<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:
August 31, 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: 6,068,163 shares.
<PAGE>
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
- -----------------------------
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
--------------------------
ASSETS
- ------
August 31,
1998 November 30,
(Unaudited) 1997
--------- ------------
Current Assets:
Cash and cash equivalents $ 80,482 $ 295,936
Accounts receivable, net 1,571,413 1,332,518
Notes receivable 430,757 424,700
Prepaid expenses and
other assets 1,092,735 770,173
Deferred income tax benefit 2,896,000 2,896,000
--------- -----------
Total Current Assets 6,071,387 5,719,327
Property and equipment
at cost, net of accumulated
depreciation and amortization
of $3,834,000 and $3,396,000 2,457,320 2,503,277
Goodwill net of accumulated
amortization of $1,901,000
and $1,492,000 8,603,997 8,916,221
Notes receivable 8,097,263 8,371,548
Other assets 266,769 276,728
--------- ---------
Total Assets $25,496,736 $25,787,101
=========== ===========
See Accompanying Notes
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
August 31,
1998 November 30,
(Unaudited) 1997
----------- ------------
Current Liabilities:
Accounts payable - trade $ 403,633 $ 467,855
Accrued expenses 162,425 912,306
Unearned tuition income 924,799 828,469
Current portion, long-term
debt 587,668 872,616
--------- ---------
Total Current Liabilities 2,078,525 3,081,246
Long-term debt 3,819,000 3,856,956
Deferred income tax liability 3,361,425 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; 6,068,000 and 5,417,000
issued and outstanding 6,068 5,417
Additional paid in capital 17,085,540 15,980,044
Retained earnings (446,522) (1,017,603)
Treasury stock (407,300) (407,300)
----------- ----------
Total Shareholders' Equity 16,237,786 15,604,399
----------- ----------
Total Liabilities and
Shareholders' Equity $ 25,496,736 $ 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 and
nine-month periods ended August 31, 1998, and August 31, 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 Nine months ended
August 31, August 31,
(Unaudited) (Unaudited)
---------------------------------------------
1998 1997 1998 1997
Net revenues $3,215,032 $3,759,509 $9,436,482 $10,419,440
Costs and expenses 1,752,545 1,521,449 4,908,980 4,680,160
---------- ---------- ---------- -----------
Gross profit 1,462,487 2,238,060 4,527,502 5,739,280
Selling 491,298 439,695 1,498,860 1,305,181
General and
administrative 821,760 1,221,876 2,763,453 3,129,265
---------- ---------- ---------- -----------
Total operating expenses 1,313,058 1,661,571 4,262,313 4,434,446
Other (income)/expenses
Interest income (146,243) (183,999) (644,814) (492,095)
Interest expense 71,788 60,679 268,715 309,200
Other (5,949) (51,105) (110,210) (40,532)
---------- ---------- --------- ----------
Income before provision for
income taxes and
discontinue operation 229,833 750,914 751,498 1,528,261
Provision for income taxes 50,000 285,000 180,416 581,000
---------- ---------- --------- ----------
Income from continuing
operations 179,833 465,914 571,082 947,261
Discontinued operation
Income from discontinued
operation net of income
taxes of $16,000 and $49,000 - 25,010 - 81,820
---------- ---------- --------- ----------
Net income $ 179,833 $ 490,924 $ 571,082 $1,029,081
========== ========== ========= ==========
Basic earnings per share:
Basic
Income from continuing
operations $ .03 $ .08 $ .10 $ .18
Discontinued operation - .01 - .02
---------- ---------- ---------- ----------
Net income per share $ .03 $ .09 $ .10 $ .20
========== ========== ========== ==========
Weighted average
shares outstanding:
Basic 6,043,000 5,465,400 5,945,200 5,226,000
See Accompanying Notes
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED AUGUST 31, 1998 AND AUGUST 31, 1997
August 31, August 31,
1998 1997
(Unaudited) (Unaudited)
----------- ---------
Operating activities:
Net income from continuing operations $571,081 $ 947,261
Adjustments to reconcile net income to
net cash used in operating activities
from continuing operations:
Depreciation and amortization 750,001 818,650
Provision for losses on accounts
receivable 13,000 45,000
Deferred income taxes 116,925 (400,000)
Other noncash items 62,307 -
Changes in operating assets, net of
acquisitions
Accounts receivable (251,895) (708,635)
Prepaid expenses and other assets (312,603) (193,060)
Income taxes - 112,705
Accounts payable (64,222) (19,331)
Accrued expenses (749,881) (63,946)
Unearned tuition income 96,330 53,892
-------- ---------
Net cash provided by operating activities
of continuing operations 231,043 592,536
-------- ---------
Investing activities:
Capital expenditures, net (391,821) (379,997)
Collection on notes receivable 268,228 754,066
-------- ---------
Net cash provided by/(used in) investing
activities of continuing operations (123,593) 374,069
--------- ---------
Financing activities:
Principal payments on long term debt (141,886) (335,869)
Proceeds from issuance of preferred stock - 766,000
Proceeds from issuance of common stock, net - 438,034
Proceeds from long term debt 143,982 219,533
Repayment on term loan (325,000) (1,635,000)
--------- ----------
Net cash used in financing activities
from continuing operations (322,904) (547,302)
Cash provided by discontinued operations - 218,490
--------- ----------
Net increase (decrease) in cash (215,454) 637,793
Cash, beginning of year 295,936 440,178
---------- ----------
Cash, end of year $ 80,482 $1,077,971
========== =========
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 technical staffing company, 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 1997 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.
