-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AezZ5OWKBHzmx90v1EX264k4Z4fc5LsQFdu6LrGWKgHGD2geimfuwSCJQiLRWSQq Wx6A/TbGjiCFFVm4rBN6BA== 0001058809-00-000011.txt : 20000414 0001058809-00-000011.hdr.sgml : 20000414 ACCESSION NUMBER: 0001058809-00-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000229 FILED AS OF DATE: 20000413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANTERBURY INFORMATION TECHNOLOGY INC CENTRAL INDEX KEY: 0000794927 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 232170505 STATE OF INCORPORATION: PA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-15588 FILM NUMBER: 600065 BUSINESS ADDRESS: STREET 1: 1600 MEDFORD PLZ STREET 2: RTE 70 & HARTFORD RD CITY: MEDFORD STATE: NJ ZIP: 08055 BUSINESS PHONE: 6099530044 MAIL ADDRESS: STREET 1: 1600 MEDFORD PLZ CITY: MEDFORD STATE: NJ ZIP: 08055 FORMER COMPANY: FORMER CONFORMED NAME: CANTERBURY CORPORATE SERVICES INC DATE OF NAME CHANGE: 19940323 FORMER COMPANY: FORMER CONFORMED NAME: CANTERBURY EDUCATIONAL SERVICES INC /PA/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CANTERBURY PRESS INC DATE OF NAME CHANGE: 19870615 10-Q 1 FORM 10-Q FOR QUARTER ENDING FEBRUARY 29, 2000 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: Commission File Number: February 29, 2000 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 9,524,287 shares. FORM 10-Q PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements CANTERBURY INFORMATION TECHNOLOGY, INC. CONSOLIDATED BALANCE SHEET ASSETS - ------ February 29, 2000 November 30, (Unaudited) 1999 ----------- ----------- Current Assets: Cash and cash equivalents $ 909,713 $1,060,434 Accounts receivable, net 2,898,548 2,676,889 Notes receivable - current portion 371,028 363,805 Prepaid expenses and other assets 864,960 849,107 Inventory, principally finished goods, at cost 38,073 101,533 Deferred income tax benefit 99,448 99,448 ----------- ---------- Total Current Assets 5,181,770 5,151,216 Property and equipment at cost, net of accumulated depreciation and amortization of $4,737,000 and $4,593,000 2,313,603 2,383,829 Goodwill net of accumulated amortization of $2,461,000 and $2,348,000 8,771,853 8,885,170 Deferred income tax benefit 2,538,997 2,706,888 Notes receivable 7,599,236 7,630,836 Other assets 1,113,229 1,054,033 ------------ ------------ Total Assets $27,518,688 $27,811,972 =========== ============ See Accompanying Notes FORM 10-Q CANTERBURY INFORMATION TECHNOLOGY, INC. CONSOLIDATED BALANCE SHEET LIABILITIES AND SHAREHOLDERS' EQUITY February 29, 2000 November 30, (Unaudited) 1999 ----------- ----------- Current Liabilities: Accounts payable - trade $ 1,131,279 $ 1,144,922 Accrued expenses 374,193 387,660 Unearned revenue 1,135,978 1,111,330 Current portion, long-term debt 1,047,751 1,246,997 ----------- ----------- Total Current Liabilities 3,689,201 3,890,909 Long-term debt 1,950,531 1,989,031 Deferred income tax liability 2,991,422 3,059,219 Stockholders' Equity: Common stock, $.001 par value, 50,000,000 shares authorized; 9,508,000 issued 9,508 9,508 Additional paid in capital 19,896,847 19,946,848 Accumulated other comprehensive income (564,094) (472,215) Retained earnings 341,269 184,668 Notes receivable for capital stock (388,696) (388,696) Less treasury shares, at cost (407,300) (407,300) ---------- ---------- Total Shareholders' Equity 18,887,534 18,872,813 ------------ ---------- Total Liabilities and Shareholders' Equity $ 27,518,688 $ 27,811,972 ============ ============ See Accompanying Notes FORM 10-Q CANTERBURY INFORMATION TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF INCOME Three-Months Ended February 29 and February 28, (Unaudited) 2000 1999 ---- ---- Service revenue $2,692,402 $ 2,575,702 Product revenue 3,261,189 226,428 ----------- ------------ Total net revenue 5,953,591 2,802,130 Service costs and expenses 1,604,731 1,420,398 Product costs and expenses 2,711,778 99,914 ----------- ------------ Total costs and expenses 4,316,509 1,520,312 Gross profit 1,637,082 1,281,818 Selling 548,867 417,886 General and administrative 942,928 907,771 ----------- ------------ Total operating expenses 1,491,795 1,325,657 Other income/(expenses) Interest income 166,153 170,949 Interest expense (74,980) (90,628) Other 16,141 17,116 ----------- ----------- Total other income 107,314 97,437 Income before income taxes 252,601 53,598 Provision for income taxes 96,000 10,720 ----------- ------------ Net income $ 156,601 $ 42,878 =========== ============ Net income per share and common share equivalents: Basic net income per share $ .02 $ .01 =========== ============ Diluted net income per share $ .02 $ .01 =========== ============ Weighted average number of common shares - basic 9,508,100 6,420,900 =========== ============ Weighted average number of common shares - diluted 10,295,800 6,420,900 =========== ============ See Accompanying Notes FORM 10-Q CANTERBURY INFORMATION TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE-MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999 February 29, February 28, 2000 1999 ---------- ----------- Operating activities: Net income $ 156,601 $ 42,878 Adjustments to reconcile net income to net cash provided by/(used in) operating activities: Depreciation and amortization 257,682 260,200 Provision for losses on accounts receivable 13,824 2,058 Deferred income taxes 100,094 (70,160) Other assets (120,236) (199,750) Changes in operating assets, net of acquisitions Accounts receivable (235,483) (110,970) Inventory 63,460 - Prepaid expenses and other assets (46,692) 204,274 Income taxes - (41,788) Accounts payable (13,643) (43,028) Accrued expenses (13,467) (51,881) Unearned revenue 24,648 31,970 -------- --------- Net cash provided by operating activities 186,788 23,803 -------- --------- Investing activities: Capital expenditures, net (74,139) (101,724) --------- ---------- Net cash used in investing activities (74,139) (101,724) ---------- ----------- Financing activities: Principal payments on long term debt (237,746) (72,701) Other (50,001) - Proceeds from payments on notes receivable 24,377 81,602 --------- ---------- Net cash provided by financing activities (263,370) 8,901 --------- ----------- Net decrease in cash (150,721) (69,020) Cash, beginning of period 1,060,434 287,274 ---------- ----------- Cash, end of period $ 909,713 $ 218,254 ========== =========== See Accompanying Notes CANTERBURY INFORMATION TECHNOLOGY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Operations and Summary of Significant Accounting Policies Basis of Presentation --------------------- The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. It is suggested that these unaudited cosolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K for the year ended November 30, 1999. In the opinion of management, all adjustments (which consist only of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of all periods presented have been made. Quarterly results are not necessarily indicative of results for the full year. 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 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- Accounting for Stock Based Compensation. 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 periods ranging from twenty to 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. Inventories ----------- Inventories are stated at the lower of cost or market utilizing a first- in, first-out method of determining cost. 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 -------------------------------- The Company plans to adopt Statement of Financial Accounting Standards "(SFAS)" No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, effective at the beginning of fiscal 2001. This statement will require derivative positions to be recognized in the balance sheet at fair value. The Company believes that there will be no impact upon adoption on results of operations or financial position. 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. Comprehenisve Income -------------------- During the three months ended February 29, 2000 and February 28, 1999, total comprehensive income (loss) amounted to $64,722 and ($156,872), respectively. Comprehensive income consisting of net income and unrealized gains and losses on available for sale securities. 2. Acquisitions On October 20, 1999, the Company acquired certain assets and assumed certain liabilities of U.S. Communications, Inc. (USC) from Condor Technology Solutions, Inc. for 292,000 shares of Canterbury restricted common stock valued at $850,000. USC, based in Maryland, is a reseller of desktop and server computer systems to state and local governments, as well as commercial private sector companies in the Mid-Atlantic market. USC provides a wide range of information technology services as well. They include training, software, consulting and network design. After the acquisition, the Company changed the name of U.S. Communications to USC/Canterbury Corp. The acquisition was accounted for using the purchase method of accounting. The purchase price was allocated as follows: receivables - $308,000; inventory - $209,000; other current assets - $21,000; non-current assets - $49,000; and current liabilities - $66,000. The excess cost over the fair value of net assets acquired was approximately $329,000. Goodwill is being amortized over 20 years on a straight line basis. The consolidated results of operations for 1999 include USC since the date of the acquisition. 