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, 1999 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: 7,620,893
shares.
<PAGE>
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
February 28,
1999 November 30,
(Unaudited) 1998
----------- ------------
Current Assets:
Cash and cash equivalents $ 218,254 $ 287,274
Accounts receivable, net 1,250,456 1,141,544
Notes receivable 341,795 341,268
Prepaid expenses and
other assets 1,234,905 1,494,001
Deferred income tax benefit 150,000 150,000
---------- -----------
Total Current Assets 3,195,410 3,414,087
Property and equipment
at cost, net of accumulated
depreciation and amortization
of $4,145,000 and $3,993,000 2,273,955 2,323,996
Goodwill net of accumulated
amortization of $2,018,000
and $1,910,000 8,885,370 8,993,805
Deferred income tax benefit 2,712,919 2,712,919
Notes receivable 7,912,512 7,994,641
Other assets 315,789 260,967
---------- ----------
Total Assets $25,295,955 $25,700,415
========== ==========
See Accompanying Notes
<PAGE>
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
February 28,
1999 November 30,
(Unaudited) 1998
----------- ------------
Current Liabilities:
Accounts payable - trade $ 314,072 $ 357,100
Accrued expenses 179,862 231,743
Income taxes payable 21,429 63,217
Unearned tuition income 986,098 954,128
Current portion, long-term
debt 1,665,865 1,738,565
------------ ------------
Total Current Liabilities 3,167,326 3,344,753
Long-term debt 2,640,074 2,640,075
Deferred income tax liability 3,045,641 3,115,801
Common stock, $.001 par value,
50,000,000 shares authorized;
6,421,000 issued 6,421 6,421
Additional paid in capital 17,580,522 17,580,522
Unrealized loss on securities
available for sale (343,507) (143,757)
Deficit (393,222) (436,100)
Less treasury shares, at cost (407,300) (407,300)
------------ ------------
Total Shareholders' Equity 16,442,914 16,599,786
------------ ------------
Total Liabilities and
Shareholders' Equity $ 25,295,955 $ 25,700,415
============ ============
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, 1999, and February 28,
1998, 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)
-------------------
1999 1998
-------- --------
Net revenues $2,802,130 $2,783,904
Costs and expenses 1,520,312 1,255,049
---------- ----------
Gross profit 1,281,818 1,528,855
Selling 417,886 520,171
General and administrative 907,771 947,930
---------- ----------
Total operating expenses 1,325,657 1,468,101
Other income/(expenses)
Interest income 170,949 144,548
Interest expense (90,628) (92,841)
Other 17,116 87,560
---------- ----------
Total other income/(expense) 97,437 139,267
Income before income taxes 53,598 200,021
Provision for income taxes 10,720 50,005
---------- ----------
Net Income $ 42,878 $ 150,016
========== ==========
Net income per share and
common share equivalents
Basic and diluted:
Net income per share $ .01 $ .03
========== ==========
Weighted average number
of common shares -
basic and diluted 6,420,900 5,753,900
========= ==========
See Accompanying Notes
<PAGE>
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTHS ENDED FEBRUARY 28, 1999
AND FEBRUARY 28, 1998
February 28 February 28
1999 1998
----------- -----------
Operating activities:
Net income $ 42,878 $150,016
Adjustments to reconcile
net income to net cash
provided by/(used in) operating
activities operations:
Depreciation and amortization 260,200 245,097
Provision for losses on
accounts receivable 2,058 4,500
Deferred income taxes (70,160) -
Other noncash items (199,750) 62,307
Changes in operating assets,
net of acquisitions
Accounts receivable (110,970) (59,758)
Prepaid expenses and other
assets 204,274 (120,528)
Income taxes (41,788) 43,033
Accounts payable (43,028) (196,834)
Accrued expenses (51,881) (481,821)
Unearned tuition income 31,970 155,901
--------- --------
Net cash provided by/(used in)
operating activities 23,803 (198,087)
--------- --------
Investing activities:
Capital expenditures, net (101,724) (43,593)
Net cash used in investing
activities ------- --------
(101,724) (43,593)
-------- --------
Financing activities:
Principal payments on long
term debt (72,701) (77,583)
Proceeds from payments on
notes receivable 81,602 112,851
Net cash provided by financing -------- --------
activities 8,901 35,268
-------- --------
Net decrease in cash (69,020) (206,412)
Cash, beginning of period 287,274 295,936
---------- ---------
Cash, end of period $ 218,254 $ 89,524
========== =========
See Accompanying Notes
<PAGE>
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
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.
