<PAGE>
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 28, 1998 0-15588
CANTERBURY INFORMATION TECHNOLOGY, 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: 6,066,268 shares.
<PAGE>
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
- -----------------------------
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
--------------------------------------
ASSETS
- ------
February 28,
1998 November 30,
(Unaudited) 1997
----------------- ----------------
Current Assets:
Cash and cash equivalents $ 89,524 $ 295,936
Accounts receivable, net 1,387,776 1,332,518
Notes receivable 424,700 424,700
Prepaid expenses and
other assets 890,701 770,173
Deferred income tax benefit 2,896,000 2,896,000
----------- ----------
Total Current Assets 5,688,701 5,719,327
Property and equipment
at cost, net of accumulated
depreciation and amortization
of $3,537,000 and $3,396,000 2,405,847 2,503,277
Goodwill net of accumulated
amortization of $1,596,000
and $1,492,000 8,812,146 8,916,221
Notes receivable 8,258,697 8,371,548
Other assets 276,728 276,728
---------- ----------
Total Assets $25,442,119 $25,787,101
=========== ===========
See Accompanying Notes
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
February 28,
1998 November 30,
(Unaudited) 1997
--------------- --------------
Current Liabilities:
Accounts payable - trade $ 271,021 $ 467,855
Accrued expenses 430,485 912,306
Unearned tuition income 984,370 828,469
Current portion, long-term
debt 829,854 872,616
------------ ------------
Total Current Liabilities 2,515,730 3,081,246
Long-term debt 3,822,135 3,856,956
Deferred income tax liability 3,287,533 3,244,500
Shareholders' Equity:
Convertible preferred stock, Series D,
no par value, 1,000,000 shares
authorized, 0 and 1,000,000
issued and outstanding - 1,043,841
Common stock, $.001 par value, 50,000,000
shares authorized; 6,066,000 and 5,417,000
issued and outstanding 6,066 5,417
Additional paid in capital 17,085,542 15,980,044
Retained earnings (867,587) (1,017,603)
Treasury stock (407,300) (407,300)
------------ ------------
Total Shareholders' Equity 15,816,721 15,604,399
------------ ------------
Total Liabilities and
Shareholders' Equity $ 25,442,119 $ 25,787,101
============ ============
See Accompanying Notes
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
The following Consolidated Statements of Income for the three-month periods
ended February 28, 1998, and February 28, 1997, 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 28,
------------------
(Unaudited)
1998 1997
-------- --------
Net revenues $2,783,904 $2,822,275
Costs and expenses 1,255,049 1,441,526
----------- -----------
Gross profit 1,528,855 1,380,749
Selling 520,171 422,743
General and administrative 947,930 841,129
----------- -----------
Total operating expenses 1,468,101 1,263,872
Other (income)/expenses
Interest income (144,548) (160,608)
Interest expense 92,841 121,182
Other (87,560) 10,584
------------ ----------
Income before provision for
income taxes and
discontinued operation 200,021 145,719
Provision for income taxes 50,005 55,000
------------ ----------
Income from continuing operations 150,016 90,719
Discontinued operation
Income from discontinued operation
net of income taxes of $10,000 - 15,473
------------ ----------
Net income $ 150,016 $ 106,192
============ ==========
Basic earnings per share:
Income from continuing
operations .03 .02
Discontinued operation - -
---------- ----------
Net income per share $ .03 $ .02
========== ==========
Weighted average shares outstanding:
Basic 5,753,900 5,043,700
=========== ===========
See Accompanying Notes
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTHS ENDED FEBRUARY 28, 1998 AND FEBRUARY 28, 1997
February 28 February 28
1998 1997
----------- -----------
Operating activities:
Net income $150,016 $ 90,719
Adjustments to reconcile net income to net cash
used in operating activities from
continuing operations:
Depreciation and amortization 245,097 247,825
Provision for losses on accounts receivable 4,500 12,000
Deferred income taxes - -
Gain from discontinued operations
Other noncash items 62,307 86,542
Changes in operating assets, net of
acquisitions
Accounts receivable (59,758) (12,136)
Prepaid expenses and other assets (120,528) (199,380)
Income taxes 43,033 (29,210)
Accounts payable (196,834) 6,949
Accrued expenses (481,821) (56,704)
Unearned tuition income 155,901 (124,805)
---------- ---------
Net cash used in operating activities
of continuing operations (198,087) 21,800
---------- ---------
Investing activities:
Capital expenditures, net (43,593) (27,112)
---------- ---------
Net cash used in investing activities
of continuing operations (43,593) (27,112)
---------- ---------
Financing activities:
Principal payments on long term debt (77,583) (77,484)
Proceeds from payments on notes receivable 112,851 432,370
Proceeds from issuance of common stock, net - 360,034
--------- ---------
Net cash provided by financing activities from
continuing operations 35,268 714,920
Cash used in discontinued operations - (94,761)
--------- ---------
Net increase (decrease) in cash (206,412) 804,369
Cash, beginning of year 295,936 440,178
--------- ---------
Cash, end of year $ 89,524 $1,244,547
========= ==========
See Accompanying Notes
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Operations and Summary of Significant Accounting Policies
---------------------------------------------------------
Description of Business
-----------------------
Canterbury Information Technology, Inc. ("the Company") is
engaged in the business of providing information technology services
which includes operating computer software training companies, a
management training company and developing and selling software to
individuals and corporations in the United States.
