SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended August 31, 2002 or
[ ] Transition report pursuant to section 13 of 15(d) of the Securities
Exchange Act of 1934 for the transition period from ------------ to
---------------
Commission file number: 0-25104
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
-------------------------------------------
(Exact name of registrant as specified in its charter)
New York 16-0956508
-------- ----------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
50 Battery Place, Suite 7F New York, New York 10280
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(212) 945-2080
--------------
(Registrant's telephone number, including area code)
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.
Yes X No
----- -------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of August 31, 2002, the
registrant has 4,980,020 shares of common stock, par value $.01 per share,
outstanding.
CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements
--------------------
Consolidated Balance Sheets - August 31, 2002 (unaudited)
and May 31, 2002 3
Consolidated Statements of Operations - Three Months Ended
August 31, 2002 and 2001 (unaudited) 4
Consolidated Statements of Cash Flows - Three Months Ended
August 31, 2002 and 2001 (unaudited) 5
Notes to Consolidated Financial Statements 6-9
Item 2. Management's Discussion and Analysis of Financial Condition
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and Results of Operations 10-11
-------------------------
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
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Item 4. Controls and Procedures 11-12
-----------------------
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
-----------------
Item 4. Submission of Matters to a Vote of Security Holders 13
---------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K 13-14
--------------------------------
SIGNATURES 15
CERTIFICATIONS 16
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
CONSOLIDATED BALANCE SHEETS
In Thousands (Except Number of Shares)
- --------------------------------------------------------------------------------
August 31, May 31,
2002 2002
---------- -------
(unaudited)
ASSETS:
Current assets:
Cash and cash equivalents $ 1,248 $ 1,386
Accounts receivable (Note 4) - 33
Notes receivable, net of allowance for doubtful
accounts of $1,000 680 747
Investment in mortgage participation notes 197 197
Other current assets 125 208
-------- --------
Total current assets 2,250 2,571
-------- --------
Property, plant and equipment, net (Note 6 and 8) 28 37
-------- --------
Other assets:
Notes receivable, net of current portion 435 577
Real estate held for sale, net (Note 5) 345 337
Other 4 -
-------- --------
Total other assets 784 914
-------- --------
Total assets $ 3,062 $ 3,522
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable and other liabilities $ 562 $ 529
-------- --------
Total current liabilities 562 529
-------- --------
Commitment and contingencies (Note 12 and 13)
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value; authorized 20,000,000 shares
issued 7,101,668 shares at May 31, 2002 (Notes 9 and 10) 71 71
Additional paid-in capital 35,233 35,233
Accumulated deficit (30,724) (30,250)
-------- --------
4,580 5,054
Treasury stock, at cost: 2,121,648 shares at August 31,
2002 and 1,935,516 shares at May 31, 2002 (Note 9) (2,080) (2,061)
-------- --------
Total shareholders' equity 2,500 2,993
------- --------
Total liabilities and shareholders' equity $ 3,062 $ 3,522
======== ========
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The accompanying notes are an integral part of these financial statements.
-3-
CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
In Thousands (Except Per Share Information)
- --------------------------------------------------------------------------------
Three Months Ended
August 31,
----------------------
2002 2001
----------------------
REVENUES:
Interest, fees and other income $ 61 $ 75
Equipment rentals - 8
Income from direct financing leases - 2
-------- --------
61 85
-------- --------
COSTS AND EXPENSES:
Depreciation of rental equipment - 5
Other operating expenses 3 59
Research and development - 852
Selling, general and administrative
expenses 532 430
-------- --------
535 1,346
-------- --------
Net loss $ (474) $(1,261)
======== ========
Basic and diluted net loss per share $ (0.09) $ (0.21)
======== ========
Weighted average number of shares
of common stock outstanding 5,164 5,874
======== ========
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The accompanying notes are an integral part of these financial statements.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
In Thousands
- --------------------------------------------------------------------------------
For the Three Months Ended
August 31,
--------------------------
2002 2001
---------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (474) $(1,261)
---------- --------
Adjustments to reconcile net loss from continuing
operations to net cash provided by (used in)
operating activities:
Depreciation and amortization expense 9 28
Effect on cash flows of changes in:
Accounts receivable, net 33 (4)
Notes receivable 201 184
Other assets 79 92
Accounts payable and other liabilities 33 (99)
---------- --------
335 201
---------- --------
Net cash used in continuing operations (119) (1,060)
Net cash provided by discontinued operations - 2,784
---------- --------
Net cash provided by (used in) operating activities (119) 1,724
---------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - (4)
Proceeds from investment in mortgage
participation notes - 4
---------- --------
Net cash provided by investing activities - -
---------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (19) (26)
---------- --------
Net cash used in financing activities (19) (26)
---------- --------
Net increase (decrease) in cash and
cash equivalents (138) 1,698
CASH AND CASH EQUIVALENTS:
Beginning of period 1,386 1,545
---------- --------
End of period $ 1,248 $ 3,243
========== ========
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements of Continental
Information Systems Corporation ("Company") have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and in accordance with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended August 31, 2002 are not necessarily
indicative of the results that may be expected for the year ending May 31, 2003.
