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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934:
For the fiscal year ended: November 30, 1998
Commission File Number: 0-15588
CANTERBURY INFORMATION TECHNOLOGY, INC.
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Pennsylvania 23-2170505
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State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1600 Medford Plaza, Rt. 70 & Hartford Road Medford, New Jersey 08055
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (609) 953-0044
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title of Class)
Indicate by check mark whether the issuer (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such
reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
Indicate by check mark if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained,
to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this 10-K. X
Revenues for the most recent fiscal year were $12,122,879.
The aggregate market value of the voting stock held by
non-affiliates computed by reference to the closing price of
such stock on National Market NASDAQ for February 24, 1999
was $5,083,385.
The number of shares outstanding of the issuer's class of
common equity, as of February 24, 1999 was 6,420,893.
Documents Incorporated by Reference - Various exhibits from
the Company's Form S-3 Registration Statements and such
other documents contained in Item 14.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
Canterbury Information Technology, Inc. (hereinafter
referred to as "the Registrant" or "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. The
Company is seeking acquisitions of computer software
consulting, technical staffing, Internet and other
information technology companies.
The Company was incorporated in the Commonwealth of
Pennsylvania on March 19, 1981 and later qualified to do
business in the State of New Jersey in April, 1985.
The Company became a Registrant by filing and
registering with the Securities and Exchange Commission
under Form S-18 which became effective on August 20, 1986.
Prior to 1988 the Company was comprised of two
segments: the vocational school segment and the seminar
segment. In November, 1988 the Company sold its seminar
segment, which represented less than 2% of the Company's
revenues. The Company was then solely a vocational school
company. In November, 1992 the Company acquired Star Label
Products, Inc., a specialty printing company. In September,
1993 the Company purchased Motivational Systems, Inc., a
management training company. In November of 1993, the
Company acquired Landscape Maintenance Services, Inc., a
landscape maintenance and construction company. In June of
1994, the Company acquired Computer Applications Learning
Center (CALC), a computer software training company. In
July, 1996, the Company acquired ProSoft Training, LLC., a
computer software training company. In November, 1995, the
Company sold Star Label Products, Inc. In November, 1996,
the Company sold Landscape Maintenance Services, Inc. In
May, 1997, the Company purchased ATM Technologies, Inc., a
software development company. In November, 1997, the Company
closed its last two vocational schools.
In conjunction with the Board's resolution to
concentrate future growth within the information technology
sector, the Board and Shareholders voted to change the
Company's name to Canterbury Information Technology, Inc.
effective June 12, 1997.
Effective April 14, 1998 the Board of Directors
declared a one for three reverse stock split of the
Registrant's common stock. In addition, and as a result of
the one for three reverse stock split, the Board of
Directors changed the trading symbol of the Registrant's
common stock from XCEL to CITI. All share and per share
information has been restated for the one for three reverse
stock split.
NARRATIVE DESCRIPTION OF BUSINESS - COMPUTER SOFTWARE
TRAINING/SERVICES
In June, 1994, the Company acquired Computer
Applications Learning Center (CALC), a New Jersey based
computer software training company. Since 1983 CALC has
trained corporate workers and managers at its five training
centers in New York and New Jersey and on site at Fortune
1000 corporations. CALC is an authorized training center
for the following major software providers: Microsoft,
Lotus, SBT, Borland, WordPerfect, Aldus and Apple. As
CALC/Canterbury pursues its business plan to become a
technology services provider as well as a corporate trainer
for desktop and technical courses, several partnerships and
alliances have been formed. Systems integrators, technical
staffing companies and CBT courseware providers have all
joined forces with CALC/Canterbury to allow the Company to
be a more complete technical services vendor to their
clients. CALC is authorized to provide continuing education
units (CEU's) and is an approved sponsor of Continuing
Professional Education (CPE) for CPA's in New York, New
Jersey and Pennsylvania. During 1995, the Company changed
the name of CALC to CALC/Canterbury Corp. to more
appropriately reflect Canterbury's role in the corporate
training industry. In July, 1996 Canterbury purchased
ProSoft Training, LLC., a Charlotte, North Carolina based
computer software training company. ProSoft is also a
Microsoft Solution Provider and is an Authorized Training
Center for WordPerfect and Lotus, as well as Microsoft.
After the purchase of ProSoft Training, LLC., the company
became known as ProSoft/Canterbury.
Future Plans
Canterbury expects to expand this line of the business
by: making acquisitions in the information technology
market of companies that provide complementary products and
services to the significant customer base established over
the past fifteen years of operations; and by entering into
strategic business partnerships to allow the existing sales
force to offer multiple information technology related
services and products. Over time, as the Company's market
penetration increases, the services that were subcontracted
in the past, will be developed and expanded internally.
NARRATIVE DESCRIPTION OF BUSINESS - MANAGEMENT TRAINING
In September of 1993, the Company acquired Motivational
Systems, Inc., a New Jersey-based management and sales
training company. Motivational Systems, since 1970, has
trained managers and sales professionals from many Fortune
1000 companies, on a national and international basis.
Motivational Systems conducts a wide variety of seminars in
management and team development, selling and negotiating,
interpersonal communication, executive development,
organizational problem solving and project management.
During 1995, the Company changed the name of Motivational
Systems, Inc. to MSI/Canterbury Corp. to more appropriately
reflect Canterbury's presence and role in the corporate
training industry.
Future Plans
This division's planned expansion is projected to occur
by extending its current sales effort into contiguous
markets around its corporate headquarters in Northern New
Jersey. To date, a sales executive has been hired to
penetrate the Philadelphia, Pennsylvania market.
The other major expansionary plan is to develop,
internally, new product offerings for existing and potential
customers, based on their specific needs. With several
consultants who are exceptional course developers on staff,
this process has already resulted in additional product
revenue streams.
NARRATIVE DESCRIPTION OF BUSINESS - SOFTWARE DEVELOPMENT
In May of 1997, the Company acquired ATM Technologies,
Inc. (ATM), a Texas-based software consulting and
development company, serving clients in national and
international markets. ATM has been in business since 1984,
specializing in PC-based tracking systems. The Company
changed the name of ATM Technologies, Inc. to ATM/Canterbury
Corp. to more appropriately reflect Canterbury's presence
and role in the information technology industry.
Future Plans
ATM/Canterbury plans to expand by introducing a newly
developed document imaging and PC-based retrieval program
integrated into its MasterTrak document tracking program
using barcoding. The total program has just recently been
packaged with a streamlined touch-screen PC. This major
product enhancement of imaging and PC-based retrieval will
allow clients with large file rooms to utilize this
hardware/software solution to reduce labor costs and
increase efficiencies. ATM/Canterbury is also working to
expand its base of national and international dealers and to
facilitate increased awareness of the tracking system's new
imaging software developed by the company.
Current clients have begun using the MasterTrak
software for asset tracking. Based upon current client
requests, the company may move toward the development of a
software programming enhancement to enable clients to scan
and link asset descriptions within the existing tracking
system.
MERGER/ACQUISITION PROGRAM
The Company is seeking the acquisition of profitable
companies in the information technology industry to
complement and expand the core subsidiaries. This will
allow the Company to offer a wide range of products and
services on a national basis. Since corporations accessing
computer applications training also need computer and
software consulting, network and systems development,
systems integration, Internet development and application as
well as Intranet conversions, the Company plans to be able
to provide a fully integrated, comprehensive approach to
information technology.
[CAPTION]
BUSINESS MODEL - INFORMATION TECHNOLOGY SERVICES
Computer Technical Computer & Network Systems Internet & Intranet
Training Training Software and Integrators Consultants
Companies Companies Consultants Systems ----------- Developers &
CALC/ CALC/ ATM/ Developers Providers
Canterbury Canterbury Canterbury & Help Lines Prosoft/
& Prosoft/ Installers Canterbury
Canterbury
EMPLOYEES
As of November 30, 1998, the Company, including all
subsidiaries, had 159 employees: 91 full-time employees and
68 part-time employees. The Company believes that the
relationship with its employees is satisfactory.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company owns non-operational land and a building in
Bedminster, New Jersey which was acquired as part of the
Landscape Maintenance acquisition. All other facilities,
including its administrative offices, branch locations and
sales offices, are leased. The aggregate annual rental
payments under leases will approximate $1,285,000 in fiscal
year 1999.