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 amounts reported in the
financial statements and accompanying notes. The ultimate outcome and
actual results could differ from the estimates and assumptions used.
Revenue Recognition
-------------------
The Company records revenue at the time services are performed or
product is shipped.
Statement of Cash Flows
-----------------------
For purposes of the Statement of Cash Flows, cash refers solely
to demand deposits with banks and cash on hand. In 1997, the Company
changed the presentation of its statement of cash flows from the
direct to the indirect method. Accordingly, amounts for 1996 were
changed for comparative purposes.
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.
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
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
------------------
Effective February 28, 1998, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share", which required the Company
to change the method used to compute earnings per share ("EPS") and to restate
all prior periods presented. The presentation of primary and fully diluted EPS
has been replaced with basic and diluted EPS, respectively. Basic earnings
per share is computed using the weighted average number of common shares
outstanding during the period. The computation of diluted earnings per share
includes the diluted effect of securities that could be exercised or converted
into common stock. As of February 28, 1998, there were no dilutive securities
outstanding, and as of February 28, 1997, the difference between basic and
diluted outstanding shares was deemed immaterial.
Recent Accounting Pronouncements
--------------------------------
The Company has adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") 123, "Accounting for Stock-Based Compensation."
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 the Accounting Principles Board Opinion ("APB") 25, "Accounting
for Stock Issued to Employees" and provide pro-forma disclosures of the effects
on net income and earnings per share. The Company has elected to continue to
utilize the provisions of APB 25 to account for stock-based compensation.
The effect of applying SFAS 123's fair value method to the Company's
stock-based awards results in net income and earnings per share that are not
materially different from amounts reported.
2. Discontinued Operation
----------------------
In November, 1997 the Company decided to discontinue its
vocational training segment and closed its last two vocational schools
in New Jersey and Nevada. The results of operations has been reported
as a discontinued operation and the financial statements for the
quarter ended February 28, 1997 have been restated to reflect such.
The net assets of discontinued operations are immaterial.
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The following is a summary of the results of operations of the
Company's vocational school segment.
Three Months ended
February 28, 1997
-----------------
Revenue $ 352,004
Income from operations
(net of taxes of $10,000) 15,473
3. Property and Equipment
----------------------
Property and equipment consists of the following:
February 28, November 30,
1998 1997
------------ ------------
Land, buildings and improvements $ 725,910 $ 725,910
Equipment 2,986,188 2,961,376
Furniture and fixtures 1,126,774 1,107,993
Leased property under capital
leases and leasehold
improvements 1,104,289 1,104,289
--------- ---------
5,943,161 5,899,568
Less: accumulated depreciation
and amortization (3,537,314) (3,396,291)
---------- ----------
Net property and equipment $ 2,405,847 $ 2,503,277
=========== ===========
4. Long-Term Debt
--------------
February 28, November 30,
1998 1997
------------ ------------
Long-term obligations consist of:
Term loan 1,526,000 1,576,000
Revolving credit line 2,774,620 2,774,620
7% unsecured notes payable,
other 3,296 5,057
Capital lease obligations 348,073 373,895
---------- ---------
4,651,989 4,729,572
Less: Current maturities (829,854) (872,614)
---------- ---------
$ 3,822,135 $3,856,956
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
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 outstanding borrowings 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. A suitable
replacement was not found during 1997, and the Company and Chase have agreed
to extend their current banking relationship through December 31, 1998
subject to satisfactory documentation of the terms and conditions as agreed.
The Company will continue to use its best efforts to replace Chase prior to
December, 1998.
The Company agreed to make principal payments against the term
loan throughout 1998. The payments, which total $700,000, will be
made monthly during the year. As of March 31, 1998, $100,000 had
already been paid to Chase. The revolving credit facility remained at
$2,774,600 at December 31,1997, with no additional borrowings or
repayments scheduled during fiscal 1998.
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
February 28, 1998 was 5.625%. As of February 28, 1998, the Company
was in compliance with or has received a waiver on all of the debt
covenants relating to both the term loan and the revolving credit
facility.
The long-term debt is secured by substantially all of the assets
of the Company. The Company is restricted by its primary lender from
paying dividends on its common stock.
Aggregate maturities on long-term debt for the next five years,
exclusive of obligations under capital leases, are approximately
$4,303,916, $0, $0, $0 and $0 respectively.
The carrying value of the long-term debt approximates its fair
value.