These statements should be read in conjunction with the audited consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended May 31, 2002.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. However, the Company has ceased daily
operations and has ceased additional funding of T1Xpert, has sustained
substantial operating losses and has used substantial amounts of working capital
in its operations. These conditions raise substantial doubt about its ability to
continue as a going concern. In view of these matters, realization of the assets
of the Company is dependent upon the Company's ability to meet its financing
requirements and the success of future operations. The financial statements do
not include adjustments relating to the recoverability and classification of
recorded asset amounts and classification of liabilities that might be necessary
should the Company be unable to continue in existence.
2. T1Xpert Corp.
-------------
In August 1999, the Company changed its focus to the development and
commercialization of a Web-enabled electronic securities processing software
platform using proprietary technology. This technology was intended to adapt to
changes in the securities industry including operational changes related to
increased volume, the ability to effect trades through the Internet, Electronic
Crossing Networks, decimalization, expanded trading hours, various rule changes
and the shift from settling trades in three days to settling trades in one day.
This latter shift is commonly referred to as "T+1." The subsidiary that was
formed to engage in this line of business is T1Xpert Corp. ("T1Xpert").
T1Xpert had begun developing a suite of middle and back office brokerage
products and solutions. The products and solutions were designed to serve as a
software platform for risk reduction for the next generation of real time
systems and in preparation for T+1. T1Xpert expended approximately $6.2 million
from its inception in August 1999 through May 31, 2002.
Prior to September 11, 2001, T1Xpert had begun work on a software development
project for a global investment bank, at the bank's premises (where T1Xpert
maintained a satellite office) located in the immediate vicinity of the World
Trade Center. This project was canceled as a result of the terrorist attacks of
September 11, 2001 against the United States of America.
As previously reported on December 27, 2001, the Company ceased active
operations and additional funding of product development at T1Xpert for several
reasons. The Company's contract with the global investment bank was delayed and
subsequently cancelled due to the events of September 11th. Despite this,
T1Xpert intended to continue product development and seek a replacement
investment banking customer. However, the ability of the Company to obtain
necessary financing during the economic environment post-September 11, 2001 was
greatly hampered. The Company made claims under its existing policies of
insurance for compensation in order to continue operations. Efforts to date to
collect under the Company's insurance policies have been unsuccessful. The
Company continues to pursue its claims under its insurance policies and has
filed a lawsuit against its insurer. No assurance can be given that such efforts
will be successful.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company is seeking other strategic opportunities going forward to maximize
shareholder value after the suspension of active operations of T1Xpert. Such
opportunities may include, but are not limited to, a business combination with
another entity. Under the terms of any such opportunity, current shareholders
may suffer substantial dilution of their interests. There can also be no
assurance that the Company will be successful in its efforts to find such
strategic opportunities or, if it does, that any such new business combination
will be successful.
Risks and Uncertainties
- -----------------------
The Company is now considering various strategic alternatives without the use of
additional Company funds to continue T1Xpert's product development. These
alternatives include the sale of T1Xpert or finding a strategic partner to
undertake commercialization of T1Xpert's products. Although the product still
needs further development, the original development team has been disbanded,
thus there is no client currently scheduled to use the product. Therefore, a
sale would likely be of limited value. Potential strategic partners would
ideally need to have the ability to continue development and would most likely
require that a client be found for the product before being willing to invest.
To date T1Xpert has not found a client willing to be a beta client on terms
favorable to T1Xpert. T1Xpert is further hampered in its marketing efforts as a
result of its cessation of activities and lack of marketing personnel. If
T1Xpert is successful in finding a strategic partner, it will likely result in a
substantial dilution of the Company's interest in T1Xpert. While the Company has
been pursuing these alternatives, to date it has been unsuccessful. There can be
no assurance that the Company will be successful in any of its efforts, in which
case no value is likely to be realized from its T1Xpert subsidiary.
The Company is seeking other strategic opportunities going forward to maximize
shareholder value after the cessation of operations of T1Xpert. Such
opportunities may include, but are not limited to, a business combination with
another entity. Under the terms of any such opportunity, current shareholders
may suffer substantial dilution of their interests. There can also be no
assurance that the Company will be successful in its efforts to find such
strategic opportunities or, if it does, that any such new business combination
will be successful.