3. Segment Reporting ----------------- The Company is organized into three operating segments and the corporate office. The operating segments are: training and consulting, hardware sales and software sales. Summarized financial information for the three months ended February 29, 2000 and February 28, 1999, for each segment, is as follows:
Training 2000 and Consulting Hardware Software Corporate Total - ---- -------------- -------- -------- --------- ----- Revenues $2,692,402 $2,891,712 $369,477 $ - $ 5,953,591 Income before taxes 200,785 286,330 31,622 (266,136) 252,601 Interest income - - - 166,153 166,153 Interest expense - 19 - 74,961 74,980 Depreciation and amortization 134,684 8,152 4,500 114,678 262,014 Training 1999 and Consulting Hardware Software Corporate Total - ---- -------------- -------- -------- --------- ----- Revenues $2,575,702 $ 166,549 $59,879 $ - $ 2,802,130 Income before taxes 308,442 40,375 20,375 (315,594) 53,598 Interest income - - - 170,949 170,949 Interest expense - - - 90,628 90,628 Depreciation and amortization 141,626 6,532 2,349 109,693 260,200 4. Property and Equipment ---------------------- Property and equipment consists of the following: February 29, November 30, 2000 1999 ----------- ----------- Land, buildings and improvements $ 725,910 $ 725,910 Machinery and equipment 4,190,522 4,116,383 Furniture and fixtures 1,401,696 1,401,696 Leased property under capital leases and leasehold improvements 732,197 732,197 ----------- ----------- 7,050,325 6,976,186 Less: accumulated depreciation (4,736,722) (4,592,357) ------------- ------------ Net property and equipment $ 2,313,603 $ 2,383,829 ============= ============ Depreciation expense for 2000 and 1999 was $144,000 and $152,000, respectively. 5. Long-Term Debt -------------- February 29, November 30, 2000 1999 ----------- ------------ Long-term obligations consist of: Term loan $ - $ 200,436 Revolving credit line 2,774,620 2,774,620 Capital lease obligations 223,662 260,972 ----------- ------------ 2,998,282 3,236,028 Less: Current maturities (1,047,751) (1,246,997) ------------ ------------ $ 1,950,531 $1,989,031 =========== ============ The Company's outstanding amounts owed under the term loan and credit line with Chase Bank were refinanced in December, 1999. Under the new agreement, the Company paid off the remaining term debt of $200,436 and agreed to term out the $2,774,620 credit line. Monthly payments began in March of 2000, and continue until December of 2001 when the final balloon payment of $640,000 is due and payable. Scheduled payments for fiscal 2000 total $915,000. The long term debt is secured by substantially all of the assets of the Company and requires compliance with 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 cash dividends on its common stock. Aggregate maturities on long-term debt, exclusive of obligations under capital leases, are approximately $915,000 in 2000, $1,220,000 in 2001, and $639,620 thereafter. The carrying value of the long-term debt approximates its fair value. 6. Capital Leases -------------- Capital lease obligations are for certain equipment leases which expire through fiscal year 2003. 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. Year ending November 30, 2000 $ 110,846 Year ending November 30, 2001 80,764 Year ending November 30, 2002 44,560 Year ending November 30, 2003 and thereafter 8,934 -------- Total minimum lease payments 245,104 Less amount representing interest (21,442) -------- Present value of long-term obligations under capital leases $223,662 ======== 7. Securities Available for Sale ----------------------------- At February 29, 2000 and November 30, 1999, the Company held investment securities in public companies. For one of the public companies certain officers and directors of the Company have an ownership interest in the aggregate of less than 10%. Management has estimated the fair value of this investment at February 29, 2000 and November 30, 1999 at $89,721 and $26,437, respectively, based on discounted market values due to the stock being thinly traded and volatile. Other equity securities have a fair value of $81,801 and $202,355 at February 29, 2000 and November 30, 1999, respectively. Management has classified these investments as available for sale and are included in non-current other assets in the accompanying balance sheet. The Company did not sell any available for sale securities during 2000 or 1999. 