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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-22636
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CANMAX INC.
(Exact name of Registrant as specified in its Charter)
WYOMING 75-2461665
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
150 W. CARPENTER FRWY., IRVING, TEXAS 75039
(Address of principal executive offices and zip code)
(972) 541-1600
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, without par value
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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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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
Form 10-K. / /
As of February 10, 1998, 8,111,005 shares of common stock of Canmax Inc.
were outstanding and the aggregate market value of such common stock held by
nonaffiliates (based on the last reported close of the common stock on the
Nasdaq SmallCap Market tier of The Nasdaq Stock Market on such date), was
$7,942,367.
Part III of this Annual Report incorporates by reference information in the
Proxy Statement for the Annual Meeting of Stockholders of Canmax Inc.
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PART I
ITEM 1. BUSINESS
THE COMPANY
Canmax Inc. ("Canmax") was incorporated on July 10, 1986 under the Company
Act of the Province of British Columbia, Canada, and subsequently changed its
name to "International Retail Systems Inc." On August 7, 1992, Canmax renounced
its original province of incorporation and elected to continue its domicile
under the laws of the State of Wyoming, and on November 30, 1994 its name was
changed to "Canmax Inc." Canmax was listed on the Nasdaq SmallCap Market tier of
The Nasdaq Stock Market on February 10, 1994, and trades under the symbol
"CNMX."
Canmax's principal executive offices are located at 150 West Carpenter
Freeway, Irving, Texas 75039, and its telephone number is (972) 541-1600.
SOFTWARE BUSINESS
Canmax, through its wholly owned subsidiary Canmax Retail Systems, Inc.,
develops and provides enterprise wide technology solutions to the convenience
store and retail petroleum industries. Canmax offers fully integrated retail
automation solutions, including its principle product "C-Serve," which includes
point of sale ("POS") systems, credit/debit network authorization systems, pump
control systems, and other back office management systems, and "Vista," its
headquarters-based management system. Canmax's products and services enable
retailers and operators to interact electronically with customers, capture data
at the point of sale, manage site operations and logistics and communicate
electronically with their sites, vendors and credit/debit networks. Canmax also
provides (a) software development, customization and enhancements, (b) systems
integration, installation and training services, and (c) 24 hour a day, 365 day
per year help desk services. These additional services enable Canmax to tailor
the solutions to each customer's specifications and provide successful system
implementation, installation, training and after sales support.
Canmax's objective is to be a leading provider of enterprise wide technology
solutions to the convenience store and retail petroleum market. In October, 1997
Canmax completed an enhanced version of its C-Serve product to run on the
Windows NT operating system in conjunction with a development project with NCR
Corporation ("NCR") and The Southland Corporation ("Southland"). Canmax
continues to develop a generic version of its C-Serve software that runs under
the Microsoft Windows family of operating systems. This product is expected to
be completed during the first calendar quarter of 1998. As of October 31, 1997,
Canmax's products have been installed in over 5,900 locations. Canmax's
customers include Southland, ARCO and the Army and Air Force Exchange.
TELECOMMUNICATIONS BUSINESS
GENERAL. On January 30, 1998, Canmax acquired USCommunication Services,
Inc. ("USC") through a private stock transaction which will be accounted for
under the purchase method. USC's shareholders received an aggregate of 1.5
million shares of Canmax common stock and warrants to acquire 2.5 million shares
of Canmax common stock with exercise prices of $1.25 and $2.00 per share. See
Notes to the Consolidated Financial Statements regarding subsequent events.
USC provides a number of telecommunication and internet products and
services to its customers, most of which are in the transportation industry.
USC's products and services include prepaid calling cards, one plus long
distance services, public internet access kiosks, pay telephones, and pallet
exchange services.
USC primarily markets its products and services to individuals and
businesses in the transportation industry through national and regional
truckstops and trucking fleets. Currently, USC's products are sold
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or are contracted to sell at selected locations throughout the U.S., such as
locations operated by Pilot Travel Centers, Petro Stopping Centers, and All
American Travel Centers. USC also markets its services directly through prepaid
calling card recharge sales and, in the future, anticipates marketing its
products and services through internet advertising.
INTEGRATION RISKS. The consummation of the USC acquisition is expected to
result in a significant growth of Canmax's operations. To manage this growth
effectively, Canmax will be required to improve its operating and financial
systems. There can be no assurances that the management and systems currently in
place or any steps taken to improve such management and systems will be adequate
in the future.
Achieving the benefits that Canmax believes will result from the USC
acquisition will depend in part upon the integration of the businesses of Canmax
and USC in an efficient and effective manner, and there can be no assurance that
this will occur. The transition to a combined company will require substantial
attention from management, particularly with regard to the allocation of capital
resources. The process of combining the two organizations may cause the
interruption of, or the disruption in, the activities of either or both the
companies' businesses, which could have an adverse effect on their combined
operations.