3. Net Income (Loss) Per Share
---------------------------
Earnings (loss) per share are calculated in accordance with Financial Accounting
Standard No. 128 (SFAS 128), Earnings per Share, which specifies standards for
computing and disclosing net income or loss per share. Basic and diluted net
loss per share for the three months ended August 31, 2002 and 2001, was computed
based on the weighted average number of shares of common stock outstanding
during the periods. As of August 31, 2002, the Company had issued and
outstanding options to purchase 66,477 shares of common stock (see Note 7). The
effect of these options is anti-dilutive in the computation of diluted net loss
per share.
4. Estimates
---------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. Actual results could differ from those estimates.
5. Concentration of Credit Risk
----------------------------
Financial instruments which potentially subject the Company to credit risk
consist principally of cash with financial institutions and notes receivable.
The Company maintains cash deposits with major banks and financial institutions
which may exceed federally insured limits. The Company periodically assesses the
financial condition of the institutions and believes the risk of any loss is
minimal. At August 31, 2002, cash in excess of FDIC limits amounted to
approximately $1.1 million.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Of the Company's notes receivable balance of $1.12 million, $987,000 is owed by
one customer in the aviation business. Thus, the Company is directly affected by
the financial condition of this company and the airline industry in general. The
credit risk associated with this customer is somewhat mitigated by the note
being collateralized; however, a substantial portion of such collateral is
outside the United States, thereby creating potential difficulties of recovery
of collateral in case of default. The value of the collateral is estimated to be
below the carrying value of the note.
6. Reclassifications
-----------------
Certain prior period balances in the financial statements have been reclassified
to conform to the current period financial statement presentation.
7. Stock Option Plan
-----------------
In 1995, the Board of Directors adopted and the stockholders approved the
Continental Information Systems Corporation 1995 Stock Compensation Plan (the
"1995 Plan"). The 1995 Plan provides for the issuance of options covering up to
1,000,000 shares of common stock and stock grants of up to 500,000 shares of
common stock to non-employee directors of the Company and, at the discretion of
the Board of Directors, employees of and independent contractors and consultants
to the Company.
In 2000, the Board of Directors of T1Xpert adopted the T1Xpert Corp. Stock
Compensation Plan (the "T1X 2000 Plan"). The T1X 2000 Plan provides for the
issuance of stock options covering up to 2,000,000 shares of common stock to
employees and advisory board members of T1Xpert. Options granted typically do
not become exercisable until at least one year from the date of commencement of
employment and vest ratably over periods of time as provided at the discretion
of the Board of T1Xpert. Option grants expire ten years from date of grant, or
upon termination of the employee's employment with T1Xpert.
As of May 31, 2002 stock option grants representing 1,642,500 shares had been
issued to employees at an option price of $.0675 per share under the T1X 2000
Plan. The T1X 2000 Plan is immaterial to the earnings of the Company. During the
year ended May 31, 2002, 1,142,500 options were forfeited/expired with a
weighted average exercise price of $.0675 per share. During the period ended
August 31, 2002, the remaining outstanding 500,000 options were forfeited/
expired with a weighted average exercise price of $.0675.
A summary of the status of the 1995 Plan as of August 31, 2002:
Weighted
Average
Exercise
Number of Price Per
Options Option
--------- ---------
Outstanding at
May 31, 2002 (154,950
exercisable) 154,950 $ 2.02
Granted $ -
Exercised $ -
Forfeited/expired 88,473 $ 2.17
-------
Outstanding at
August 31, 2002 (66,477
exercisable) 66,477 $ 1.81
=======
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. Discontinued Operations
-----------------------
On July 14, 2000, the Company announced that it was offering for sale its
commercial aircraft engine portfolio by competitive bid, that upon completion of
the sale it would be exiting the aviation business, and that it would account
for and report the Air Group Business as a discontinued operation. As of August
31, 2001, the majority of the assets and liabilities relating to the Air Group
Business have been sold or settled.
-9-
CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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Item 2. Management's Discussion and Analysis of Financial Condition and
----------------------------------------------------------------
Results of Operations
---------------------
Introduction
------------
The following discussion and analysis of the financial condition and results of
operations of the Company should be read in conjunction with the consolidated
financial statements and the notes thereto for the fiscal year ended May 31,
2002, appearing in the Company's annual report on Form 10-K.
