vocational Training 7,411,339 (1,999,149) 18,132,732 26,613 1,130,182
----------- ------------ ----------- --------- ----------
$14,959,731 $(1,735,332) $21,578,386 $ 373,123 $1,315,057
=========== =========== =========== ========= ==========
</TABLE>
All corporate assets have been included in the vocational training
segment. Included in loss before taxes for vocational training in 1996
is other income of $242,000 which represents the Company's revision of
its estimate regarding future lease termination payments.
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 totaling $4,500,000. The note
bears interst at 8% per annum and is secured by substantially all assets and
business of the buyer.
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.
The note bears interest at 7.79% per annum and is secured by substantially
all assets and business of the buyer. 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 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 these segments has
been reported as discontinued operations and prior years financial statements
have been restated to reflect the discontinuation of both segments.
<PAGE>
The following is a summary of the results of operations of the Company's
discontinued specialty printing and business maintenance services segments:
<TABLE>
<CAPTION>
Year ended November 30,
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Revenue $13,718,599 $15,027,433 $15,064,197
Income (loss) from operations net of tax benefits: 1996,
($453,904); 1995, ($27,117); 1994, ($1,008,332) (614,832) (53,900) (2,057,603)
Gain on sale, net of taxes of $1,681,649 and $1,309,922 2,275,172 1,493,545 -
----------- ----------- -----------
Net income $ 1,660,340 $ 1,439,645 ($2,057,603)
=========== =========== ===========
</TABLE>
Costs and expenses for these discontinued segments include $1,199,000,
$1,296,000 and $1,394,000 representing allocated costs from corporate for
1996, 1995 and 1994 respectively.
The net assets of discontinued operations were as follows:
<TABLE>
<CAPTION>
November 30, 1995
-----------------
<S> <C>
Current assets $2,380,981
Current liabilities (1,157,277)
Property and equipment, net 1,028,487
Other, net 40,945
----------
Total $2,293,136
==========
</TABLE>
5. Property and Equipment
Property and equipment, which is recorded at cost, consists of the
following:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Land, buildings and improvements $ 725,910 $1,466,081
Equipment 3,262,009 2,842,710
Furniture and fixtures 1,184,741 1,134,866
Leased property under capital leases
and leasehold improvements 884,756 743,074
----------- ----------
6,057,416 6,186,731
<PAGE>
Less: Accumulated depreciation (3,304,986) (2,868,318)
Reserve on disposition of assets - (590,658)
----------- ----------
Net property and equipment $ 2,752,430 $2,727,755
</TABLE>
Accumulated depreciation of leased property under capital leases
totaled $439,000 in 1996. Depreciation expense for 1996, 1995 and 1994
were $523,000, $429,000 and $545,000, respectively.
6. Income Taxes
The provision/(benefit) for income taxes for the years ending
November 30, 1996, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Current:
Federal $ - $ (326,000) $ (518,000)
State 65,000 132,000 145,000
---------- ----------- -----------
65,000 (194,000) (373,000)
Deferred: 1,167,000 1,460,000 (1,141,000)
---------- ----------- -----------
$1,232,000 $ 1,266,000 $(1,514,000)
========== =========== ===========
</TABLE>
The reconciliation of the expected provision/(benefit) for the years ending
November 30, 1996, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Expected tax at statutory rates $ 985,000 $ 1,007,000 $(1,603,000)
Effect of state taxes (net) 229,000 351,000 12,000
Other 6,000 (110,000) (31,000)
Permanent differences 12,000 19,000 108,000
----------- ----------- -----------
Total $ 1,232,000 $ 1,266,000 $(1,514,000)
=========== =========== ===========
</TABLE>
<PAGE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of the assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of the Company's tax liabilities and assets as of November 30,
1996 and 1995 are as follows:
<TABLE>
<CAPTION>