The following table sets forth the locations of the
Company including square footage:
Location Square Footage
Canterbury Information Technology, Inc.
1600 Medford Plaza
Medford, New Jersey 08055 4,200
ATM/Canterbury Corp.
16840 Barker Springs, Suite C300
Houston, TX 77084 3,700
Prosoft/Canterbury Corp.
8508 Park Road, #192
Charlotte, NC 28219 2,300
MSI/Canterbury
400 Lanid Drive
Parsippany, New Jersey 07054 1,800
CALC/Canterbury
500 Lanid Drive
Parsippany, New Jersey 07054 23,500
CALC/Canterbury
780 Third Avenue, Concourse Level One
New York, New York 10017 4,200
CALC/Canterbury
Woodbridge Place, Gill Lane at Route 1
Iselin, New Jersey 08830 6,000
CALC/Canterbury
Park 80 West Plaza
Saddlebrook, New Jersey 07663 5,926
CALC/Canterbury
55 Broadway
New York, New York 10006 7,000
ITEM 3. LEGAL PROCEEDINGS
In September of 1994, CALC and Canterbury Corporate
Services, Inc. received a Complaint from Thomas Arnold, a
former employee of CALC, who filed an action alleging a
breach of contract for his services as sales director as
well as the return of a notebook computer. This aspect of
Mr. Arnold's claim is somewhat limited in damages. However,
he has also alleged in his Complaint that CALC used his
photograph and information concerning the Company in a
marketing publication after he was terminated and without
his permission. In this claim, Mr. Arnold has requested
punitive damages in the specific amount of $8 million. It
is also the opinion of litigation counsel that this aspect
of Mr. Arnold's claim is without merit. To the extent that
an award for consequential damages would be made relating to
any advertising claim against CALC, the insurance carrier
would be responsible to pay for same. It should also be
noted that the Company filed a separate action, which was
consolidated with this litigation, against Mr. Arnold in
that he formed a competitive company after leaving CALC and
allegedly has solicited clients and/or former clients of
CALC. Canterbury Corporate Services, Inc. is seeking an
award in damages as well as restitution against Mr. Arnold
from interfering with their relationship with their
customers.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
The Company's Annual Meeting was held on September 9,
1998, at which time two matters were submitted to the
Company's stockholders for a vote. The majority of the
stockholders voted for the appointment of Ernst & Young LLP
as the Company's independent auditors and the election of
the following Directors: Stanton M. Pikus, Kevin J.
McAndrew, Alan Manin, Jean Zwerlein Pikus, Stephen M.
Vineberg, Paul L. Shapiro and Frank A. Cappiello.
PART II
ITEM 5. MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
The Company commenced trading in the Over-The-Counter
(O-T-C) market subsequent to the closing of its initial
public offering on August 29, 1986. Commencing on January
8, 1993, the Company's shares of common stock began trading
on NASDAQ's National Market under the stock symbol of SKIL.
In March, 1994, the Company's stock symbol was changed to
XCEL. As a result of the one for three reverse stock split
effective April 14, 1998, the Board of Directors changed the
trading symbol stock from XCEL to CITI. The high and low
bid prices (adjusted to reflect the 1 for 3 reverse stock
split) of the Company's common stock from December 1, 1995
through February 24, 1999 were as follows:
[CAPTION]
MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
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1996 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
High Low High Low High Low High Low
Common Stock 8.0625 5.8125 7.125 5.0625 6.375 3.375 4.6875 2.4375
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1997 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
High Low High Low High Low High Low
Common Stock 5.0625 2.0625 4.4063 2.7188 4.875 2.8125 4.3125 3.0938
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1998 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
High Low High Low High Low High Low
Common Stock 3.375 1.7813 2.5313 1.125 1.6875 .7813 1 .5
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1999 1st Quarter
High Low
Common Stock 1.5 .5
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The approximate number of record holders of the
Company's common stock as of November 30, 1998 as determined
from the Company's transfer agent's list of record holders
was 342. Such list does not include beneficial owners of
securities whose shares are held in the names of various
dealers and clearing agencies. The Company believes that
there are in excess of 5,000 beneficial holders.
The Company has never declared a dividend on its common
stock and does not plan to do so in the near future.
ITEM 6. SELECTED FINANCIAL DATA
1998 1997 1996 1995 1994(1)
Operating data:
Net revenues $12,112,879 $12,423,452 $12,717,692 $13,005,642 $ 7,548,392
Income (loss) from
continuing operations 581,503 (931,870) 423,157 723,184 186,817
Income (loss) from and gain
on sale of discontinued
operations (2) - (1,536,047) 1,243,411 990,656 (3,473,610)
Basic per share data:
Income (loss) from
continuing operations $.10 $(.22) $.08 $.17 $.05
Discontinued operations - (.29) .26 .23 (.97)
----------- ---------- --------- -------- ----------
Net income (loss) $.10 $(.51) $.34 $.40 $(.92)
=========== ========== ========= ======== ==========
Balance sheet data:
Total assets $25,700,415 $25,787,101 $27,400,539 $25,670,332 $23,883,498
Long-term debt 3,720,074 3,856,956 4,718,793 6,572,701 9,545,069
(1) Includes CALC/Canterbury which was acquired in June,
1994.
(2) In November, 1995 the Company sold Star Label Products,
Inc., a specialty printing company. In November, 1996, the
Company sold Landscape Maintenance Services, Inc., a
landscape maintenance and construction company. In
November, 1997, the Company closed its last two vocational
schools. Prior year financial statements have been restated
to reflect the discontinuation of the segments.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement
When used in this Report on Form 10-K and in other
public statements, both oral and written, by the Company and
Company officers, the word "estimates," "project," "intend,"
"believe," "anticipate," and similar expressions, are
intended to identify forward-looking statements regarding
events and financial trends that may affect the Company's
future operating results and financial position. Such
statements are subject to risks and uncertainties that could
cause the Company's actual results and financial position to
differ materially. Such factors include, among others: (1)
the Company's success in attracting new business and success
of its mergers & acquisitions program; (2) the competition
in the industry in which the Company competes; (3) the
Company's ability to obtain financing on satisfactory terms;
(4) the sensitivity of the Company's business to general
economic conditions; and (5) other economic, competitive,
governmental and technological factors affecting the
Company's operations, markets, products, services and
prices. The Company undertakes no obligations to publicly
release the result of any revision of these forward-looking
statements to reflect events or circumstances after the date
they are made or to reflect the occurrence of unanticipated
events.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at November 30, 1998 was $69,000. This was a
reduction of $2,569,000 from the previous year. Two significant factors
caused this reduction. First, there was a reclassification of $2,700,000
of deferred income tax benefit from current to long term, to properly
reflect the future utilization of net operating loss carryforwards.
Secondly, based on the restructured loan agreement with Chase Bank,
an additional $865,000 of bank debt has been classified as current.
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 1,000,0000 shares
of common stock and the issuance of 200,000 shares of common stock
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 November 30, 1998. Inflation was not
a significant factor in the Company's financial statements.
Cash flow from continuing operations for the year ended
November 30, 1998 was $406,125. This was the fourth consecutive
year of positive cash from continuing operations. During the year,
the Company reduced its long term bank debt by $549,000. For the
past three years, the reduction in long term debt totals $5,395,000.
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
Fiscal 1998 Compared to Fiscal 1997
Revenues
Revenues decreased by $300,000 (2%) in fiscal 1998 over
fiscal 1997. As previously discussed, new information
technology goods and services are being introduced to our
customers. This strategy of becoming a more complete
provider of information technology services required the
restructuring of the existing sales force. This has caused,
in the short term, some revenue stagnation due to the
recruiting, hiring and training process of the sales staff.
The Company believes that this current investment will
provide long-term benefits to the customers and hence,
revenues.
Costs and Expenses
Costs and expenses decreased by $409,000 (6%) in fiscal
1998 over the previous year. This most significant cause of
this decrease was the reduction in rent expense of $476,000
in 1998 versus 1997. The reduction was due primarily to
the Company recognizing in 1997 costs associated with
terminating certain leases for its management training
company's facilities. During 1998, the Company mitigated
these costs, in part, through subleasing of the facility
which resulted in a change in estimate of the previously
recognized costs.