All statements contained herein that are not historical facts, including but not
limited to statements regarding anticipated future capital requirements and the
Company's future business plans, are based on current expectations. These
statements are forward looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially. Among the factors that
could cause actual results to differ materially are those set forth below and
the other risk factors described from time to time in the Company's reports
filed with the SEC. The Company wishes to caution readers not to place undue
reliance on any such forward looking statements, which statements are made
pursuant to the Private Securities Litigation Reform Act of 1995 and, as such,
speak only as of the date made.
Results of Operations
---------------------
Comparison of the Three Months Ended August 31, 2002 and 2001
- -------------------------------------------------------------
Revenues
- --------
For the three months ended August 31, 2002, total revenues decreased to $61,000
from $85,000 for the comparable fiscal quarter in 2001. Interest, fees and other
income decreased to $61,000 for the three months ended August 31, 2002 from
$75,000 for the comparable fiscal quarter in 2001. The decrease is the result of
lower notes receivable and lower average cash balances during the period.
There were no equipment rentals, nor income from direct financing leases, for
the three months ended August 31, 2002 compared to $10,000 for the comparable
fiscal quarter in 2001. The decrease is primarily attributable to the sale of
the balance of the lease portfolio during the fiscal year 2002.
Costs and Expenses
- ------------------
Costs and expenses decreased to $535,000 for the three months ended August 31,
2002 from $1,346,000 for the comparable fiscal quarter in 2001. The decrease is
primarily due to the cessation of operations at T1Xpert resulting in no material
research and development expenses being incurred by T1Xpert in the three-month
period ended August 31, 2002.
Depreciation of rental equipment decreased to $-0- for the three months ended
August 31, 2002 from $5,000 for the comparable fiscal quarter in 2001. This
decrease is due to the sale of the balance of the lease portfolio in 2002.
Selling, general and administrative expenses increased to $532,000 for the three
months ended August 31, 2002 from $430,000 for the comparable fiscal quarter in
2001. This increase during the three months ended August 31, 2002 was
principally due to costs associated with restructuring the Company's operations
and provisions for state franchise tax liabilities in the amount of $100,000.
Management expects that general and administrative costs (including legal and
accounting) will not be reduced in future periods because costs relating to the
Company's prior operations and its continuance as a publicly traded and
reporting company will continue to be incurred by the Company.
Income Taxes
- ------------
For the three-month period ended August 31, 2002, provision for deferred income
tax benefit on income from continuing operations was not recorded, because, in
management's opinion, the realizability of the deferred tax asset was uncertain
in light of the Company's actual operating results since reorganization.
-10-
CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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Liquidity And Capital Resources
-------------------------------
Net cash used in operations for the three months ended August 31, 2002 was
$119,000 compared to cash provided by operations of $1,724,000 for the
comparable period in 2001; net cash used in continuing operations for the three
months ended August 31, 2002 was $119,000 compared to net cash used in
continuing operations in the amount of $1,060,000 for the comparable period in
2001. Less cash was used for operations in the current period due to the
discontinuance of the funding of T1Xpert operations in fiscal 2002. There was no
net cash provided by discontinued operations for the three months ended August
31, 2002, compared to $2,784,000 net cash provided by discontinued operations
for the three months ended August 31, 2001. The cash provided by discontinued
operations was primarily due to the sale of assets from the discontinued
operations.
As of August 31, 2002, the Company had $1.2 million in cash and cash
equivalents, as compared to $1.4 million at May 31, 2002. The decrease is
principally due to the use of cash for operations.
As of August 31, 2002, approximately 2,122,000 shares of stock had been
repurchased by the Company at an aggregate cost of approximately $2,080,000.
On August 26, 2002, the Board of Directors authorized the expenditure of funds
to repurchase up to 20% or 1,033,230 shares of the outstanding shares of its
common stock.
The Company believes it has sufficient cash on hand to meet current anticipated
administrative needs until various claims against the Company can be resolved.
There can be no assurance that the Company's estimate as to the validity and
valuation of the claims against the Company is accurate, in which case the
Company may be unable to meet claims against it. This may result in the Company
needing to sell off assets at distressed prices or liens filed against the
Company also resulting in distressed asset sales or the Company seeking
bankruptcy protection. Any such distressed asset sales may further diminish the
Company's ability to meet its obligations.
The Company does not have sufficient funds on hand to develop its T1Xpert
products without the aid of a strategic alternative that will bring necessary
funding to complete product development and marketing such strategic alternative
may severely dilute the Company's interest in T1Xpert.
The Company does not anticipate entering into financing arrangements with
financial institutions which would involve collateralizing and/or leveraging the
Company's assets.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
There have been no significant changes in our exposure to market risk from the
information provided in Item 7A - Quantitative and Qualitative Disclosures
About Market Risk on our Form 10-K filed with the Securities and Exchange
Commission (the "SEC") on August 28, 2002.