REGULATORY ENVIRONMENT. Businesses offering prepaid calling cards and "one
plus" long distance services are subject to federal and state governmental
regulations applicable to providers of long distance telephone services. At the
federal level, the industry is regulated by the Federal Communications
Commission (the "FCC"), while at the state level, telecommunication service
providers are subject to regulation by various state agencies. Federal
regulations require that long distance telephone service providers maintain both
domestic interstate and international tariffs that contain the then effective
rates, terms and conditions of service. Intrastate long distance
telecommunication service providers and pay telephone operators are also subject
to various state regulations, which typically require prior state certification,
notification and/or registration and tariff approval. Generally, companies
offering such services must obtain and maintain certificates of public
convenience and necessity from state regulatory authorities in each state which
they offer service and file tariffs and obtain tariff approval prior to
providing intrastate telecommunication and pay phone services. USC is in the
process of applying for its state and federal regulatory approvals, but has not
obtained any such approvals to date. USC is unable to predict whether it will
receive all necessary federal and state approvals, although USC anticipates
expending at least $75,000 in fees and expenses in seeking such approvals in the
21 states in which it currently operates. USC may be subject to fines or other
penalties for failing to obtain state approvals prior to commencing operations
in a state, which penalties may require the refund of all amounts received by
USC from intrastate traffic in states where prior state approvals were not
obtained. The imposition of any such fines or the inability of USC to obtain
such federal and state approvals would have a material adverse impact on the
business operations of USC.
On February 8, 1996, President Clinton signed into law the
Telecommunications Act of 1996 (the "Telecommunications Act"), which granted the
FCC the authority to deregulate certain aspects of the telecommunications
industry. This legislation is anticipated to result in increased competition in
the telecommunications industry from substantially larger regulated entities
(such as Regional Bell Operating Companies) that may compete with USC. Section
276 of the Telecommunications Act required the FCC to promulgate rules to
establish a per call compensation plan to ensure that all pay telephone
providers are fairly compensated for each completed intrastate and interstate
pay telephone initiated call, including calls for which pay telephone providers
had not previously received compensation (such as operator assisted and prepaid
calling card calls placed to toll free numbers or calls placed through network
access codes). In September 1996, the FCC promulgated rules to implement Section
276 of the Telecommunications Act which established a three-phase compensation
plan for pay telephone providers. Under the first phase, interexchange carriers
with annual toll revenues of more than $100 million were required to pay a total
of $45.85 per pay telephone per month for all toll free and access code calls
for the first year, commensurate with their portion of total interexchange
revenues. All switch-based and facilities-based interexchange carriers were
required to pay $0.35 per call to each pay telephone provider during the second
year
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(although payments could subsequently be recovered from resellers by the
carriers), after which per call compensation rates were to be left based upon
market-driven rates to be negotiated between pay telephone providers and
interexchange carriers. On July 1, 1997, the D.C. Circuit Court of Appeals
vacated a significant portion of the FCC's rules, including the $0.35 per call
rate which was found to be arbitrary and capricious, and remanded the matter to
the FCC for reconsideration. In September 1997, the FCC established a two (2)
year "default" compensation rate of $0.284 per pay telephone originated toll
free or access code call. At the end of the two (2) year interim period, the per
call pay telephone compensation rate will be the deregulated market-based local
coin rate less $0.066. This amount is payable by all "switch-based"
interexchange carriers (but again, may be passed through to the non-facilities
based resellers). The revised FCC rules became effective on October 7, 1997, but
continue to be subject to regulatory and legal challenges. USC is unable to
predict whether this regulation or other potential changes in the regulatory
environment will have a material adverse effect on USC.
BUSINESS STRATEGY
SOFTWARE BUSINESS
In the United States, there are approximately 200,000 locations which derive
revenues from the operations of convenience stores and/or retail gasoline sites.
Canmax believes that the industry is under automated and under invested in
automation and technology solutions. The National Association of Convenience
Stores (NACS) 1997 State of the Industry Report confirms that the convenience
store environment requires information derived from automation solutions to
compete efficiently and effectively. That study indicates that convenience
stores lag the rest of the retail industry in store automation, citing, for
example, that approximately 24% of all convenience stores utilize scanning
technology, while grocery stores have implemented scanning technology in
approximately 90% of their locations. Canmax believes that the industry is
prepared to increase its investment in automation and technology solutions and
consequently that there will be demand in the marketplace for the Canmax's
products, solutions and services. Canmax considers that international markets
also represent substantial marketing opportunities for its solutions.
Canmax's marketing strategy includes (i) providing solutions based products
and services for the automation and management of convenience stores and
gasoline stations, (ii) maintaining a high level of customer service through its
help desk services and account managers, (iii) seeking strategic partnerships to
provide Canmax visibility to buying audiences worldwide, and (iv) continuing to
invest in product development initiatives.
Canmax identifies potential customers by size and geographic location and
directs its marketing efforts along these segments. In general, Canmax allocates
its sales and marketing efforts to "corporate accounts" with global operations,
"national accounts" with operations primarily in the U.S. and "regional
accounts" with operations on a local or regional basis. Canmax utilizes
concurrent efforts by both sales representatives and account managers in
analyzing, selecting and implementing an automation system.
TELECOMMUNICATIONS BUSINESS
USC intends to be the dominant provider of telecommunications services to
the transportation industry. To implement this strategy, USC has initially
offered prepaid phone cards, one plus long distance services, and internet
access kiosks to its customers within the industry. USC intends to expand its
business by offering additional products and services to the transportation
industry and by targeting other retail markets.
ACQUISITIONS
Canmax continues to review an acquisition strategy within its current
industries and other related markets. Any material acquisitions may result in
significant changes in Canmax's business.