Selling expense decreased by $48,000 (2%) in fiscal
1998 over fiscal 1997 due to reduced marketing expenses
related to CALC/Canterbury. During the year, the Company
reduced the size and frequency of the catalog schedule
mailing. This was accomplished by eliminating non-critical
information contained in the publication due to the
increased use of the Web site to research both class
descriptions and dates.
General and administrative expense decreased by
$520,000 (12%) in fiscal 1998 over fiscal 1997. Decreased
legal expenses of $145,000, consulting fees of $194,000 and
general public company/corporate expenses of $42,000
comprise the bulk of the reduction. The Company believes
that the reduced level of these expenses will continue into
fiscal 1999.
Interest income for fiscal 1998 increased by $254,000
(42%) over the prior year due to recognition of interest
income on the portion of the Company's revolving credit
facility with Chase Bank that was assumed by the owners of
Landscape Maintenance Services. This income was not
recognized in fiscal 1997.
Interest expense decreased by $96,000 (19%) in fiscal
1998 versus fiscal 1997. The reduction in outstanding
borrowings on the term loan is the major cause for this
reduction.
Fiscal 1997 Compared to Fiscal 1996
Revenues
Revenues decreased by $295,000 (2%) in fiscal 1997 over
fiscal 1996. This slight reduction was due to the
re-engineering of the sales department in the software
training area of the Company. As previously discussed, new
information technology goods and services are being
introduced to our customers. This strategy of becoming a
more complete provider of information technology services
required the restructuring of the existing sales force.
This has caused, in the short term, some revenue degradation
due to the recruiting, hiring and training process of the
sales staff. The Company believes that this current
investment will provide long-term benefits to the customers
and hence, revenues.
Costs and Expenses
Costs and expenses increased by $1,250,000 (21%) in
fiscal 1997 over the previous year. This increase was
caused by various factors. Rent expense increased by
$423,000 due to the Company establishing lease termination
reserves, increasing the number of classrooms for computer
training, as well as reserving for the relocation of
CALC/Canterbury and MSI/Canterbury into customized office
and classroom space in Parsippany, New Jersey. Subcontract
labor for CALC/Canterbury increased by $212,000 for two
reasons. First, there was a significant increase in
technical training classes offered in 1997, which resulted
in the need for more consultants to train these high-end
courses. Secondly, there was approximately $75,000 spent
for programming a new operational accounting system which
will allow for both Year 2000 compliance and increased
reporting and processing capabilities. Over $300,000 of the
increase in 1997 was attributed to the acquisition of
ATM/Canterbury in May, 1997, as well as ProSoft/Canterbury
operating for a full year in 1997 versus 1996.
Selling expense decreased by $117,000 (5%) in fiscal
1997 over fiscal 1996 due to lower commission expense and a
reduction in sales personnel through the first nine months
of fiscal 1997.
General and administrative expense increased by
$322,000 (8%) in fiscal 1997 over fiscal 1996. Increased
legal fees associated with the settlement and restructuring
of the Chase banking relationship as well as higher
consulting fees for the corporate office caused this
increase. The Company believes that both these expenses are
non-recurring. During 1997, the Company allocated $235,000
of corporate expenses to discontinued operations.
Interest income for fiscal 1997 increased by $281,000
(86%) over fiscal 1996 due to the payments from the note
receivable generated by the sale of Landscape Maintenance
Services, Inc. in November, 1996.
Interest expense decreased by $192,000 (28%) in fiscal
1997 versus fiscal 1996. The reduction in outstanding
borrowings on the term loan is the major cause for this
reduction.
Other expenses of $518,000 in fiscal 1997 were due
primarily to a $450,000 charge representing the difference
between the unpaid balance of a note receivable and the
estimated current value of the collateral supporting the
note.
ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
The financial statements and supplementary data are as
set forth in the Index on page 15.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements with the Company's
independent auditors on matters of accounting or financial
disclosure.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT
The directors, executive officers and control persons
of the Company as of November 30, 1998 were as follows:
Name Age Position Held with Company(1)
Stanton M. Pikus 58 President, Chief Executive Officer,
Chairman of the Board of Directors
Kevin J. McAndrew, CPA 40 Chief Operating Officer,
Executive Vice President,
Chief Financial Officer,
Treasurer, Director
Jean Zwerlein Pikus 45 Vice President - Operations,
Secretary, Director
Alan Manin 61 Director
Stephen M. Vineberg 57 Director
Paul L. Shapiro 47 Director
Frank A. Cappiello 73 Director
(1) All directors hold office until the next annual meeting
of stockholders of the Company and thereafter until their
successors are chosen and qualified. All officers hold
office at the selection and choice of the Board of Directors
of the Company.
STANTON M. PIKUS, President and Chairman of the Board
of Directors was a founder of the Company (1981). He
graduated from the Wharton School of the University of
Pennsylvania (B.S., Economics and Accounting) in 1962. From
1968 until 1981 he had been President and majority
stockholder of Brown, Bailey and Pikus, Inc., a mergers and
acquisitions consulting firm that completed more than twenty
transactions. In addition, Mr. Pikus has been retained in
the past by various small to medium-sized public companies
in the capacity of an independent financial consultant.
KEVIN J. McANDREW, CPA, Chief Operating Officer since
December, 1993; Executive Vice President since November,
1992; Vice President and Chief Financial Officer of the
Company since June, 1987; Treasurer since January, 1988 and
Director since August, 1990. He is a graduate of the
University of Delaware (B.S. Accounting, 1980) and has been
a Certified Public Accountant since 1982. From 1980 to
1983, he was an Auditor with the public accounting firm of
Coopers & Lybrand in Philadelphia. From 1984 to 1986, Mr.
McAndrew was employed as a Controller for a New Jersey-based
division of Allied Signal, Inc.
JEAN ZWERLEIN PIKUS, Vice President of Operations since
November, 1993; Vice President of Human Resources and School
Operations, Secretary and Director since December 1, 1984.
She was employed by J. B. Lippincott Company, a publishing
company, from 1974 to 1983 as Assistant Personnel Manager,
where she established its word processing center and was
responsible for the day-to-day control of word processing
and graphic services. In 1984, Ms. Pikus graduated from the
Wharton School of the University of Pennsylvania (B.S.,
Accounting and Management, cum laude). Ms. Pikus is the
wife of the President, Stanton M. Pikus.
ALAN MANIN, Director and Founder of the Company (1981).
He is a graduate of Temple University (B.S., 1960, M.Ed.,
1966); a former teacher and department chairman in the
Philadelphia School System (1960-1966); a former Vice
President and Director of Education for Evelyn Wood Reading
Dynamics (1966-1972); a former Director of Northeast
Preparatory School (1973); President, Chief Operating
Officer and founder of Health Careers Academy, a federally
accredited (National Association of Trade and Technical
Schools) vocational school (1974-1979) and a founder of the
Company (1981). He is currently the President of Atlantis,
a company which provides motivational training to employees
of Fortune 1000 companies.
STEPHEN M. VINEBERG, a Director since 1988, is
currently the President and Chief Executive Officer of CMQ,
Inc. Previously, he was a Vice President of Fidelity Bank,
Philadelphia, where he was Chief Operating Officer of the
Data Processing and Systems and Programming Divisions. Mr.
Vineberg also directed a wholly-owned subsidiary of the bank
that developed and marketed computer software, operated a
service bureau and coordinated all electronic funds transfer
activities.
PAUL L. SHAPIRO, a Director since December, 1992 has
worked for McKesson Drug Company for the past 15 years.
From 1973 through 1975 he was Director of the Pennsylvania
Security Officers' Training Academy. In 1973 he graduated
from York College of Pennsylvania with a B.S. Degree in
Police Administration.
FRANK A. CAPPIELLO, Director, is President of an
investment counseling firm: McCullough, Andrews &
Cappiello, Inc., providing management of more than $1
billion of assets. He is Chairman of three no-load mutual
funds; Founder and Principal of Closed-End Fund Advisors,
Inc.; publisher of Cappiello's Closed-End Fund Digest;
author of several books and a regular panelist on "Wall
$treet Week with Louis Rukeyser." For more than 12 years
Mr. Cappiello was Chief Investment Officer for an insurance
holding company with overall responsibility for managing
assets of $800 million. Prior to that, he was the Research
Director of a major stock brokerage firm. He is a graduate
of the University of Notre Dame and Harvard University's
Graduate School of Business Administration.