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.
Stock Based Compensation
------------------------
The Company has adopted SFAS No. 123- Accounting for Stock
Based Compensation. As provided by SFAS No. 123, the Company
accounts for stock options under Accounting Principles Board
(APB) Opinion No. 25- Accounting for Stock Issued to Employees.
The Company discloses the pro forma net income and earnings per
share effect as if the Company had used the fair value method
prescribed under SFAS No.123 (see Note 11).
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.
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.
The following estimated useful lives are used:
Building and improvements 7 years
Equipment 5 years
Furniture and fixture 5 to 7 years
Intangible Assets
-----------------
Goodwill is being amortized over twenty-five years using the
straight-line method.
The Company periodically evaluates whether the remaining
estimated useful life of intangibles may warrant revision or the
remaining balance of intangibles may require adjustment generally
based upon expectations of nondiscounted cash flows and operating
income.
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
------------------
Basic earnings per share is computed using the weighted
average common shares outstanding during the year. Diluted
earnings per share considers the dilutive effect, if any, of
common stock equivalents (options).
Recent Accounting Pronouncements
--------------------------------
In fiscal 1997, the Financial Accounting Standards Board
("FASB") issued SFAS No. 130 "Reporting Comprehensive Income,"
which requires that an enterprise report, by major component and
as a single total, the change in its net assets during the period
from nonowner sources, the adoption of this statement in fiscal
1999 is not expected to have an impact on the Company's net
income or Stockholders' Equity. The FASB also issued SFAS No.
131 "Disclosures about Segments of an Enterprise and Related
Information," which establishes annual and interim reporting
standards for an enterprise's operating segments and related
disclosures about its products, services, geographic areas, and
major customers. Management has not completed its review of SFAS
No. 131, but does not anticipate that the adoption of this
statement will have a significant effect on the Company's
disclosures upon adoption in fiscal 1999.
Reverse Stock Split
-------------------
On April 2, 1998, the Company's Board of Director approved a
one-for-three reverse stock split of the Company's common shares.
All share and per share information contained in these financial
statements gives retroactive effect to the 1-for-3 reverse stock
split effected April 14, 1998.
Concentration of Risk
---------------------
As previously discussed, the Company is in the business of
providing information technology services. These services are
provided to a large number of customers in various industries in
the United States. The Company's trade accounts receivable are
exposed to credit risk, but the risk is limited due to the
diversity of the customer base and the customers wide geographic
dispersion. The Company performs ongoing credit evaluations of
its customer's financial condition. The Company maintains
reserves for potential bad debt losses and such bad debt losses
have been within the Company's expectations.
The Company maintains cash balances at several large
creditworthy banks located in the United States. Accounts at
each institution are insured by the Federal Deposit Insurance
Corporation up to $100,000. The Company does not believe that it
has significant credit risk related to its cash balance.
2. Property and Equipment
Property and equipment consists of the following:
February 28, November 30,
1999 1998
------------ ------------
Land, buildings and improvements $ 725,910 $ 725,910
Equipment 3,188,046 3,185,632
Furniture and fixtures 1,386,377 1,287,067
Leased property under capital
leases and leasehold
improvements 1,118,495 1,118,495
----------- ---------
6,418,828 6,317,104
Less: accumulated depreciation (4,144,873) (3,993,108)
----------- ---------
Net property and equipment $ 2,273,955 $ 2,323,996
=========== =========
Depreciation expense for 1999 and 1998 was $152,000 and
$141,000, respectively.