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PRODUCTS AND SERVICES
SOFTWARE BUSINESS
GENERAL. Canmax utilizes a process called "Pathmation" to analyze a
customer's needs, assess a customer's options, and implement the best resources
available to build a path leading a customer to its ultimate goal. The
Pathmation process includes (i) defining business goals, (ii) defining business
processes to support the business goals; (iii) determining technology
requirements to support defined business processes; (iv) developing an
implementation plan that encompasses business processes, technology training and
continuing support; (v) deploying modified business processes, technology and
support infrastructure; and (vi) continuously validating results with business
goals and changes in business practices.
C-SERVE. The Canmax C-Serve software is a comprehensive site-based store
automation software solution that provides, as its key features, debit/credit
card processing, pump control, POS and scanning capabilities, and significant
back office functions. Canmax's solutions are designed to allow retailers to
process transactions, manage pumps and credit/debit card processing and capture
data at the point of sale, as well as manage other front office and back office
operations. The key purpose of the system is to provide the store operator with
information and tools to enable improved store operations and profitability.
C-Serve includes features such as touch screen, PC keyboard or integrated third
party POS terminals which provide user friendly applications and flexible
configurations to accommodate the operational needs and differences of each
site. Further, C-Serve has the capability of supporting communications and data
transfers to and from remote corporate headquarters.
C-Serve was designed exclusively for the retail petroleum and convenience
store marketplace. C-Serve's features include:
- point-of-sale transaction processing, incorporating touch screens, PC POS
keyboards, or integrated POS terminals
- fueling transactions,
- dispenser controls,
- settlement transactions for credit/debit cards,
- shift and day reporting,
- store maintenance,
- file maintenance,
- inventory controls,
- fuel inventory management,
- reporting capabilities,
- accounts receivable controls,
- island payment terminals,
- credit/debit card authorizations,
- communications to or from head office,
- security controls,
- shelf label generation,
- interface to handheld terminals and scanners,
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- time and attendance records, and
- car wash interface.
Presently, C-Serve operates in a DOS/UNIX environment. In October, 1997
Canmax completed an enhanced version of its C-Serve product to run on the
Windows NT operating system in conjunction with a development project with NCR
and Southland. Canmax continues to develop a generic version of its
C-Serve software that runs under the Microsoft Windows family of operating
systems. This product is expected to be completed during the first calendar
quarter of 1998. See "Product Development."
VISTA. The Canmax "Vista" software provides a flexible automation system
that is able to conform to changing business needs. Vista is a decision support,
communications and remote store management system that operates from corporate
headquarters. Through a communications network, Vista provides for the
transmission of data messages from headquarters to the remote store and from the
store to headquarters. Vista's features include fuel and retail pricebook
maintenance, tax book maintenance, vendor pricebook maintenance, and exception
reporting for stores. Other features of Vista include:
- batch or on-line communications
- remote on-line support
- sales analysis from store to store, zone to zone and region to region
- addition of new parameters at any time
- decision support, and
- report writer
OTHER SERVICES AND PRODUCTS. In addition to revenues generated from the
licensing of C-Serve and Vista software and sale of proprietary communication
boards, revenues are generated from the following other services:
- modification and custom development contracts,
- installation and training services,
- annual maintenance and support services contracts, and
- the provision of third-party software and hardware.
Canmax's products are designed to provide a flexible generic system that can
be easily modified to meet most customer's individual needs and preferences.
Most customers, such as major oil companies, typically require a certain degree
of product customization and the development of unique interfaces to communicate
with their existing proprietary networks and host systems. Canmax typically
charges for customization and development costs. Because Canmax retains
ownership of the source code for such products (which is essential to effect
program changes), Canmax typically realizes service revenues from such products
throughout the duration of a relationship with the customer. However, Canmax
recently licensed the source code for its C-Serve software to Southland, which
may result in decreased revenue from that customer in the future. See "Major
Contracts--Southland Agreements."
To assist retailers and store operators in optimizing their use of Canmax's
software, Canmax also offers consulting, installation, training and help desk
support services. Canmax provides installation and training services at each
installed site, and back-up and technical support services from a central
location. Canmax has developed a proprietary help desk support system known as
"Sites." Sites provides efficient call handling, automatic problem escalation,
and customer reporting 24 hours a day, 7 days a week. Trained support
technicians handle everything from "how do I . . . " questions to dispatching
field service for hardware problems. Support services also include free software
and user guide updates as well as ensuring that technicians respond to all
problems in a timely manner. Sites management reports help identify and
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resolve recurring issues, such as the need for additional training at the store
or potential hardware failures. Sites also supports remote dial in capability to
the Canmax help desk Sites database, which provides customers managing a number
of locations access to data and reporting functions to better manage their
operations.
Canmax does not usually directly sell hardware, such as personal computers
and POS terminals, although it does provide a small amount of related equipment
which may not be readily available from the principal hardware vendor. The
majority of hardware products supplied to customers is provided by hardware
vendors such as NCR, Ultimate Technologies and Compaq Computers. Third party
software and hardware products such as operating systems, local and wide area
network software and modems are also packaged with Canmax's software and
firmware products and sold in accordance with distribution agreements entered
into with such suppliers.
MAJOR CONTRACTS.