ITEM 11. EXECUTIVE COMPENSATION
CASH COMPENSATION
The Company had 91 full-time employees as of November
30, 1998. There were no cash directors' fees paid during
this period.
Summary Compensation Table
Name & Other Restricted Securities LTIP All
Principal Annual Stock Underlying Payouts Other
Position Year Salary($)Bonus($) Compensation($) Awards($) Options/SAR(#) ($) Compensation($)
Stanton
M. Pikus 1998 $202,500 $ - $- $- $- $- $-
President, 1997 195,000 - - - - - -
1996 195,000 - - - - - -
Kevin J.
McAndrew
Chief 1998 $127,788 $ - $- $- $- $- $-
Operating 1997 120,000 - - - - - -
Officer, 1996 120,000 - - - - - -
During fiscal 1997, the Company entered into an amended
employment agreement with the President. The term of the
agreement is five years and provides for a base salary of
$195,000 which began on December 1, 1995 with annual salary
increases of $25,000 in the second and third years and to
remain at $245,000 for the last two years of the contract.
Also included in the agreement are future incentives based
on Company performance. There is a bonus opportunity of 5%
on the first $500,000 of consolidated income before taxes
and bonus and 3% above $500,000. In conjunction with this
contract, the President agreed to a covenant not to compete
with the Company during his employment and for a period of
one year after his employment with the Company has
terminated. For the year ended November 30, 1996 the
President waived his right to receive any performance bonus
earned and in exchange his contract was extended for one
year through 2001 at the same terms. For the year ended
November 30, 1998, the President waived his right to receive
any performance bonus earned.
The Company also amended the employment agreement with
its Executive Vice President and Chief Operating Officer
during fiscal 1997. The term of the agreement is five years
and provides for a base salary of $120,000 for fiscal 1997 and
increases of $15,000 per year for the next four years. Also
included in the agreement are future incentives based on the
Company's profitability. A bonus of $30,000 will be earned
if the consolidated income before income taxes and bonus of
the Company exceeds $1,000,000. The bonus opportunity
applies to each of the five years of the contract. For the
year ended November 30, 1996, the Executive Vice President
waived his right to receive any performance bonus earned and
in exchange the contract was extended to 2001 at the same
terms.
COMPENSATION PURSUANT TO PLANS
The following non-qualified options were granted to
executive officers and directors of the Company on the
following dates (officers, directors, and more than 5%
holders of the Company's common stock received stock options
at 100% of the market value on date of grant).
Name of Individual Capacity in Options Date Granted Exercise Price
Which Served
============================================================================
Stanton M. Pikus President 16,667 10/29/96 $3.09
Chairman of the 33,334 01/13/97 $2.25
Board of Directors 50,000 05/18/98 $1.38
100,000 12/04/98 $.53
- ----------------------------------------------------------------------------
Kevin J. McAndrew, Chief Operating
CPA Officer
Executive Vice
President
Chief Financial
Officer
Treasurer, Director 33,334 07/26/94 $8.25
16,667 10/29/96 $3.69
16,667 01/13/97 $2.25
8,334 10/16/97 $3.56
35,000 05/18/98 $1.38
75,000 12/04/98 $.53
- ----------------------------------------------------------------------------
Jean Zwerlein Vice President-Operations
Pikus Secretary, Director 8,334 10/29/96 $3.69
8,334 01/13/97 $2.25
6,667 10/16/97 $3.56
20,000 05/18/98 $1.38
45,000 12/04/98 $.53
- ----------------------------------------------------------------------------
Alan Manin Director 3,334 10/29/96 $3.69
3,334 01/13/97 $2.25
10,000 05/18/98 $1.38
17,500 12/04/98 $.53
- ----------------------------------------------------------------------------
Stephen
Vineberg Director 2,500 08/16/94 $8.25
834 05/11/95 $8.25
3,334 07/24/95 $8.43
3,334 10/29/96 $3.09
8,334 01/13/97 $2.25
2,500 10/16/97 $3.56
10,000 05/18/98 $1.38
17,500 12/04/98 $.53
- ----------------------------------------------------------------------------
Paul Shapiro Director 2,500 08/16/94 $8.25
834 05/11/95 $8.25
3,334 07/24/95 $8.43
3,334 10/29/96 $3.09
8,334 01/13/97 $2.25
2,500 10/16/97 $3.56
10,000 05/18/98 $1.38
17,500 12/04/98 $.53
- -----------------------------------------------------------------------------
Frank A.
Cappiello Director 33,334(1) 01/30/95(1) $6.00(1)
3,334 10/29/96 $3.09
33,334 01/13/97 $2.25
20,000 05/18/98 $1.38
35,000 12/04/98 $.53
1. Frank Cappiello's options are not part of the 1987
Employee Stock Option Plan, but also convert to restricted
common stock. Mr. Cappiello has five years from the date of
grant to exercise these options.
Employee stock option holders have five years from the
date of grant to exercise any or all of their options, and
upon leaving the Company the option holders must exercise
within 30 days. These options exercise into restricted
shares of Company common stock and absent registration, or
any exemption from registration, must be held for the
applicable Rule 144 holding period before the restriction
can be removed.
OTHER COMPENSATION
No material other compensation. However, see "Certain
Relationships and Related Transactions" for key-man life
insurance arrangements.
COMPENSATION OF DIRECTORS
No additional compensation, other than Company stock
options issued at 100% of market value to all Directors who
are not otherwise salaried employees.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
(A) (B) The following table sets forth as of February 24,
1998 certain information with regard to the record and
beneficial ownership of the Company's common stock by (i)
each shareholder, owner of record or beneficial owner of 5%
or more of the Company's common stock (ii) each Director
individually and (iii) all Officers and Directors of the
Company as a group:
Class Name of Beneficial Owner Shares Owned Percent of Class
Common Stanton M. Pikus (2)(3) 441,582 7.0%
Common Kevin J. McAndrew (1)(3) 59,637 .9%
Common Alan Manin (1)(3) 101,436 1.6%
Common Jean Zwerlein Pikus(1)(2)(3) 36,473 .6%
Common Stephen M. Vineberg (1)(3) 8,629 .1%
Common Paul L. Shapiro (1)(3) 667 -
Common Frank A. Cappiello(1)(3) 61,667 1.0%
Common Glen Hukins(4) 0 -
Common Gregory Lantz(4) 0 -
Common Alan McGaffin(4) 288,524 4.6%
------- -----
All Officers, Directors and 5%
Stockholders as a group (7 in number) 998,615 15.8%
____________________________ ======= =====
(1) All of said individuals have given a Voting Trust and
First Right of Refusal to Stanton M. Pikus, President and
Board Chairman of the Company.
(2) Stanton M. Pikus and Jean Zwerlein Pikus are married to
each other and, therefore, are deemed to have beneficial
ownership in each other's shares.
(3) Does not include option grants as set forth in Item 11.
(4) Officers of wholly owned subsidiaries.
CHANGE IN CONTROL
There has been no change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has secured key-person life insurance
policies for its Corporate Officers. The amount and
beneficiary of the key-person life insurance policies are as
follows:
Corporate Officers Amount of Policy Beneficiary
Stanton M. Pikus $1,000,000 Company
Kevin J. McAndrew $1,000,000 Company
Jean Z. Pikus $ 500,000 Company
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
The following are filed as a part of this Form 10-K on
the pages indicated.
Consolidated Financial Statements Page No.
Report of Independent Auditors F- 0
Consolidated Balance Sheets - November 30, 1998 and 1997 F- 1
Consolidated Statements of Operations - Years ended November
30, 1998, 1997 and 1996 F- 3
Consolidated Statements of Stockholders' Equity - Years
ended November 30, 1998, 1997 and 1996 F- 5
Consolidated Statements of Cash Flows - Years ended November
30, 1998, 1997 and 1996 F- 6
Notes to Consolidated Financial Statements F- 8
Exhibits Sequential
Page No.