Item 4. Controls and Procedures
-----------------------
(a) Evaluation of disclosure controls and procedures.
Within the 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to the Securities Exchange Act of
1934.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings.
(b) Changes in internal control.
Not applicable.
-12-
CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company incorporates by reference prior legal matters reported in the
Company's Form 10-K for the fiscal year ended May 31, 2002.
The claim referenced in the Company's May 31, 2002 Form 10-K asserted by the
Skytrek bankruptcy trustee against the Company has been tentatively settled by
the parties with CIS Air Corporation agreeing to return $17,500 of the deposit
received from Skytrek to the trustee. This claim is subject to final
documentation and bankruptcy court approval.
On July 30, 2002, the Company filed suit in the United States District Court for
the Southern District of New York against four stockholders of the Company and
another party alleging that these parties formed an undisclosed group and
wrongfully used material, non-public information concerning the Company in
violation of applicable federal securities laws and state statutes. The Company
settled with one of these stockholders who has, as part of the settlement, sold
his shares in the Company back to the Company at a discount from the market
price. This stockholder also agreed to, among other things, not acquire any
additional shares in the Company. The Company intends to vigorously prosecute
this action against the two remaining shareholder defendants.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Company held its Annual Meeting (the "Meeting") on October 14, 2002. The
purpose of the Meeting was to vote on the following proposals:
1. The election of one director to the Board of Directors; and
2. The ratification of the appointment of Lazar Levine & Felix LLP as the
Company's independent accountants for the fiscal year ending
May 31, 2003.
With respect to Proposal 1, the director was elected at the Meeting. In
addition, Proposal 2 was approved at the Meeting. The voting results for the
proposals were as follows:
Proposal 1: Jonah M. Meer For: 3,344,495
Withheld: 172,763
Proposal 2: For: 3,353,464
Against: 86,989
Abstain: 76,805
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
Exhibit No.
3.1* Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1
to the Company's Form 10-Q for the quarter ended November 30, 1997 and
incorporated herein by reference).
3.2** Restated Bylaws as amended through August 26, 2002 (filed as Exhibit
3.2 to the Company's Form 10-K for the fiscal year ended May 31, 2002
and incorporated herein by reference).
10.1** 1995 Stock Compensation Plan (filed as Exhibit 10.1 to the Company's
Form 10-Q for the quarter ended August 31, 1995 and incorporated herein
by reference).
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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10.2** Advisory Agreement for Real Estate Related Investments between
Continental Information Systems Corporation and Emmes Investment
Management Co. LLC dated June 30, 1997 (filed as Exhibit 10.13 to the
Company's Form 10-K for the fiscal year ended May 31, 1997 and
incorporated herein by reference).
10.3** Employment Agreement between the Company and Jonah M. Meer dated June
30, 2002 (filed as Exhibit 10.3 to the Company's Form 10-K for the
fiscal year ended May 31, 2002 and incorporated herein by reference).
10.4** Separation and Consulting Agreement between the Company and Michael L.
Rosen dated June 30, 2002 (filed as Exhibit 10.4 to the Company's Form
10-K for the fiscal year ended May 31, 2002 and incorporated herein by
reference).
21 Subsidiaries of the Registrant
CIS Corporation, a Delaware corporation.
CIS Air Corporation, a Delaware corporation.
T1Xpert Corp., a Delaware corporation.
* Filed as an exhibit to the Company's amended Form 10 Registration
Statement (Commission File No. 0-25104), originally filed November 10,
1994 and incorporated herein by reference.
** Incorporated by reference.
99. Reports on Form 8-K - The Company did not file any Forms 8-K during the
-------------------
quarter ended August 31, 2002.
99.1 Certification of Chief Executive and Financial Officer Pursuant to 18
U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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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.
CONTINENTAL INFORMATION SYSTEMS CORPORATION
Date: October 15, 2002 By: /s/ Jonah M. Meer
-------------------------------------
Name: Jonah M. Meer
Titles: Chief Executive Officer, Chief
Financial Officer, Chief Operating
Officer and Director
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
AND ITS SUBSIDIARIES
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CERTIFICATIONS
I, JONAH M. MEER, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CONTINENTAL
INFORMATION SYSTEMS CORPORATION.
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: October 15, 2002
By: /s/ Jonah M. Meer
-------------------------------------
Name: Jonah M. Meer
Titles: Chief Executive Officer, Chief
Financial Officer, Chief Operating
Officer and Director
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