November 30,
Deferred tax liabilities: 1996 1995
---- ----
<S> <C> <C>
Gain recognized in financial statements deferred for income
tax purposes $2,290,000 $ 966,000
Tax depreciation in excess of book depreciation 261,000 -
Tax amortization in excess of book amortization 282,000 170,000
Expenses deductible for tax purposes but deferred for
financial reporting purposes 8,000 18,000
---------- -----------
Total deferred tax liabilities $2,841,000 $1,154,000
========== ==========
</TABLE>
<TABLE>
<CAPTION>
November 30,
Deferred tax assets: 1996 1995
---- ----
<S> <C> <C>
Net tax basis in excess of net book basis $ - $ 98,000
Allowance for doubtful accounts 891,000 722,000
Expenses deductible for financial reporting purposes but
deferred for tax reporting purposes 15,000 334,000
Net operating loss carryover 1,913,000 654,000
---------- ----------
Total deferred tax assets 2,819,000 1,808,000
Valuation allowance (778,000) (778,000)
---------- ----------
Net deferred tax assets $2,041,000 $1,030,000
========== ==========
</TABLE>
At November 30, 1996, the Company had a loss for federal income tax
reporting purposes of $2,518,000. Net operating losses for federal tax
purposes will begin to expire in 2010. Net operating losses for state tax
purposes will expire at various dates through 2002.
<PAGE>
7. Long-Term Debt
<TABLE>
<CAPTION>
November 30,
Long-term obligation consist of: 1996 1995
---- ----
<S> <C> <C>
Mortgages payable $ - $ 36,299
Term Loan 3,631,250 5,706,250
Revolving credit line 2,774,620 3,119,620
7% unsecured notes payable, other - 144,000
Capital lease obligations 543,638 403,811
---------- ----------
6,949,508 9,409,980
Less: Current maturities (2,230,715) (2,837,279)
---------- ----------
$4,718,793 $6,572,701
========== ==========
</TABLE>
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.
The Company agreed to make principal payments against the term loan
throughout 1997. The first payment of $919,000 to be made in March, 1997;
$518,750 isto be paid in June and $518,750 is to be paid during September,
1997. The revolving credit facility will remain at $2,800,000 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 November 30, 1996 was 5.375%.
As of November 30, 1996, 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.
<PAGE>
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 $1,957,000,
$4,449,000, $0, $0 and $0 respectively.
The carrying value of the long-term debt approximates its fair value.
8. Capital Leases
Capital lease obligations are certain equipment leases which expire
in October, 1999. 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, as of May 1, 1995
and October 1, 1996 are as follows:
<TABLE>
<CAPTION>
<S> <C>
Year ending November 30, 1997 $298,687
Year ending November 30, 1998 171,060
Year ending November 30, 1999 112,947
Year ending November 30, 2000 5,314
--------
Total minimum lease payments 588,008
Less amount representing interest (44,370)
--------
Present value of long-term obligations
under capital leases $543,638
========
</TABLE>
9. Leases
The Company leases office space for training center locations, as
well as an outdoor tract at a tractor trailer school under various
noncancelable operating leases at two different locations. In addition,
the Company leases office space for its computer software training segment.
The management training segment leases office space at the computer software
training facility. All of the leases have options to renew. Future minimum
rental payments under the leases are $1,478,000 in 1997; $1,112,000 in 1998;
$675,000 in 1999; $483,000 in 2000; $208,000 in 2001 and $184,000 thereafter.
Rent expense for the years ended November 30, 1996, 1995 and 1994 was
$1,263,000, $1,394,000 and $1,504,000 respectively.
<PAGE>
10. Commitments and Contingencies
In November, 1996 the Company settled its lawsuit against the previous
owners of Landscape Maintenance. The Company received 150,000 shares of its
common stock and a credit towards future lease costs. The Company agreed to
assume responsibility for certain insurance claims and to pay management fees
not to exceed $100,000 from the profits of a certain building and real
estate.