Southland Agreements. In December, 1993, Canmax signed a five year agreement
with Southland to provide software licenses, development services, and provide
hardware and help desk services (the "Master Agreement"). Southland chose
Canmax's proprietary convenience store automation software, C-Serve, as the
basis for its automation of store functions and operations at its corporate and
franchise operated 7-Eleven convenience stores in the United States. Software
licensing, product and service revenue under this agreement during the fiscal
years ended October 31, 1997, 1996, and 1995 totaled approximately $2,051,000,
$2,581,000 and $3,733,000, respectively, while development revenues recorded
under the Master Agreement during these same periods totaled approximately
$799,000, $1,564,000 and $1,792,000, respectively.
On October 31, 1997, Canmax and Southland entered into Amendment No. 3 to
the Master Agreement (the "Southland Amendment"). Pursuant to the terms of the
Southland Amendment, Canmax allowed Southland to exercise its right as specified
in the Master Agreement to use, possess and modify the source code for the
software developed by Canmax for Southland for a one-time license fee of $1.0
million. Payment of the license fee was due in two installments of $500,000. The
first installment was received in November, 1997 and the second installment was
received in January, 1998. The Southland Amendment also contains Southland's
agreement to purchase from Canmax on or before December 7, 1998, no less than
$4.0 million of hardware, software maintenance, help desk, development and other
services. Although Southland has committed to purchase certain products and
services totaling a minimum of $4.0 million through December 7, 1998 in
accordance with the terms of the Southland Amendment, Southland's use and
possession of the source code could result in a material reduction in
Southland's reliance upon, and payment of fees for development services to,
Canmax. The use by Southland of its own staff or a third-party other than Canmax
to perform such services could have a material adverse effect on Canmax.
From time to time, Canmax may also provide development and other resources
to Southland on an as-needed basis under various agreements at terms specified
in the Master Agreement. Approximately $254,000 of development revenue under
such agreements was recognized by Canmax in fiscal 1997. Such agreements extend
through December, 1998.
In 1995, Canmax contracted with NCR to successfully bid for two additional
contracts with Southland relating to business requirements definition and the
development of a preliminary non scanning point of sale system. These projects
resulted in revenues to Canmax of approximately $2,165,000 and $1,005,000 in the
fiscal years ended October 31, 1996 and 1995, respectively.
During fiscal 1996, Canmax reached an agreement with NCR to develop for
Southland a next generation Windows NT based version of the Canmax C-Serve
convenience store software for $9.5 million. NCR was chosen by Southland to
provide project management and other professional services for the project.
Modifications to project requirements increased total project revenues from $9.5
million to
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$11.5 million. Approximately $7,560,000 and $3,920,000 of development revenues
under such agreement was recognized by Canmax in fiscal 1997 and 1996,
respectively.
Canmax is in discussions with Southland regarding the renegotiation of its
contract with Southland, but no definitive agreement has been reached to date.
While Canmax anticipates that it will successfully negotiate future agreements
with Southland, there can be no assurances either that Canmax will continue to
provide services to or receive revenue from Southland after the expiration of
the existing contracts in December, 1998 or, if Canmax enters into new
agreements with Southland extending beyond December, 1998, the amount of
revenues Canmax will receive thereunder. Any termination or significant
disruption of Canmax's relationships with Southland could have a material
adverse effect on Canmax's business, financial condition and results of
operations.
EDS Agreements. On April 29, 1997, Electronic Data Systems ("EDS") exercised
its option to acquire up to 25% of Canmax's Common Stock, resulting in Canmax
issuing an additional 1,598,136 shares. Canmax accounted for this transaction by
reclassifying the amount associated with the option to common stock. EDS then
immediately sold its total interest in Canmax, representing 1,863,364 shares, in
a private transaction to two Texas-based institutional investors. In conjunction
with this transaction, Canmax agreed to extend certain registration rights
similar to those held by EDS with regard to such shares to such investors.
Concurrent with EDS's exercise of its option, EDS and Canmax also agreed to
amend a license and grant of rights agreement which specifies rights and
obligations of both parties as to 788 of Canmax's site licenses sold to EDS in
fiscal 1994, and to terminate all other formal agreements between them including
their joint marketing and other supporting business agreements.
Canmax believes that the termination of its relationship with EDS is
beneficial because Canmax will be able to market its products directly (rather
than through EDS) to a much larger customer base within selected target markets.
Additionally, Canmax believes that the termination of the EDS option will
facilitate Canmax's future growth strategies as the dilutive effect of the EDS
option has been eliminated.
CONCENTRATION OF REVENUES; CUSTOMER CONCENTRATION. Canmax's revenues are
currently concentrated in Southland which accounted for approximately 92%, 83%
and 73% of Canmax's total revenue for fiscal years 1997, 1996 and 1995,
respectively. Canmax's revenues derived from its relationship with Southland
include products and services provided directly by Canmax to Southland and
indirectly through NCR to Southland pursuant to NCR's contract with Southland.
During those same periods, EDS accounted for 2%, 7% and 10%, respectively, of
Canmax's revenues for such fiscal years. No other customer accounted for over
10% of Canmax's total revenues. On April 29, 1997, Canmax and EDS agreed to
terminate substantially all of their business arrangements. Canmax does not
anticipate any significant future revenues from EDS.