3. Long-Term Debt
February 28, November 30,
1999 1998
------------ -----------
Long-term obligations consist of:
Term loan $1,221,,000 $1,221,000
Revolving credit line 2,774,620 2,774,620
Capital lease obligations 310,319 383,020
----------- ----------
4,305,939 4,378,640
Less: Current maturities (1,665,865) (1,738,565)
----------- ----------
$ 2,640,074 $2,640,075
=========== ==========
The Company's outstanding amounts owed under the term loan
and credit line with its primary lender were due and payable at
December 31, 1998. The Company and its lender have agreed to an
extension of these agreements through December 1, 1999 subject to
satisfactory documentation of the terms and conditions as agreed.
The Company will continue to use its best efforts to replace its
primary lender prior to that time.
Subsequent to November 30, 1998 the Company has paid
$510,000 to reduce its term loan from $1,221,000 to $711,000 as
of March 12, 1999. The Agreement calls for the Company to make
additional payments in 1999 totaling $1,015,000 with the
remaining balance of $2,470,000 due December 1, 1999. The term
debt and the revolving credit line will accrue interest at prime
plus 2.5% per annum.
The long term debt is secured by substantially all of the
assets of the Company and requires continued compliance with
previously established covenants which include: limits on
capital expenditures, certain prepayments from excess cash flow
as defined and the maintenance of certain financial ratios and
amounts. The Company is restricted by its primary lender from
paying dividends on its common stock.
Aggregate maturities on long-term debt, exclusive of
obligations under capital leases, are approximately $1,015,000 in
1999 and $2,470,000 in 2000.
The carrying value of the long-term debt approximates its
fair value.
4. Capital Leases
Capital lease obligations are for certain equipment leases
which expire through fiscal year 2004. Future required payments
under capitalized leases together with the present value,
calculated at the respective leases' implicit interest rate of
approximately 10.5% to 14.3% at their inception, as of May 1,
1995 and May 1, 1997 are as follows:
Year ending November 30, 1999 $195,322
Year ending November 30, 2000 72,619
Year ending November 30, 2001 43,055
Year ending November 30, 2002 and thereafter 37,969
--------
Total minimum lease payments 348,965
Less amount representing interest (38,646)
--------
Present value of long-term obligations
under capital leases $ 310,319
========
5. Securities Available for Sale
At February 28, 1999 and November 30, 1998, the Company held
investment securities in a public company. Certain officers and
directors of the Company have an ownership interest in the public
company. Management has estimated the fair value of the
investment at February 28, 1999 at $117,500 based on discounted
market values due to the stock being thinly traded and volatile
and has classified the investment as available for sale. The
investment is included in prepaid expenses and other assets in
the accompanying balance sheet. The investment has a gross
carrying value of $461,007 and an unrealized loss of $343,507 at
February 28, 1999. The Company did not sell any available for
sale securities during 1998.
6. Subsequent Event
On March 10, 1999 the Company completed a Private Placement
Offering for the issuance of 1,000,000 shares of common stock.
The Company has received proceeds of $600,000. The Company used
$500,000 in proceeds to repay amounts under the term loan as
discussed in Note 3. The remaining amounts are intended to be
used for further paydown of debt, general corporate purposes and
for working capital. In connection with the Private Placement
Offering described above, an independent third party received
200,000 shares of common stock as a finders fee.
Item 2. Management's Discussion of Financial Condition and
Results of Operations
Liquidity and Capital Resources
- -------------------------------
Working capital at February 28, 1999 was $28,000. This was
a reduction of $41,000 over November 30, 1998.