The Company is a defendant to several other lawsuits arising out of its
normal business activities. In the opinion of management, after consulting
with counsel, the Company believes any adverse effect resulting from such
actions will not be material to its results of operations or financial
position.
During Fiscal 1995, the Company entered into an adjusted employment
agreement with the President. The term of the agreement is five years and
calls for a base salary of $195,000 which began on December 1, 1995 with
annual salary increases of $25,000 in the second and third years and to
remain at $245,000 for the last two years of the contract. Also included
in the agreement are future incentives based on Company performance. There
is a bonus opportunity of 5% on the first $500,000 of consolidated income
before taxes and bonus and 3% above $500,000. In conjunction with this
contract, the President agreed to a covenant not to compete with the Company
during his employment and for a period of one year after his employment with
the Company has terminated. For the year ended November 30, 1996 the
President waived his right to receive any performance bonus earned and in
exchange the contract was extended to 2001.
The Company also has an employment agreement with its Executive Vice
President and Chief Operating Officer. The term of the agreement is five
years and calls for a base salary of $120,000 for Fiscal 1996 and increases
of $15,000 per year for the next four years. Also included in the agreement
are future incentives based on the Company's profitability. A bonus of
$30,000 will be earned if the consolidated income before income taxes and
bonus of the Company exceeds $1,000,000. The bonus opportunity applies to
each of the five years of the contract. For the year ended November 30, 1996
the Executive Vice President waived his right to receive any performance bonus
earned and in exchange the contract was extended to 2001.
The Company has an employment agreement with the President of the
management training segment. The agreement, amended in January, 1996,
expires September 1, 1997 and requires a base salary of $66,714 in Fiscal
1996 with an inflationary increase in Fiscal 1997.
<PAGE>
11. Defined Contribution Plan
In 1993 the Company established a 401(k) plan for its participating
employees to supplement their retirement income. Participation in the plan
is open to all employees who have completed one year of service (twelve
consecutive months). One thousand hours of service is required during
the first year of service. By payroll deduction, employees can contribute
to the Plan from 1% to 15% of their total gross compensation. The Company
matches 50% of the first 8% of employee salary deferrals. This match is
made in restricted Company common stock based upon the value of the
stock each December 31st. The employee match is completely discretionary
and can be changed by the employer in subsequent years to be higher or lower.
The value of the employee match expensed in 1996, 1995 and 1994 was $81,940,
$4,793 and $2,930 respectively.
12. Stock Options and Awards
In 1995, the Company established its 1995 Non-Qualified Stock Option
Plan. During Fiscal 1996 and Fiscal 1995, the Company issued 146,000 and
408,500 stock options under this plan to employees and consultants. The
options were issued at fair market value on the dates of grant. At November
30, 1996 no shares had been exercised. The stock options have exercise
prices ranging from $1.03 to $3.00 per share.
During 1995 and 1994 the Company issued a total of 51,026 and 527,250
stock options under the 1987 Non-Qualified Stock Option Plan to employees
and consultants, respectively. The options were issued at fair market value
on the dates of grant at exercise prices ranging from $2.00 to $3.13.
Total optioned shares under the 1987 Non-Qualified Stock Option Plan
at November 30, 1996 were 588,726 which have exercise prices ranging from
$1.25 to $5.75 per share. All of these options were exercisable at November
30, 1996. During 1996, 120,000 options were exercised at prices ranging
from $.31 to $.75.
There were no charges against results of operations for stock options
issued to non-employees for 1996 and 1995 since in the opinion of management
the value of these options was insignificant.
13. Stockholders' Equity
As a subsequent event, During February, 1997 the Company received net
proceeds of $434,782 from a private placement of its common stock sold to
investors at a price of $1.00 per share.
During 1996, the Company received net proceeds of $1,468,153 from a
private placement of its common stock sold to investors at prices ranging
from $1.41 to $1.50 per share.
Also during 1995, the Company received net proceeds of $1,361,000 from
a private placement of its common stock sold to investors at prices ranging
from $.80 to $2.06 per share.