3(a) Articles of Incorporation of Canterbury Press, Inc. *
3(b) By-Laws of the Registrant *
3(c) Certificate of Amendment to Articles of Incorporation
changing the name to Canterbury Education Services, Inc. *
3(d) Certificate of Amendment to Articles of Incorporation
changing the name to Canterbury Corporate Services, Inc. **
3(e) Certificate of Amendment to Articles of Incorporation
changing the name to Canterbury Information Technology, Inc. ***
21 Subsidiaries of Registrant 17
22 Annual Report and Proxy Statement for 1998 Annual
Shareholders Meeting ***
27 Financial Data Schedule 18
* Incorporated by reference from the like-numbered
exhibit to Form S18 Registration Statement, SEC. File
No. 33-6381 filed on July 18, 1986.
** Incorporated by reference from the like-numbered
exhibit to Form S-3/A Registration Statement, SEC. File
No. 33-77066 filed on March 30, 1994.
*** Incorporated by reference from the Annual Report and
Definitive Proxy Materials for the 1997 Annual
Shareholders Meeting for fiscal year ended November 30, 1997
filed with the SEC on September 9, 1998.
Reports on Form 8-K filed during the last quarter of
the period covered by this report are as follows:
One for three reverse stock split of the Registrant 's
common stock dated April 14, 1998
Registrant entered into a $4,200,000 refinancing proposal
with Finova Capital Corporation dated November 12, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of
the Securities Exchange Act of 1934, Canterbury Information
Technology, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CANTERBURY INFORMATION TECHNOLOGY, INC.
Dated: 3/12/99 By /s/ Stanton M. Pikus
Stanton M. Pikus, President; Chief Executive
Officer
Dated: 3/12/99 By /s/ Kevin J. McAndrew
Kevin J. McAndrew, Chief Operating Officer,
Executive Vice President, Chief Financial
Officer, Treasurer
Pursuant to the requirements of Section 13 or 15 (d) of
the Securities Exchange Act of 1934, this report has been
signed on behalf of Canterbury Information Technology, Inc.
and in the capacities and on the dates indicated.
Dated: 3/12/99 By /s/ Stanton M. Pikus
Stanton M. Pikus,
President; Director; Chairman of
the Board of Directors
Dated: 3/12/99 By /s/ Kevin J. McAndrew
Kevin J. McAndrew, Chief Operating Officer;
Executive Vice President; Chief Financial Officer;
Director
Dated: 3/12/99 By /s/ Jean Zwerlein Pikus
Jean Zwerlein Pikus, Vice President - Operations,
Secretary; Director
Dated: 3/12/99 By /s/ Alan Manin
Alan Manin, Director
Dated: 3/12/99 By /s/ Stephen M. Vineberg
Stephen M. Vineberg, Director
Dated: 3/12/99 By /s/ Paul L. Shapiro
Paul L. Shapiro, Director
Dated: 3/12/99 By /s/ Frank A. Cappiello
Frank A. Cappiello, Director
Report of Independent Auditors
The Board of Directors and Stockholders
Canterbury Information Technology, Inc.
We have audited the accompanying consolidated balance sheets
of Canterbury Information Technology, Inc. as of November
30, 1998 and 1997, and the related consolidated statements
of operations, stockholders' equity, and cash flows for each
of the three years in the period ended November 30, 1998.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provided
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Canterbury Information Technology,
Inc. at November 30, 1998 and 1997, and the consolidated
results of its operations and cash flows for each of the
three years in the period ended November 30, 1998, in
conformity with generally accepted accounting principles.
Ernst & Young, LLP
Philadelphia, Pennsylvania
February 26, 1999
Except for Notes 6 and 16, as to which the date is March 12, 1999
CONSOLIDATED BALANCE SHEETS
November 30, 1998 and 1997
ASSETS
1998 1997
-------------- --------------
Current Assets:
Cash $287,274 $295,936
Accounts receivable, net 1,141,544 1,332,518
Notes receivable - current portion 341,268 424,700
Prepaid expenses and other assets 1,494,001 770,173
Deferred income tax benefit 150,000 2,896,000
--------- ----------
Total Current Assets 3,414,087 5,719,327
Property and equipment at cost,
net of accumulated depreciation
of $3,993,000 and $3,396,000 2,323,996 2,503,277
Goodwill, net of accumulated
amortization of $1,910,000
and $1,492,000 8,993,805 8,916,221
Deferred income tax benefit 2,712,919 -
Notes receivable 7,994,641 8,371,548
Other assets 260,967 276,728
----------- -----------
Total Assets $25,700,415 $25,787,101
=========== ===========
Continued
See Accompanying Notes
CONSOLIDATED BALANCE SHEETS
November 30, 1998 and 1997
Continued
LIABILITIES AND STOCKHOLDERS' EQUITY
1998 1997
---------- ----------
Current Liabilities:
Accounts payable - trade $ 357,100 $ 467,855
Accrued expenses 231,743 912,306
Income taxes payable 63,217 -
Unearned tuition income 954,128 828,469
Current portion, long-term debt 1,738,565 872,616
---------- ----------
Total Current Liabilities 3,344,753 3,081,246
Long-term debt 2,640,075 3,856,956
Deferred income tax liability 3,115,801 3,244,500
Commitments and contingencies
Stockholders' Equity:
Convertible preferred stock,
Series D, no par value, 0
and 1,000,000 shares authorized,
issued and outstanding - 1,043,841
Common stock, $.001 par value,
50,000,000 shares authorized;
6,421,000 and 5,417,000 issued 6,421 5,417
Additional paid-in capital 17,580,522 15,980,044
Unrealized loss on securities
available for sale (143,757) -
Deficit (436,100) (1,017,603)
Less treasury shares, at cost (407,300) (407,300)
----------- ----------
Total Stockholders' Equity 16,599,786 15,604,399
----------- ----------
Total Liabilities and
Stockholders' Equity $25,700,415 $25,787,101
=========== ===========
See Accompanying Notes
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended November 30, 1998, 1997 and 1996
1998 1997 1996
---------- ---------- -----------
Net revenues $12,122,879 $12,423,452 $12,717,692
Costs and expenses 6,695,276 7,104,803 5,854,993
------------ ------------ ------------
Gross profit 5,427,603 5,318,649 6,862,699
Selling 1,984,836 2,032,510 2,149,563
General and administrative 3,798,612 4,318,455 3,996,020
------------ ------------ ------------
Total operating expenses 5,783,448 6,350,965 6,145,583
Other income (expenses)
Interest income 861,424 607,178 326,485
Interest expense (394,925) (490,552) (682,251)
Other 470,849 (517,956) 374,575
------------ ------------ ------------
Total other income
(expense) 937,348 (401,330) 18,809
Income (loss) before income
taxes and discontinued
operations 581,503 (1,433,646) 735,925
Provision/(benefit) for
income taxes - (501,776) 312,768
------------ ------------ ------------
Income (loss) from continuing
operations 581,503 (931,870) 423,157
Discontinued operations
Loss from discontinued
operations (less applicable
income tax benefit
of $298,224 and $762,417) - (1,536,047) (1,031,761)
Gain on sale of discontinued
operations (less applicable
income tax provision
of $1,681,649) - - 2,275,172
------------ ------------ ------------
Net income (loss) $ 581,503 $(2,467,917) $1,666,568
============= ============ ============
Continued
See Accompanying Notes
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended November 30, 1998, 1997 and 1996
Continued
1998 1997 1996
Income (loss) from
continuing operations $ 581,503 $(931,870) $423,157
Preferred stock dividends - (277,841) (7,376)
---------- --------- --------
Income (loss) from
continuing operations
available to common
stockholders $ 581,503 $(1,209,711) $ 415,781
========= ============ ==========
Net income (loss)
per share and common
share equivalents
Basic and diluted:
Income (loss) from
continuing operations $.10 $(.22) $ .08
Discontinued operations - (.29) .26
---- ------ -----
Net income (loss) per share $.10 $(.51) $ .34
==== ====== =====
Weighted average number
of common shares -
basic and diluted 6,035,500 5,345,200 4,815,700
========== ========= =========
See Accompanying Notes
[CAPTION]
Canterbury Information Technology, Inc. - 10-K 1998
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended November 30, 1998, 1997 and 1996
Class C Class D Common Common Additional Retained Treasury Unrealized Total
Convertible Convertible Stock Stock Paid-In- Earnings Stock Loss Stockholder