At October 31, 1997 and 1996, Southland accounted for 95% and 83%,
respectively, of total accounts receivable. Because a significant portion of
Canmax's revenues are derived from its relationship with Southland, the timing
of payments received from Southland will affect the percentage of the current
assets of Canmax classified as either cash (or cash equivalents) or accounts
receivable; however, Canmax does not currently anticipate any significant
problems in collecting the accounts receivable arising from the Southland
relationship beyond any reserves established therefor. If the financial
condition of Southland adversely changes at a time when the receivable owing
from Southland is substantial and Southland becomes unable to pay its debts as
they become due, then the financial condition, working capital resources, and
results of operations of Canmax would be adversely affected.
In October, 1997, Canmax completed its previously announced $9.5 million
development project contract with NCR/Southland, and Canmax's Master Agreement
with Southland expires on December 7, 1998. See "Southland Agreements."
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PRODUCT DEVELOPMENT. Due to the rapid pace of technological change in its
industry, Canmax believes that its future success will depend, in large part, on
its ability to enhance and develop its software products to meet customer needs.
C-Serve is being enhanced to be operating system independent through the use
of sophisticated software tools. Canmax believes that this independence will be
a competitive advantage. Canmax currently provides C-Serve in a UNIX environment
and released a customized Windows NT based version of
C-Serve for Southland in October, 1997. A generic Windows NT based version of
C-Serve is scheduled for release in the first calendar quarter of 1998. Canmax
has also developed Vista (commonly referred to as a "host system") which enables
operators of chains of gas stations/convenience stores to monitor and control
activities at stores. Operators are able to obtain "real time" store level
information (from all stores or any number of selected stores) at headquarters
over communications lines to provide timely information for decision making.
During the fiscal years ended October 31, 1997, 1996 and 1995, Canmax
expensed approximately $615,000, $1,287,000 and $2,401,000, respectively, on
product development activities. Canmax incurred approximately $209,000, $129,000
and $0 during the fiscal years ended October 31, 1997, 1996 and 1995,
respectively, in software development costs, which were capitalized.
TELECOMMUNICATIONS AND OTHER BUSINESSES
PREPAID PHONE CARDS. USC provides convenient, cost-effective
telecommunications products and services to individuals and businesses through
its prepaid phone card (the "USC Card"). The USC Card provides customers with a
single point of access to prepaid telecommunications services at a fixed rate
charge per minute regardless of the time of day or, in the case of domestic
calls, the distance of the call. USC's services currently include domestic
calling, outbound international long distance calling, as well as enhanced
features such as customized greetings, sequential calling, and voice mail. The
USC Card may also be recharged on-line with a major credit card, allowing the
user to add minutes as needed.
USC's revenues originate from (i) USC Card and co-branded phone card sales
primarily through travel centers and truck stops, (ii) payroll deduction
programs for trucking company drivers, (iii) cards sold for promotional
marketing campaigns, (iv) corporate sales to businesses, and (v) recharges of
existing phone cards.
ONE PLUS LONG DISTANCE SERVICE. USC provides one plus long distance
services to individuals and businesses that have been "presubscribed" by USC. As
a result of deregulation in the industry, consumers have the right to select a
long distance company of their choice to provide them with long distance
services. To presubscribe these consumers, USC enters into agency agreements
with these customers that designate USC as their long distance service provider.
INTERNET ACCESS KIOSKS. Through USC's kiosks, called TravelNet,
professional drivers and business and vacationing motorists are able to "surf
the net" and send and receive e-mail, without subscription. In addition,
subscribers can access America Online at the TravelNet kiosks. USC currently has
internet access kiosks installed at 41 locations. TravelNet distinguishes itself
in the marketplace by accepting cash as well as major credit cards. Many truck
drivers do not carry credit cards and prefer using TravelNet on demand with cash
and without subscription. See "Major Suppliers--PayNet Communications, Inc." In
the future, USC anticipates selling the right for businesses to market their
products and services through TravelNet.
PAY TELEPHONES. USC intends to provide pay telephone services to its
customers to complement its other telecommunications products. The truck stop
and travel center industry has historically been a high volume user of pay
telephones; however, until recently, pay telephone providers were not
compensated for "1-800" calls. Recently enacted FCC rules related to "dial
around compensation" are expected to increase revenues of independent pay
telephone providers. See "Business--Telecommunications Business--Regulatory
Environment."
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PALLET EXCHANGE SERVICES. Through USC's wholly-owned subsidiary, Convenient
Pallets, Inc. ("CPI"), USC operates a pallet exchange business. By enabling
carriers to obtain and discard pallets along their routes, CPI improves the
efficiency of carriers and increases traffic at locations where it provides
pallet exchange services. CPI sends its own management to each location in order
to set up the pallet operation and administer training on all procedures. CPI
pays all start up costs such as signs, pallet inventory, printing, pallet jacks
and fencing. As of January 30, 1998 CPI was operating in 17 locations. CPI has
earned the endorsement of AMBEST, an association of travel center owners,
exposing the business to AMBEST's network of 130 franchised truck stops
nationwide.
MAJOR SUPPLIERS. USC believes that multiple suppliers are available to meet
all of its product and service needs at competitive prices and rates and expects
the availability of such products and services to continue in the future,
however, the continuing availability of alternative sources cannot be assured.