The Company's outstanding amounts owed under the term loan
and credit line with Chase Bank were due and payable at December
31, 1998. The Company and its lender have agreed to an extension
of these agreements through December 1, 1999 subject to
satisfactory documentation of the terms and conditions as agreed.
The Company will continue to use its best efforts to replace its
primary lender prior to that time.
Subsequent to November 30, 1998 the Company has paid
$510,000 to reduce its term loan from $1,221,000 to $711,000 as
of March 12, 1999. The Agreement calls for the Company to make
additional payments in 1999 totaling $1,015,000 with the
remaining balance of $2,470,000 due December 1, 1999. The term
debt and the revolving credit line will accrue interest at prime
plus 2.5% per annum.
On March 10, 1999 the Company completed a Private Placement
Offering with non-affiliates for the issuance of 1,000,000 shares
of common stock and the issuance of 200,000 shares as a finders
fee, all with registration rights. The Company has received
proceeds of $600,000. The Company used $500,000 in proceeds to
repay amounts under the term loan. The remaining amounts are
intended to be used for further paydown of debt, general
corporate purposes and for working capital.
Management believes that positive cash flow contributions
from the Company's operating subsidiaries will be sufficient to
cover cash flow requirements for fiscal 1999. There was no
material commitment for capital expenditures as of February 28,
1999. Inflation was not a significant factor in the Company's
financial statements.
Cash flow from continuing operations for the three months
ended February 28, 1999 was $24,000. This was an improvement of
$222,000 over the previous year's first quarter.
General Description Of The Year 2000 Issue And The Nature
And Effects Of The Year 2000 On Information Technology (IT)
And Non-IT Systems
The Year 2000 Issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Any of the Company's computer programs that have
date-sensitive software or embedded chips may recognize a date
using "00" as the year 1900 rather than the year 2000. This could
result in a system failure or miscalculations causing disruptions
of operations, including, among other things, a temporary
inability to process transactions, send invoices, or engage in
similar normal business practices.
The Company began addressing the Year 2000 Issue in 1997 on
a decentralized basis at each of its subsidiaries. In 1998, the
Company began monitoring progress on a corporate level. Based on
assessments made since 1997, the Company determined that
modifications to or in limited cases replacement of computer
software and hardware was necessary to enable those systems to
operate properly after December 31, 1999. The Company presently
believes that with modifications to and replacement of existing
software and hardware, the Year 2000 Issue can be mitigated.
However, if such modifications and replacements are not made, or
are not completed timely, the Year 2000 Issue may have a material
impact on the operations of the Company.
The Company's plan to resolve the Year 2000 Issue involves
the following four phases: assessment, remediation, testing, and
implementation. To date, the Company has completed its assessment
of all systems that could be significantly affected by the Year
2000. The assessment indicated that most of the Company's
significant information technology systems could be affected,
particularly the Company's registration/scheduling and accounting
systems. The assessment also indicated that software and hardware
(embedded chips) used in these applications were also at risk.
The software developed and distributed by ATM/Canterbury is Y2K
compliant. The Company's other training services are not at
risk.
Status Of Progress In Becoming Year 2000 Compliant,
Including Timetable For Completion Of Each Remaining Phase
The following estimates of completion percentages and dates
are based on the Company's best estimates. However, there can be
no guarantee that these dates can be achieved and actual results
may differ. For its information technology exposures, to date the
Company is approximately 75% complete on the remediation phase
and expects to be completed with its software reprogramming and
replacement no later than March 31, 1999. Once software is
reprogrammed or replaced for a system, the Company begins testing
and implementation. These phases run concurrently for different
systems. To date, the Company has completed 50% of its testing
and has implemented 55% of its remediated systems. Completion of
the testing phase for all significant operating systems is
expected by April 30, 1999, with all remediated systems fully
tested and implemented by July 31, 1999.