Preferred Preferred Shares Amount Capital (Deficit) Equity
Stock Stock
Balance,
November 30, 1995 258,488 4,353,338 $4,353 $12,924,437 $ 68,963 $(143,435) $13,112,806
Private placement
of common stock,
net of expenses 411,111 411 1,467,742 1,468,153
Preferred stock
conversion (258,488) 190,731 191 258,297 -
Treasury shares
acquired at cost (181,600) (181,600)
Exercise of
stock options 40,000 40 72,660 72,700
Issuance of
common stock
for services 833 1 4,999 5,000
Issuance of
common stock
for acquisition 8,333 8 40,617 40,625
401(k) Company
match 13,657 14 81,926 81,940
Payment of
dividends on
preferred stock (7,376) (7,376)
Net income 1,666,568 1,666,568
-------- ------- ---------- ------ ----------- ----------- ---------- --------- ----------
Balance,
November 30, 1996 - - 5,018,003 $5,018 $14,850,678 $1,728,155 (325,035) - $16,258,816
Private placement
of common stock,
net of expenses 211,594 212 544,070 544,282
Issuance of
preferred stock 766,000 766,000
Treasury shares
acquired at cost (82,265) (82,265)
Issuance of common
stock for acquisition 152,381 152 499,848 500,000
401(k) Company
match 35,178 35 85,448 85,483
Accrued dividends
on preferred stock 27,838 (27,838) -
Imputed dividends
on preferred stock
payable in common
stock upon
conversion 250,003 (250,003) -
Net loss (2,467,917) (2,467,917)
-------- -------- ----------- ------ ----------- ---------- ----------- --------- ----------
Balance,
November 30, 1997 - 1,043,841 5,417,156 $5,417 $15,980,044 ($1,017,603) ($407,300) - $15,604,399
Preferred stock
conversion (1,043,841) 613,912 614 1,043,227 -
401(k) Company
match 35,201 35 62,271 62,306
Additional issuance
of common stock
for acquisitions 354,624 355 494,980 495,335
Unrealized loss on
available for
sale securities (143,757) (143,757)
Net Income 581,503 581,503
-------- --------- ----------- ----- ---------- ---------- --------- ---------- ----------
Balance,
November 30, 1998 - - 6,420,893 $ 6,421 $17,580,522 ($436,100) ($407,300) ($143,757)$16,599,786
======== ========= =========== ====== =========== ========= ========= ========= ===========
See Accompanying Notes
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended November 30, 1998, 1997 and 1996
1998 1997 1996
--------- --------- ---------
Operating activities:
Net income (loss) $ 581,503 $(2,467,917) $1,666,568
Adjustments to reconcile
net income (loss) to net cash
provided by operating activities
from continuing operations:
Depreciation and amortization 1,014,571 1,063,392 939,138
Provision for losses on
accounts receivable 118,534 63,139 66,735
Loss on writedown from
notes receivable 28,992 447,995 -
Deferred income taxes (95,618) (451,500) 308,676
401(k) contributions 62,306 86,543 82,719
Receipt of stock for services (378,000) - -
Loss from discontinued
operations - 1,536,047 1,031,761
Gain from sale of
discontinued operations - - (2,275,172)
Other, net 15,761 94,241 (779)
Changes in operating assets,
net of acquisitions
Accounts receivable 72,440 361,444 (535,924)
Prepaid expenses and
other assets (411,922) (233,337) 6,447
Income taxes 63,217 (424,845) 618,845
Accounts payable (110,755) 254,514 (53,786)
Accrued expenses (680,563) 557,813 (288,040)
Unearned tuition income 125,659 (343,064) (15,353)
--------- --------- --------
Net cash provided by operating
activities of
continuing operations 406,125 544,465 1,551,835
--------- --------- --------
Investing activities:
Capital expenditures (213,740) (130,497) (441,826)
--------- --------- --------
Net cash used in investing
activities of continuing
operations (213,740) (130,497) (441,826)
--------- --------- --------
Financing activities:
Principal payments on long
term debt (549,387) (2,439,469) (2,406,748)
Proceeds from notes payable
and long term debt - - 291,276
Proceeds from revolving
credit facility - - 425,000
Repayment of revolving
credit facility - - (770,000)
Proceeds from payments on
notes receivable 348,340 827,282 519,689
Proceeds from issuance of
common stock, net - 544,282 1,489,153
Proceeds from issuance of
preferred stock, net - 766,000 -
Payment of dividends - - (7,376)
Purchase of treasury shares - - (13,000)
Proceeds from exercise of stock
options and warrants - - 11,150
--------- -------- --------
Net cash provided by/(used in)
financing activities from
continuing operations (201,047) (301,905) (460,856)
--------- --------- --------
Cash used in discontinued
operations - (254,889) (1,662,347)
--------- --------- --------
Net decrease in cash (8,662) (142,826) (1,013,194)
Cash, beginning of year 295,936 438,762 1,451,956
--------- --------- ----------
Cash, end of year $ 287,274 $ 295,936 $ 438,762
========== ========== ==========
Continued, See Accompanying Notes
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended November 30, 1998, 1997 and 1996
Continued
Supplemental schedule of noncash investing and financing
activities:
In October, 1998 the Company issued 278,925 shares of
its common stock to the previous shareholders of ATM
Technologies, Inc. to complete the one year earnout payment
as final consideration under the purchase agreement.
In July, 1998 the Company issued 75,700 shares of its
common stock to the two previous owners of ProSoft, LLC to
satisfy a price guarantee associated with the original
purchase of the business.
In June, 1998 the Company issued 35,201 shares of
restricted common stock to its defined contribution plan to
fulfill its matching contribution requirement.
The Company incurred capital lease obligations of
$198,455 in 1998; $219,533 in 1997 and $291,300 in 1996 when
the Company entered into leases for equipment.
In December, 1997 the Company received 600,000 shares
of common stock from an affiliated third party valued at an
estimated market value of $378,000 as compensation for
services rendered in the overview and start-up of their
business.
In November, 1997 the Company received 16,667 shares of
its common stock which was placed in treasury as settlement
of a note receivable, including accrued interest, of
$146,801. The Company recorded a writedown of $95,301 for
the difference between the fair market value of the stock of
$3.09 per share and balance of the note.
During August, 1997 the Company issued 66,667 warrants
to its investment banking firm, exercisable at $2.94 which
expire in 2002 for services as an advisor to the Company.
In July, 1997 the Company received 8,204 shares of its
common stock at fair market value which was placed in
treasury as full settlement of a note receivable of $30,765.
In May, 1997 the Company purchased all of the assets of
ATM Technologies, Inc. of Houston, Texas. In conjunction
with the acquisition, the Company acquired assets with a
fair value of $231,000, less liabilities assumed of $38,000
in exchange for 152,381 shares of Canterbury restricted
common stock.
During March, 1997 the Company issued 35,178 shares of
restricted common stock to its defined contribution plan to
fulfill its matching contribution requirement.
During March, 1996 the Company issued 13,657 shares of
restricted common stock to its defined contribution plan to
fulfill its matching contribution requirement.
In March, 1996 the Company issued 833 shares to an
unrelated party for services.
Also during March, 1996 the Company allowed a former
officer to exercise 10,000 stock options for a note
receivable.
During July, 1996 the Company issued 8,333 shares of
restricted common stock to the former owners of ProSoft,
L.L.C. for the purchase of the business.
During November, 1996 the Company allowed corporate
counsel to exercise 16,667 stock options for a note
receivable. At November 30, 1996 the total notes receivable
plus accrued interest for corporate officers and certain
consultants totaled $494,500. The notes are collateralized
by the common stock of the Company. Interest rates range
from 6% to 7%.
During November, 1996 the Company received 50,000
shares of its common stock from a shareholder as partial
settlement of its lawsuit with him. These shares are
included in treasury stock at the then current market price.
The taxes paid for fiscal 1998, 1997 and 1996 were as
follows: $32,400, $40,600 and $132,000 respectively.