Transition from USC's existing suppliers, if necessary, could have a disruptive
effect on USC's operations and could give rise to unforeseen delays and/or
expenses. USC is not aware of any current circumstances that would require USC
to seek alternative suppliers for any of the products or services used in the
operation of its business. The following discusses USC's major suppliers.
WorldCom Network Services, Inc. Both inbound calls to and outbound calls
from USC's platform placed by consumers through USC's prepaid phone cards and
long distance calls placed by customers subscribing to USC's one plus long
distance services are carried by WorldCom Network Services, Inc. ("WorldCom").
USC obtains telecommunication services pursuant to supply agreements with
WorldCom.
CallSource, Inc. USC's prepaid phone card services are delivered through
proprietary switching, application, and database access software running on the
USC platform. The USC platform is located in Reseda, California, is owned by USC
and is operated for USC by CallSource, Inc. ("CallSource"). The USC platform
allows users to access USC's prepaid phone card services, and provides USC,
through CallSource, with the flexibility to customize and add features to USC's
services on a platform-wide basis. CallSource has also developed for USC a data
reporting system which tracks inventory, controls fraud, monitors usage by card
and retailer and allows USC to provide certain marketing information to its
retailers and business customers.
PayNet Communications, Inc. USC's TravelNet kiosks are operated under a
technology license agreement with PayNet Communications, Inc. ("PayNet"). The
licensed technology consists of a proprietary internet access software package
located at each terminal which (i) tracks and reports revenues, use, and billing
information by kiosk, (ii) allows periodic updating of the kiosk services by
downloading new programs and (iii) provides troubleshooting reports. As USC's
internet access service provider ("ISP"), PayNet provides validation, billing
and collection of all credit card sales, software administrative systems,
software updates to the licensed technology and telephonic technical support for
repairs of the licensed technology.
COMPETITION
SOFTWARE BUSINESS
Canmax believes its competition can be categorized as follows:
- pump manufacturers,
- point-of-sale equipment manufacturers, and
- specialized application software companies.
Pump manufacturers supply the majority of point-of-sale devices used by gas
stations and convenience stores. They supply specialized equipment with
proprietary interfaces specific to their pump control consoles. The proprietary
nature of their products limits the technology used and the ability to interface
to other devices. Their primary intent, however, is to provide a complementary
service to the sale of their
10
"core" product - pumps. Canmax faces competition from manufacturers such as
Dresser Industries Inc., Gilbarco Inc. and Tokheim Corporation.
Software firms, such as Canmax, specializing in gas and convenience store
applications enjoy the advantage of bringing specialized knowledge and
applications to customers. The industry, however, does not enjoy a strong
reputation as service consultants who deliver solutions that meet/exceed
customer expectations. Canmax faces competition from software firms such as
Radiant Systems, Inc., MSI, Pinnacle, Inc., and Stores Automated Software, Inc.
Canmax's service strategy is designed to employ "Pathmation," a consulting
service process, to understand customer needs, while guiding and delivering
appropriate products better than other marketplace alternatives.
Specialized POS manufacturers traditionally have developed solutions based
on their proprietary hardware. POS manufacturers, such as Verifone, Ltd. and
IBM, also compete with Canmax.
Many of Canmax's current and prospective competitors have substantially
greater financial, technical and marketing resources than Canmax. Canmax could
face significant competition upon any consolidation or alliance of major
suppliers or competitors creating a larger, stronger presence in the
marketplace. Canmax also anticipates that additional competitors may enter
certain of Canmax's markets, resulting in even greater competition. There can be
no assurance that Canmax will be able to compete with existing or new
competitors. Increased competition could result in significant price reductions
with negative effects upon Canmax's gross margins and a loss of market share,
which could materially and adversely affect Canmax's business, financial
condition and operating results.
TELECOMMUNICATIONS BUSINESS
PREPAID PHONE CARDS AND ONE PLUS LONG DISTANCE SERVICES. The
telecommunications services industry is highly competitive, rapidly evolving and
subject to constant technological change. Currently, numerous companies sell
prepaid calling cards and USC expects competition to increase in the future.
Other providers currently offer one or more of each of the services offered by
USC. Telecommunication service companies compete for consumers based on price,
with the dominant providers conducting extensive advertising campaigns to
capture market share. As a service provider in the long distance
telecommunications industry, USC competes with three dominant providers, AT&T
Corp. ("AT&T"), MCI Communications Corporation ("MCI"), and Sprint Corporation
("Sprint"), all of which are substantially larger and have (i) greater
financial, technical, engineering, personnel and marketing resources; (ii)
longer operating histories; (iii) greater name recognition; and (iv) larger
consumer bases than USC. These advantages afford USC's competitors the ability
to (a) offer greater pricing flexibility, (b) more attractive incentive packages
to encourage retailers to carry competitive products, (c) negotiate more
favorable distribution contracts with retailers, and (d) negotiate more
favorable contracts with suppliers of telecommunication services. USC believes
that existing competitors are likely to continue to expand their service
offerings to appeal to retailers and consumers. In addition, the relatively low
barriers to entry to the markets in which USC competes may encourage new
competitors to enter the telecommunications market.
The ability of USC to compete effectively in the telecommunications services
industry will depend upon USC's ability to (i) continue to provide high quality
services at prices generally competitive with, or lower than, those charged by
its competitors and (ii) develop new innovative products and services. There can
be no assurance that USC will be able to compete successfully in the future.