Nature And Level Of Importance Of Third Parties And Their
Exposure To The Year 2000
The Company is planning to survey its significant vendors as
to their Year 2000 compliance in March and April, 1999. Based on
the nature of their responses, the Company will develop
contingency plans as appropriate. However, the Company has no
means of assuring that external vendors will be Year 2000
compliant. The inability of these third parties to complete their
Year 2000 resolution process in a timely fashion could materially
impact the Company.
Costs
- -----
The Company has utilized and will continue to utilize both
internal and external resources to reprogram, or replace, test,
and implement the software and operating equipment for Year 2000
modifications. Many of the program fixes were completed in
conjunction with other projects and had little incremental cost.
The Company estimates that incremental costs relating to Year
2000 projects to date approximate $25,000. These costs have been
expensed as incurred. The Company expects to spend less than
$50,000 on Year 2000 projects in fiscal 1999. Year 2000 costs are
difficult to estimate accurately and the projected cost could
change due to unanticipated technical difficulties, project
delays, and third party non-compliance, among other things.
Risks
- -----
Management of the Company believes that it has an effective
program in place to resolve the Year 2000 Issue in a timely
manner. As noted above, the Company has not yet completed all
necessary phases of its Year 2000 plan. Because of the range of
possible issues and the large number of variables involved, it is
impossible to quantify the potential cost of problems should the
Company or its trading partners not properly complete their Year
2000 plans and become Year 2000 compliant. Such costs and any
failure of compliance efforts could have a material adverse
effect on the Company. The Company believes that the most likely
risks of serious Year 2000 business disruption are external in
nature, including continuity of utility, telecommunication and
transportation services, and the potential failure of the
Company's customers due to their own non-compliance or the
non-compliance of their business partners. In the event the
Company does not properly complete its Year 2000 efforts or is
affected by the disruption of outside services, the Company could
be unable to take orders, distribute goods, invoice customers or
collect payments. In addition, disruptions in the economy
generally resulting from Year 2000 could have a material adverse
effect on the Company. The Company could be subject to litigation
for computer systems failure. The amount of potential liability
and lost revenue cannot be reasonably estimated at this time.
Contingency Plans
- -----------------
The Company is currently in process of developing
contingency plans to address the above Year 2000 risks as
necessary. The Company plans to evaluate the status of completion
of its Year 2000 efforts by April 30, 1999 and to determine what
contingency plans are necessary at that time. In the normal
course of business, the Company has contingency plans for
disruption of business events and intends to augment those plans
with specific Year 2000 considerations.
Results of Operations
- ---------------------
Revenues
--------
Revenues for the three months ended February 28, 1999
increased by $19,000 (1%) over the comparable three-month period
in fiscal 1998, due to increased sales of technical training
products.
Costs and Expenses
------------------
Costs and expenses for the three months ended February 28,
1999 increased by $265,000 (21%) due primarily to an increase in
labor and facilities costs.
Selling expenses for the quarter ended February 28, 1999
decreased by $102,000 (20%) over the same quarter in fiscal 1998.
The decrease was due primarily to a reduction in marketing
expenses at CALC/Canterbury attributable to more cost effective
and efficient production and distribution of their monthly
training schedule.
General and administrative costs decreased by $40,000 (4%)
over the previous year. A reduction in staff personnel at
CALC/Canterbury, ProSoft/Canterbury and the corporate office
represented the majority of the reduction.
<PAGE>
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
None.
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits: None
(b) 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 20, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000794927
<NAME> CANTERBURY INFORMATION TECHNOLOGY, INC.
<MULTIPLIER> 1
<S> <C>
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> FEB-28-1999
<PERIOD-TYPE> 3-MOS
<CASH> 218,254
<SECURITIES> 0
<RECEIVABLES> 1,250,456
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<PP&E> 6,418,828
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<COMMON> 6,421
<OTHER-SE> 16,436,493
<TOTAL-LIABILITY-AND-EQUITY> 25,295,955
<SALES> 2,802,130
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<CGS> 1,520,312
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<OTHER-EXPENSES> 188,065
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