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 December, 1997, 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 August 31, 1998, there were no dilutive securities
outstanding, and as of August 31, 1997, the difference between basic and
diluted outstanding shares was deemed immaterial. Due to the April, 1998 1
for 3 reverse stock split, some changes to reported EPS in 1997 have occurred
due to rounding. The change is not deemed material.
<PAGE>
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 August 31, 1997
have been restated to reflect such. The net assets of discontinued operations
are immaterial.
The following is a summary of the results of operations of the Company's
vocational school segment.
Nine Months Ended
August 31, 1997
---------------
Revenue $745,050
Income from discontinued operation
(net of taxes of $49,000) 81,820
3. Property and Equipment
Property and equipment consists of the following:
August 31 November 30,
1998 1997
---- ----
Land, buildings and improvements $ 725,910 $ 725,910
Equipment 3,172,387 2,961,376
Furniture and fixtures 1,276,163 1,107,993
Leased property under capital
leases and leasehold improvements 1,116,929 1,104,289
---------- ----------
6,291,389 5,899,568
Less: accumulated depreciation
and amortization (3,834,069) (3,396,291)
---------- ----------
Net property and equipment $ 2,457,320 $ 2,503,277
========== ===========
<PAGE>
4. Long-Term Debt
August 31, November 30,
1998 1997
---- ----
Long-term obligations consist of:
Term loan 1,251,000 1,576,000
Revolving credit line 2,774,620 2,774,620
7% unsecured notes payable, other - 5,057
Capital lease obligations 381,048 373,895
---------- ----------
4,406,668 4,729,572
Less: Current maturities (587,668) (872,616)
---------- ----------
$ 3,819,000 $3,856,956
=========== ==========
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 became 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 August 31, 1998, $325,000 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 August 31, 1998 was 5.625%. As of August 31, 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 $4,026,000, $0, $0, $0 and
$0 respectively.
The carrying value of the long-term debt approximates its fair value.
<PAGE>
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 $ 58,096
Year ending November 30, 1999 213,309
Year ending November 30, 2000-2003 131,672
---------
Total minimum lease payments 403,077
Less amount representing interest (22,029)
---------
Present value of long-term obligations
under capital leases $381,048
=========
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 August 31, 1998, as well
as the earnings per share calculations have been adjusted to reflect this
reverse split.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Working capital at August 31, 1998 was $3,993,000. This was an increase
of $1,355,000 over November 30, 1997. Reductions in the current portion of
long-term debt 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 August 31, 1998, $325,000 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. Although there is no assurance, the Company is
continuing to negotiate with Chase and other lenders to refinance its debt.
Cash flow from continuing operations for the nine months ended August 31,
1998 was $231,043, a decrease of $361,493 from the previous year. Management
believes that based on the projected results of operations that cash flow from
continuing operations should remain positive for the balance of the fiscal
year.
Results of Operations
Revenues
Revenues for the three months ended August 31, 1998 decreased by $544,000
(15%) over the comparable three-month period in fiscal 1997; and for the
nine-month period ended August 31, 1998, revenues were lower by $983,000
(10%). This reduction was due to the subsidiaries' transition from offering
primarily public classes to providing technical training and services. This
revenue shortfall should be short-lived once the transition is fully completed
during 1999.
<PAGE>
Costs and Expenses
Costs and expenses for the three months ended August 31, 1998 increased by
$231,000 (16%) due primarily to a increase in technical training and services
labor as well as increased facilities costs. For the nine months ended August
31, 1998, costs increased by $229,000 (5%) for the same reasons. Also, the
relocation of CALC/Canterbury's corporate office as well as its largest New
Jersey training center contributed significantly to this increase.
Selling expenses for the quarter ended August 31, 1998 increased by $52,000
(12%) over the same quarter in fiscal 1997. For the nine-month period ending
August 31, 1998, selling expense increased $194,000 (15%) due to the planned
increase in sales staff at CALC/Canterbury as well as the increase in
commissions due to MSI/Canterbury's over-performing revenue numbers.
General and administrative costs decreased by $400,000 (33%) over the
previous year. For the nine months ended August 31, 1998, general and
administrative expenses decreased $366,000 (12%). Reduced administrative
labor expenses as well as reduced overall operating expenses were the reasons
for the decrease.
Interest income for the quarter decreased $38,000 (21%) over the same period
in 1997; and for the nine-month period ended August 31, 1998, interest income
was higher by $153,000 (32%). The increase is due to the accrual of the
interest associated with the Landscape Maintenance Services (LMS) portion of
the Chase revolver loan. This interest has yet to be collected from LMS. No
interest income was accrued or paid on the revolver in fiscal 1997. It is
anticipated that the monies will be collected in the first fiscal quarter of
1999.
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
No additional legal proceedings were either initiated or brought against
the Company during the third 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
None.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits: None
Reports on Form 8-K:
(a) 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)
October 15, 1998
<TABLE> <S> <C>
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<CIK> 0000794927
<NAME> CANTERBURY INFORMATION TECHNOLOGY, INC.
<MULTIPLIER> 1
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<EXCHANGE-RATE> 1
<S> <C>
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-START> JUN-01-1998
<PERIOD-END> AUG-31-1998
<PERIOD-TYPE> 9-MOS
<CASH> 80,482
<SECURITIES> 0
<RECEIVABLES> 1,571,413
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0
<COMMON> 6,068
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<SALES> 9,436,482
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<CGS> 4,908,980
<TOTAL-COSTS> 4,908,980
<OTHER-EXPENSES> 4,262,313
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