During 1994, the Company received net proceeds of $1,317,000 from a
private placement of its common stock sold to investors at prices ranging
from $1.80 to $2.63 per share.
14. Related Party Transactions
The Company's management training segment leases its office from the
President of this segment under an operating lease with a term of five years.
Rental payments under this lease for the years ended November 30, 1996, 1995
and 1994 were $150,000, $147,000 and $148,000.
In 1996, the Company paid $120,000 and issued 150,000 stock options with
an option price of $1.03 per share to a related party for legal and consulting
fees provided. During November, 1996 the Company allowed corporate counsel
to exercise 50,000 stock options for a note receivable. At November 30, 1996
the total notes receivable plus accrued interest for corporate officers,
corporate counsel and certain consultants totaled $494,461. The notes are
collateralized by the common stock. Interest rates range from 6% to 7%.
15. Fourth Quarter Adjustments
During the quarter ended November 30, 1996, the Company recorded a
$795,000 provision for doubtful accounts representing an additional reserve
on its vocational school accounts receivables.
During the quarter ended November 30, 1995, the Company recorded a
$900,000 provision for doubtful accounts representing an additional reserve
on its vocational school accounts receivables.
During the quarter ended November 30, 1994 the Company recorded a
$2,700,000 provision for doubtful accounts representing an additional reserve
on its vocational school accounts receivables; $1,082,000 representing a
reserve for closing certain vocational schools and $300,000 representing
a reserve for self insurance related to certain business maintenance segment
accident claims.
16. Advertising
The Company expenses advertising as incurred. Total advertising
expenses included in the results of operations were $535,000, $668,000 and
$716,000 for 1996, 1995 and 1994, respectively.
<PAGE>
CANTERBURY CORPORATE SERVICES, INC. -- 10K 1996
Schedule II
Valuation and Qualifying Accounts
Years Ended November 1996, 1995 and 1994
<TABLE>
<CAPTION>
Additions
-------------------------
Balance at Charged to Charged Balance at
Beginning Costs & to Other End of
Description of Period Expenses Accounts Deductions Period
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996
- ----
Allowance
for doubtful
accounts $2,263,153 $1,062,735 $ - $1,640,449 $1,685,439
Reserve on
disposition
of assets 590,658 - - 590,658 -
1995
- ----
Allowance
for doubtful
accounts $3,152,017 $1,115,136 $ - $2,004,000 $2,263,153
Reserve on
disposition
of assets 590,658 - - - 590,658
1994
- ----
Allowance
for doubtful
accounts $1,883,732 $3,190,000 $ 42,180(1) $1,963,895 $3,152,017
Reserve on
disposition
of assets 370,658 220,000 - - 590,658
</TABLE>
(1) related to acquisition
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000794927
<NAME> CANTERBURY CORPORATE SERVICES, INC.
<MULTIPLIER> 1
<S> <C>
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<PERIOD-TYPE> 12-MOS
<CASH> 440,178
<SECURITIES> 0
<RECEIVABLES> 4,827,463
<ALLOWANCES> 1,685,439
<INVENTORY> 0
<CURRENT-ASSETS> 6,430,429
<PP&E> 6,057,416
<DEPRECIATION> 3,304,986
<TOTAL-ASSETS> 27,465,019
<CURRENT-LIABILITIES> 4,459,410
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 16,258,816
<TOTAL-LIABILITY-AND-EQUITY> 27,465,019
<SALES> 14,082,608
<TOTAL-REVENUES> 14,082,608
<CGS> 6,441,662
<TOTAL-COSTS> 6,586,537
<OTHER-EXPENSES> (701,060)
<LOSS-PROVISION> 1,062,735
<INTEREST-EXPENSE> 682,251
<INCOME-PRETAX> 10,483
<INCOME-TAX> 4,255
<INCOME-CONTINUING> 6,228
<DISCONTINUED> 1,660,340
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,666,568
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