INTERNET ACCESS KIOSKS. The recent popularity of the internet has resulted
in increased modem access points at various high traffic and convenient
locations, such as hotels and airports. Some of these access points are used by
business and other travelers that carry laptop or other portable computers and
have existing access through ISPs. Additionally, an increasing number of these
locations are providing computer equipment and internet access to their users.
USC's TravelNet kiosks provide both computer equipment and internet access
through PayNet, USC's designated ISP. See "Products and
Services--Telecommunications and Other Businesses--Major Suppliers--PayNet
Communications, Inc". USC expects to encounter
11
increased competition in the future from convenience store chains, trucking
companies and travel centers implementing similar programs.
PAY TELEPHONES. USC will compete for pay telephone locations with local
exchange carriers ("LECs") and other independent pay telephone operators. USC
will also compete, indirectly, with long distance companies that can offer
location owners commissions on long distance calls made from LEC-owned pay
telephones. Most LECs and long distance companies against which USC competes and
some independent operators have greater financial, marketing, and other
resources than USC. In addition, many LECs, faced with competition from
independent pay telephone companies, have increased their compensation
arrangements with owners of pay telephone locations to offer more favorable
commission schedules.
USC believes that pay telephone providers primarily compete on the following
factors: (i) the commission payments to a location owner on both local and long
distance calls (ii) the ability to serve accounts with locations in several
local access transport areas or "LATAs", (iii) the quality of service, (iv) the
ability to provide specialized services to a location owner and its telephone
users, and (v) the ability to quickly respond to customer needs.
USC competes with long distance carriers who provide dial-around services
which can be accessed through USC's pay telephones. Certain national long
distance operator service providers have launched advertising promotions which
have increased dial-around activity on pay telephones owned by LECs and
independent telephone companies. Recent regulatory initiatives resulting from
implementation of the Telecommunications Act of 1996 are expected to increase
the amount of dial around compensation received by independent pay telephone
operators on their pay telephones. See "Business--Telecommunications
Business--Regulatory Environment."
PALLET EXCHANGE SERVICES USC operates its pallet exchange program both
through buying and selling used pallets to and from carriers and buying new
pallets from manufacturers as necessary to maintain inventories at its pallet
exchange locations. Many pallet manufacturers are large companies with
significantly greater financial resources than USC. These companies will be able
to offer new pallets to carriers at lower prices than USC. In addition, trucking
companies may compete with USC's pallet exchange program by offering similar
services at various distribution facilities. USC believes that its ability to
offer convenient access to and drop off points for pallets at travel plazas
across the country differentiates its products and services from those of its
actual or potential competitors. USC believes that the primary barrier to entry
to this market is the ability to secure convenient locations for operating a
pallet exchange program. Therefore, additional potential competitors include
national gasoline stations and travel centers with locations along major
transportation corridors.
SALES AND MARKETING
Canmax markets C-Serve and ancillary products and services from its offices
in Irving, Texas. Virtually all sales efforts are focused on the U.S., Canada
and Mexico at this time. However, Canmax plans to expand its international
marketing efforts in the future. More than 99% of 1997 revenue was derived from
U.S. based customers. USC markets its products and services to truck stops,
travel centers, and the transportation industry throughout the U.S.
BACKLOG
Software and telecommunication products are generally delivered to customers
when ordered and therefore there is no backlog of orders.
IMPACT OF YEAR 2000
Canmax has completed an assessment of the impact of Year 2000 issues on its
internal systems and developed software products and determined that it will be
required to modify or replace portions of its
12
internal systems and developed software products so that they will function
properly with respect to dates in the year 2000 and thereafter. Canmax has
initiated communications with all of its significant suppliers and customers to
determine the extent to which Canmax's internal systems and developed software
products are vunerable to those third parties failure to remediate their own
Year 2000 issues. Canmax has commenced its Year 2000 compliance project. The
project is estimated to be completed not later than December 31, 1998. Canmax
believes that with modifications to existing internal systems and developed
software products and conversions to new internal systems and developed software
products, the Year 2000 issue will not pose significant problems for its
internal systems and developed software products. However, if such modifications
and conversions are not made, or are not completed timely, the Year 2000 issue
could have a material impact on the operations of Canmax. Canmax has concluded
that the cost of its Year 2000 project will not materially impact future
financial results. Canmax is in the process of evaluating Year 2000 issues
related to the recently acquired business operations of USC.
EMPLOYEES
As of October 31, 1997, Canmax had 100 full time employees. The functional
distribution of the employees was 9 in sales and marketing and professional
services, 44 in product development and advanced research, 12 in general and
administration, and 35 in service, support and education. All are located in
Irving, Texas with the exception of two sales employees located outside Texas.
As of January 30, 1998, USC had 11 full time employees. All employees are
located in San Diego, California with the exception of 5 employees located in
Arkansas, Connecticut, Utah and Florida. No employees are represented by a labor
union, and Canmax and USC consider their employee relations to be excellent.
NEW ACCOUNTING STANDARD
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share," which is required to be adopted for periods
ending after December 15, 1997. See Note 12 to the Consolidated Financial
Statements.