8. Related Party Transactions -------------------------- During 1999, the Company performed consulting and web development services for a start-up, non-public company in which certain officers are members of the Board of Directors and shareholders. The services billed during the year totaled $521,500. The receivable for these services is included in other assets on the accompanying balance sheet at November 30, 1999. As a subsequent event, in March, 2000 the Company received approximately 278,000 shares of restricted common stock in the publicly traded parent company in satisfaction of the receivable. Item 2. Management's Discussion of Financial Condition and Results of Operations Liquidity and Capital Resources - ------------------------------- Working capital at February 29, 2000 was $1,493,000. This was an increase of $233,000 over November 30, 1999. The increase was caused by a decrease in the current portion of long term debt due to the $200,000 payment made to the primary lender in December, 1999. The Company's outstanding amounts owed under the term loan and credit line with Chase Bank were refinanced in December, 1999. Under the new agreement, the Company paid off the remaining term debt of $200,436 and agreed to term out the $2,774,620 credit line. Monthly payments began in March of 2000, and continue until December of 2001 when the final balloon payment of $640,000 is due and payable. Scheduled payments for fiscal 2000 total $915,000. The long term debt is secured by substantially all of the assets of the Company and requires compliance with 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 cash dividends on its common stock. During 1999, the Company successfully completed a series of private placements with non-affiliates. From March, 1999 to October, 1999 a total of four private placements occurred. A total of 2,320,589 restricted common shares of stock were issued. The net proceeds totaled $1,471,220. The Company has also issued 397,059 shares of restricted common stock as finder fees associated with these placements. All private placements had registration rights. The Company used the proceeds to repay amounts under the term loan, for 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 2000. There was no material commitment for capital expenditures as of February 29, 2000. Inflation was not a significant factor in the Company's financial statements. Cash flow from continuing operations for the three months ended February 29, 2000 was $187,000. This represents an increase of $163,000 over the prior year. The increase is mainly attributable to the additional cash flow provided by the USC/Canterbury acquisition. Results of Operations - --------------------- Revenues -------- Revenues for the three months ended February 29, 2000 increased by $3,152,000 (112%) over the comparable three-month period in fiscal 1999, due primarily to the revenue contribution of USC/Canterbury in fiscal 2000. Costs and Expenses ------------------ Costs and expenses for the three months ended February 29, 2000 increased by $2,796,000 (183%) due again to the costs associated with the USC/Canterbury acquisition in October, 1999. Selling expenses for the quarter ended February 29, 2000 increased by $131,000 (31%) over the same quarter in fiscal 1999. The increase was due primarily to the selling costs associated with USC/Canterbury for the three months ended February 29, 2000. 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 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 13, 2000
EX-27 2 FINANCIAL DATA SCHEDULE
5 0000794927 CANTERBURY INFORMATION TECHNOLOGY, INC. 1 NOV-30-2000 DEC-01-1999 FEB-29-2000 3-MOS 909,713 0 2,898,548 0 88,073 5,181,770 7,050,325 (4,736,722) 27,518,688 3,689,201 0 0 0 9,508 18,878,026 27,518,688 5,953,591 5,953,591 4,316,509 1,419,795 (182,294) 0 74,980 252,601 96,000 156,601 0 0 0 156,001 .02 .02
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