Interest paid during fiscal 1998, 1997 and 1996 were as
follows: $394,925, $490,552 and $682,251 respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
November 30, 1998
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.
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. This 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. Acquisitions
On May 5, 1997, the Company acquired all of the assets
of ATM Technologies, Inc. (ATM) of Houston, Texas for
$500,000 of Canterbury restricted common stock and the
opportunity to earn an additional $840,000 in Canterbury
restricted common stock after the first year based on
achievement of certain pretax earnings levels. Based on the
market price of Canterbury stock as of the purchase date,
152,381 shares were issued to the previous owners of ATM.
The Company recorded goodwill in the amount of $413,000
related to the acquisition. On April 30, 1998, the Company
achieved the minimal level of pre-tax income under the
purchase agreement and as a result issued an additional
278,924 shares to the former shareholders of ATM and
recorded additional goodwill of approximately $436,000.
On July 1, 1996, the Company acquired the business of
ProSoft, L.L.C. (PS) of Charlotte, North Carolina for 8,333
shares of Canterbury restricted common stock and the
opportunity to earn additional restricted common shares over
the next three years based on various levels of increasing
profitability. The 8,333 shares issued at closing were
guaranteed by Canterbury to having a market value of at
least $100,000 ($12.00 per share) at the two year
anniversary of the acquisition. During 1998, the Company
issued 75,700 shares to the former owners of PS and recorded
additional goodwill of approximately $59,000 during the
fiscal year ended November 30, 1998.
3. Discontinued Operations
In November, 1997 the Company decided to discontinue
its vocational training segment and closed its last two
vocational schools in New Jersey and Nevada.
On November 30, 1996 the Company sold Landscape
Maintenance Services, Inc. which comprised its business
maintenance services segment. The proceeds of the sale
consisted of both cash and a note receivable totaling
$4,500,000. The note is payable in monthly installments of
$38,962 (including interest at 8%) through November, 2006
with a final installment of $1,960,503 due December 31,
2006. The note is secured by substantially all assets and
business of the buyer. At November 30, 1998, the principal
outstanding on the note was $3,785,000 and is included as a
component of notes receivable on the accompanying balance
sheet.
The results of operations and the gain on the sale of
these segments has been reported as discontinued operations.
The following is a summary of the results of operations
of the Company's discontinued vocational schools and
business maintenance services operations:
Year ended November 30,
1997 1996
---- ----
Revenue $831,048 $15,083,515
Loss from operations net
of tax benefit of $298,224
and $762,417 (1,536,047) $(1,031,761)
Gain on sale, net of tax provision
of $0 and $1,681,649 - 2,275,172
------------ ----------
Net income (loss) $(1,536,047) $1,243,411
=========== ==========
Costs and expenses for these discontinued operations include
$235,000, and $1,298,000 representing allocated costs from
corporate for 1997 and 1996, respectively.
4. Property and Equipment
Property and equipment, which is recorded at cost,
consists of the following:
1998 1997
-------- -----------
Land, buildings and improvements $725,910 $ 725,910
Equipment 3,185,632 2,961,376
Furniture and fixtures 1,287,067 1,107,993
Leased property under capital leases
and leasehold improvement 1,118,495 1,104,289
-------- -----------
6,317,104 5,899,568
Less: Accumulated depreciation (3,993,108) (3,396,291)
-------- -----------
Net property and equipment $ 2,323,996 $ 2,503,277
=========== ===========
Accumulated depreciation of leased property under
capital leases totaled $923,000 in 1998. Depreciation
expense for 1998, 1997, and 1996 was $ 591,000, $568,000,
and $524,000, respectively.
5. Income Taxes
The provision/(benefit) for income taxes for the years
ended November 30, 1998, 1997 and 1996 is as follows:
1998 1997 1996
---- ---- ----
Current:
Federal $ - $ - $ -
State 63,000 - 65,000
----------- ---------- ----------
- - 65,000
Deferred: (63,000) (800,000) 1,167,000
----------- ---------- ----------
$ - $(800,000) $1,232,000
============ ========== ==========
The reconciliation of the expected provision/(benefit) for
the years ended November 30, 1998, 1997 and 1996 is as
follows:
1998 1997 1996
---- ---- ----
Expected tax (benefit)
at statutory rates $197,000 $(1,115,000) $ 985,000
Effect of state taxes (net) 38,000 (117,000) 229,000
Other - - 6,000
Permanent differences 6,000 12,000 12,000
Increase in
valuation allowance - 420,000 -
Benefits of losses not
previously recognized (241,000) - -
---------- ---------- ----------
Total $ - $(800,000) $1,232,000
========== ========== ==========
Significant components of the Company's tax liabilities and
assets as of November 30, 1998 and 1997 are as follows:
November 30,
------------
Deferred tax liabilities: 1998 1997
---- ----
Gain recognized in financial
statements deferred for income
tax purposes $2,118,801 $2,234,000
Tax depreciation in excess of
book depreciation 247,000 272,000
Tax amortization in excess of
book amortization 498,000 389,000
Other 252,000 349,500
---------- ----------
Total deferred tax liabilities $3,115,801 $3,244,500
========== ==========
November 30,
------------
Deferred tax assets: 1998 1997
---- ----
Allowance for doubtful accounts $ 39,000 $1,443,000
Expenses deductible for financial
reporting purposes but deferred for
tax reporting purposes 13,000 275,000
Net operating loss carryover 4,034,919 1,741,000
----------- ---------
Total deferred tax assets 4,086,919 3,265,000
Valuation allowance (1,224,000) (563,000)
---------- --------
Net deferred tax assets $2,862,919 $2,896,000
=========== ==========
At November 30, 1998, the Company had a tax loss carryforward
for federal income tax reporting purposes of $9,582,000 and
$11,534,000 for state income tax purposes. Net operating
losses for federal tax purposes will begin to expire in
2010. Net operating losses for state tax purposes will
expire at various dates through 2005.
6. Long-Term Debt
November 30,
Long-term obligations consist of: 1998 1997
---- ----
Term loan $1,221,000 $1,576,000
Revolving credit line 2,774,620 2,774,620
7% unsecured notes payable, other - 5,057
Capital lease obligations 383,020 373,895
--------- ---------
4,378,640 4,729,572
Less: Current maturities (1,738,565) (872,616)
--------- -----------
$ 2,640,075 $ 3,856,956
========== ==========
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 extenion 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 March 12, 1999.
The Agreement calls for the Company to make additional payments in
1999 totaling $1,015,00 with remaining balance of $2,470,000 due
December 1, 1999. The term debt and 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 $1,525,000 in 1999 and
$2,470,000 in 2000.
The carrying value of the long-term debt approximates its fair value.
7. 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 $238,012
Year ending November 30, 2000 94,592
Year ending November 30, 2001 49,149
Year ending November 30, 2002 and thereafter 44,670
--------
Total minimum lease payments 426,423
Less amount representing interest (43,403)
---------
Present value of long-term obligations
under capital leases $383,020
=========
8. Leases
The Company leases office space for training center
locations and administration purposes under various
noncancelable operating leases at nine different locations.
All of the leases have options to renew. Future minimum
rental payments under the leases are $1,285,000 in 1999;
$1,215,000 in 2000; $1,039,000 in 2001; $977,000 in 2002;
$971,000 in 2003 and $3,388,000 thereafter. Rent expense
for the years ended November 30, 1998, 1997 and 1996 was
$1,051,000, $1,527,000 and $1,263,000, respectively.
9. Commitments and Contingencies
The Company is a defendant to several lawsuits arising
out of its normal business activities. In the opinion of
management, after consulting with counsel, the Company
believes any adverse effect resulting from such actions will
not be material to its results of operations or financial
position.
During fiscal 1997, the Company entered into an amended
employment agreement with the President. The term of the
agreement is five years and provides for a base salary of
$195,000 which began on December 1, 1995 with annual salary
increases of $25,000 in the second and third years and to
remain at $245,000 for the last two years of the contract.