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
5. Capital Leases
--------------
Capital lease obligations are certain equipment leases which
expire in October, 2000. 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 May 1, 1997 are as follows:
Year ending November 30, 1998 $171,761
Year ending November 30, 1999 187,038
Year ending November 30, 2000 44,753
---------
Total minimum lease payments 403,552
Less amount representing interest (55,479)
---------
Present value of long-term obligations
under capital leases $348,073
=========
6. Stockholders' Equity
--------------------
Faced with the possibility of losing its NASDAQ National Market
listing because of NASDAQ's minimum stock price listing requirements,
the Company's Board of Directors decided to reverse split its
common stock on a one for three basis. This stock split took place on
April 14, 1998. As a result of the reverse split, the Company's
issued and outstanding common stock was reduced from 18,199,000 shares
to 6,066,000 shares, and its public float was reduced from
approximately 12,000,000 shares to approximately 4,000,000 shares. The
balance sheets at November 30, 1997 and February 28, 1998, as well as the
earnings per share calculations have been adjusted to reflect this reverse
split.
Item 2. Management's Discussion of Financial Condition and Results of
Operations
-------------------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
Working capital at February 28, 1998 was $3,173,000. This was an
increase of $535,000 over November 30, 1997. Reductions in accounts
payable and accrued expenses were the primary reason for the
improvement. The Company and its primary lender, Chase Manhattan
Bank, agreed to extend their banking relationship until December 31, 1998.
The Company has agreed to make scheduled term debt payments totaling $700,000
in fiscal 1998. As of March 31, 1998, $100,000 has been paid to Chase per the
agreement. The Company and Chase have agreed that all defaults under the
previous lending agreements were permanently waived and the Company would use
its best efforts to replace Chase during 1998.
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
Cash flow from continuing operations for the three months ended
February 28, 1998 was ($198,000), a decrease of $220,000 from the
previous year. Management anticipated this temporary cash shortfall
and believes based on the projected results of operations, that cash
flow from continuing operations will turn positive in the second
fiscal quarter of 1998 and remain positive for the balance of the
year.
Results of Operations
- ---------------------
Revenues
--------
Revenues for the three months ended February 28, 1998 decreased
by $39,000 (1%) over the comparable three-month period in fiscal 1997.
Costs and Expenses
------------------
Costs and expenses for the three months ended February 28, 1998
decreased by $186,000 (13%) due primarily to a reduction in labor and
facilities costs.
Selling expenses for the quarter ended February 28, 1998
increased by $97,000 (23%) over the same quarter in fiscal 1997. The
increase is attributable to the increased sales staff at
CALC/Canterbury. This increase in personnel was planned for in late
1997. The increased staff should begin to fully contribute to increased
sales beginning in the second quarter of fiscal 1998.
General and administrative costs increased by $107,000 (13%) over
the previous year. The cost of programming for a new operational
accounting system at CALC/Canterbury is the major reason for this
increase. The new system will allow for both Year 2000 compliance and
increased reporting and processing capabilities.
PART II - OTHER INFORMATION
-----------------------------
Item 1 Legal Proceedings
No additional legal proceedings were either initiated or brought
against the Company during the first fiscal quarter.
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
As a subsequent event, the Company effected a 1 for 3 reverse
split and change of NASDAQ symbol "CITI" on April 14, 1998.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits: None
Reports on Form 8-K: None
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
SIGNATURES
------------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CANTERBURY INFORMATION
TECHNOLOGY, INC.
(Registrant)
By/s/ Stanton M. Pikus
----------------------------------
Stanton M. Pikus
President
(Chief Executive Officer and
duly authorized signer)
By/s/ Kevin J. McAndrew
----------------------------------
Kevin J. McAndrew, C.P.A.
Chief Operating Officer, Executive
Vice President,(Chief Financial Officer
and duly authorized signer)
April 15, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000794927
<NAME> CANTERBURY INFORMATION TECHNOLOGY, INC.
<MULTIPLIER> 1
<S> <C>
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> DEC-01-1997
<PERIOD-END> FEB-28-1998
<PERIOD-TYPE> 3-MOS
<CASH> 89,524
<SECURITIES> 0
<RECEIVABLES> 1,387,776
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,688,701
<PP&E> 5,943,161
<DEPRECIATION> 3,537,314
<TOTAL-ASSETS> 25,442,119
<CURRENT-LIABILITIES> 2,515,730
<BONDS> 0
0
0
<COMMON> 18,199
<OTHER-SE> 15,798,522
<TOTAL-LIABILITY-AND-EQUITY> 25,442,119
<SALES> 2,783,904
<TOTAL-REVENUES> 2,783,904
<CGS> 1,255,049
<TOTAL-COSTS> 1,468,101
<OTHER-EXPENSES> (232,108)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 92,841
<INCOME-PRETAX> 200,021
<INCOME-TAX> 55,005
<INCOME-CONTINUING> 150,016
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 150,016
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.03
</TABLE>