Also included in the agreement are future incentives based
on Company performance. There is a bonus opportunity of 5%
on the first $500,000 of consolidated income before taxes
and bonus and 3% above $500,000. In conjunction with this
contract, the President agreed to a covenant not to compete
with the Company during his employment and for a period of
one year after his employment with the Company has
terminated. For the year ended November 30, 1996 the
President waived his right to receive any performance bonus
earned and in exchange his contract was extended for one
year through 2001 at the same terms. For the year ended
November 30, 1998, the President waived his rights to receive
any performance bonus earned.
The Company also amended the employment agreement with
its Executive Vice President and Chief Operating Officer
during fiscal 1997. The term of the agreement is five years
and provides for a base salary of $120,000 for fiscal 1997 and
increases of $15,000 per year for the next four years. Also
included in the agreement are future incentives based on the
Company's profitability. A bonus of $30,000 will be earned
if the consolidated income before income taxes and bonus of
the Company exceeds $1,000,000. The bonus opportunity
applies to each of the five years of the contract. For the
year ended November 30, 1996, the Executive Vice President
waived his right to receive any performance bonus earned and
in exchange the contract was extended to 2001 at the same
terms.
10. Defined Contribution Plan
In 1993, the Company established a 401(k) Plan for its
participating employees to supplement their retirement
income. Participation in the plan is open to all employees
who have completed one year of service (twelve consecutive
months). One thousand hours of service is required during
the first year of service. By payroll deduction, employees
can contribute to the Plan from 1% to 15% of their total
gross compensation. The Company matches 50% of the first 8%
of employee salary deferrals. This match is made in
restricted Company common stock based upon the value of the
stock each December 31st. The employee match is completely
discretionary and can be changed by the employer in
subsequent years to be higher or lower. The value of the
employee match expensed in 1998, 1997 and 1996 was:
$62,305, $85,483 and $81,940, respectively.
11. Stock Options and Awards
The Company has two stock option plans, the 1995
Non-Qualified Stock Option Plan covering 548,263 shares of
common stock ("1995 Plan") and the 1987 Non-Qualified Stock
Option Plan covering 162,603 shares of common stock ("1987
Plan"). As of November 30, 1998, the Company had 529,706
shares under the 1995 Plan available for issuance in
connection with the future stock options that may be
granted. The 1987 Plan expired in 1995, therefore no
additional grants may be made, although outstanding awards
may be exercised. Options granted are exercisable
immediately and are issued at market price.
A summary of Canterbury's stock option activity and
related information for the years ended November 30 is as
follows:
1998 1997 1996
---- ---- ----
Number of shares under stock options:
Outstanding at beginning of year 539,538 441,274 359,496
Granted 188,266 192,179 136,514
Exercised - - (40,000)
Canceled (16,940) (93,915) (14,736)
Outstanding and exercisable at
end of year 710,866 539,538 441,274
Weighted average exercise price:
Granted 1.42 2.48 3.46
Exercised - - 1.73
Canceled 10.33 7.07 8.96
Outstanding and exercisable
at end of year 4.25 5.43 7.07
Information with respect to stock options outstanding
and exercisable at November 30, 1998, is as follows:
Options Outstanding and Exercisable
Range of Number Weighted Average Weighted Average
Exercise Price Outstanding Remaining Life Exercise Price
at 11/30/98 in Years
$5.63 - $10.88 215,911 0.76 $8.89
$1.38 - $4.89 494,955 3.60 $2.23
FASB Statement No. 123 requires pro forma disclosure
under the fair value method of net income and income per
share for stock options granted. The fair value for options
was estimated at the date of grant using the Black-Scholes
option pricing model. The Black-Scholes option valuation
model was developed for use in estimating the fair value of
traded options that have no vesting restrictions and are
fully transferable. In addition, option valuation models
require the input of highly subjective assumptions,
including the expected stock price volatility. Because
Canterbury's stock options have characteristics
significantly different from those of traded options, and
because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its stock
options. The fair weighted average value of options granted
in each year and assumptions used in estimating fair value
under the Black-Scholes model are as follows:
1998 1997 1996
---- ---- ----
Estimated fair value of
options granted $59,433 $92,084 $62,255
======= ======= =======
Principal assumptions in
applying the Black-Scholes
valuation model:
Expected life, in years 2.50 2.50 2.50
Risk-free interest rate 4.50% 6.00% 6.00%
Expected volatility .476 .304 .304
Expected dividend yield 0.00% 0.00% 0.00%
For purposes of pro forma disclosures, the estimated
fair value of the options is amortized to expense over the
options' vesting period. Had compensation cost been
determined based upon the fair value of stock options at
grant date consistent with FASB Statement No. 123,
Canterbury's net income and income per share would have been
reduced to the pro forma amounts indicated below (in
thousands, except income per share information):
1998 1997 1996
---- ---- -----
Pro forma net income (loss)
from continuing operations $522,070 $(1,301,795) $353,526
Pro forma income per share
from continuing operations
basic and diluted .09 (.24) .07
12. Stockholders' Equity
In August, 1997, the Company completed a private
placement of 1,000,000 shares of Class D, 8% Convertible
Preferred Stock at a price of $1.00 per share. The
Preferred Stock is convertible into Common Stock of the
Company at a 20% discount from the market price. Imputed
dividends have been accrued in the amount of $250,000 for
the year ended November 30, 1997. The preferred shares were
available for conversion in November, 1997. An investment
banking firm that arranged this private placement received
300,000 warrants as partial consideration. The warrants are
immediately exercisable at $.98 and expire in 2002. None of
the warrants have been exercised. The Preferred Shares
pay a dividend of 8% per annum, payable in its entirety upon
conversion, either in cash or common stock at the Company's
option. During fiscal 1998 all preferred stock and accrued
dividends, were converted into 613,912 shares of
Canterbury common stock.
During 1997, the Company received net proceeds of
$634,782 from private placements of its common stock sold to
investors at prices ranging from $.47 of $1.00 per share.
During 1996, the Company received net proceeds of
$1,468,153 from a private placement of its common stock sold
to investors at prices ranging from $1.41 to $1.50 per
share. Also during the year, all outstanding Class C
Convertible preferred stock was converted into 572,000
shares of Company common stock.
13. Related Party Transactions
In 1993, the Company sold previously charged off
accounts receivable to an unaffiliated third party for
$62,000 in cash and a secured, non-recourse, interest
bearing note of $560,000. In 1997, the third party maker of
the note defaulted and the collateral was not available to
satisfy the unpaid balance. The Company, in its collection
effort, has received as replacement collateral, common stock
in a public company. Certain officers and directors of
Canterbury have an ownership interest in this public company.
These officers and directors became affiliated with the maker of the
note in 1997 as a result of their ownership in the public company
that the note maker offered as collateral. Management wrote down
the note receivable to the expected realizable value of the
collateral at November 30, 1997, and as a result charged
$450,000 as other expenses in continuing operations in
fiscal 1997. During fiscal 1998, the Company closed on the
collateral as full payment for the note receivable. The
Company recognized an additional loss of $29,000 as other
expense in continuing operations based on the estimated
value of collateral upon transfer to the Company.
During fiscal 1998, an additional 600,000 shares to have
been received for services rendered by Canterbury this
public company and $375,000 has been reflected in other
income in the Statement of Operations representing the
estimated fair value of the shares received. See also Note
15 - Securities Available for Sale.
In 1996, the Company paid $120,000 and issued 150,000
stock options with an option price of $1.03 per share to a
related party for legal and consulting fees provided.
During November, 1996 the Company allowed corporate
counsel to exercise 50,000 stock options for a note
receivable. At November 30, 1997 and 1996, the total notes
receivable plus accrued interest for corporate officers,
corporate counsel and certain consultants totaled $342,000
and $494,000, respectively. The notes are collateralized by
the common stock. Interest rates range from 6% to 7%.
During 1997 the Company paid corporate counsel a
$100,000 facilitation fee in connection with the private
placement of the Class D, 8% convertible preferred stock.
14. Advertising
The Company expenses advertising as incurred. Total
advertising expenses included in the results of operations
were $511,000, $373,000 and $425,000 for 1998, 1997 and
1996, respectively.
15. Securities Available for Sale
At 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 November 30, 1998 at $317,250 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 $143,757 at November 30,1998. The
Company did not sell any available for sale securities
during 1998. The Company did not maintain any securities
during 1997.
16. 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
6. 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.