ITEM 2. PROPERTIES
Canmax occupies 47,178 square feet of office space at 150 West Carpenter
Freeway, Irving, Texas, pursuant to a lease which expires August 31, 1998. The
space is used for executive, administrative, sales, engineering personnel, help
desk and related services, as well as for inventory storage and demonstration
purposes. Currently, Canmax does not have an option to renew the lease, however,
Canmax is reviewing proposals for suitable available space at several
alternative locations. Canmax does not believe it has been or will be materially
affected by environmental laws.
USC occupies 4,094 square feet of office space at 12245 World Trade Drive,
San Diego, California, pursuant to a lease which expires December 31, 2000. The
space will be used for sales and marketing purposes.
ITEM 3. LEGAL PROCEEDINGS
Neither Canmax, USC, nor any of their subsidiaries are party to any material
legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET FOR COMMON STOCK
Canmax has only one class of shares, common stock without par value, which
is traded on the Nasdaq SmallCap Market tier of The Nasdaq Stock Market. Each
share ranks equally as to dividends, voting rights, participation in assets on
winding-up and in all other respects. No shares have been or will be issued
subject to call or assessment. There are no preemptive rights, provisions for
redemption or purpose for either cancellation or surrender or provisions for
sinking or purchase funds.
Canmax was listed on the Nasdaq SmallCap Market tier of The Nasdaq Stock
Market on February 10, 1994, and trades under the symbol "CNMX."
Canmax's principal executive offices are located at 150 West Carpenter
Freeway, Irving, Texas 75039, and its telephone number is (972) 541-1600.
CHANGE IN NASDAQ LISTING REQUIREMENTS
On August 25, 1997, the U.S. Securities and Exchange Commission, the
National Association of Securities Dealers, Inc. and The Nasdaq Stock Market
approved increases in the listing and maintenance standards governing the Nasdaq
SmallCap Market. These new standards require, as a condition to continued
listing on the Nasdaq SmallCap Market, an issuer to maintain either "net
tangible assets" (defined as total assets, excluding goodwill, minus total
liabilities) of $2.0 million, market capitalization of $35.0 million or net
income in two of the last three fiscal years of at least $0.5 million. Companies
failing to satisfy the new listing requirements are allowed a six month
"compliance" period during which they may take appropriate steps to comply with
the new listing requirements. As of October 31, 1997, Canmax had net tangible
assets of approximately $2.2 million and a market capitalization of
approximately $11.2 million. In addition, Canmax has not had net income of $0.5
million in any of its last three fiscal years. If in the future Canmax fails to
satisfy the requirements for continued listing on the Nasdaq SmallCap Market,
Canmax will be subject to being delisted from the Nasdaq SmallCap Market. The
delisting of Canmax would materially adversely affect the liquidity of the
Canmax Common Stock and the operations of Canmax.
MARKET PRICES OF CANMAX COMMON STOCK
The following table sets forth for the fiscal periods indicated the high and
low closing sales price per share of Canmax Common Stock as reported on the
Nasdaq SmallCap Market. All per share amounts have been retroactively adjusted
to reflect a one-for-five reverse stock split of Canmax's Common Stock
14
effective December 21, 1995. The market quotations presented reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not necessarily reflect actual transactions.
CANMAX
COMMON STOCK
CLOSING PRICES
--------------------
HIGH LOW
--------- ---------
FISCAL 1996
First Quarter........................................................................ $ 4.31 $ 2.19
Second Quarter....................................................................... $ 4.63 $ 2.50
Third Quarter........................................................................ $ 4.50 $ 1.63
Fourth Quarter....................................................................... $ 3.25 $ 1.50
FISCAL 1997
First Quarter........................................................................ $ 2.50 $ 1.50
Second Quarter....................................................................... $ 2.88 $ 1.50
Third Quarter........................................................................ $ 2.75 $ 1.88
Fourth Quarter....................................................................... $ 2.50 $ 1.38
FISCAL 1998
First Quarter........................................................................ $ 1.50 $ 0.88
Second Quarter (through February 10, 1998)........................................... $ 1.13 $ 1.03
The closing price for the Canmax Common Stock on February 10, 1998 as
reported by Nasdaq was $1.13.
DIVIDENDS
Canmax has never declared or paid any cash dividends on the Canmax Common
Stock and does not presently intend to pay cash dividends on the Canmax Common
Stock in the foreseeable future. Canmax intends to retain future earnings for
reinvestment in its business.
Additionally, dividends are restricted to less than 5% of net operating
income in accordance with the terms of the convertible loan agreement effective
December 15, 1997. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Sources of Capital" and Notes
to the Consolidated Financial Statements regarding subsequent events.
HOLDERS OF RECORDS
There were 454 stockholders of record as at February 10, 1998, and
approximately 4,000 beneficial stockholders.
15
ITEM 6. SELECTED FINANCIAL DATA
FISCAL YEARS ENDED OCTOBER 31,
-----------------------------------------------------
1997 1996 1995 1994 1993
--------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues.................................................... $ 12,736 $ 12,264 $ 8,996 $ 9,675 $ 4,659
Cost of software licenses, product revenue and development
revenue................................................... 5,337 4,489 4,352 3,219 1,411
Operating expenses.......................................... 7,291 7,604 8,328 8,305 4,361
Interest expense, net....................................... 21 28 50 66 29
Writedown of capitalized software........................... -- -- -- 4,127 --
Net income (loss)........................................... 87 143 (3,734) (6,042) (1,142)
Net income (loss) per share(1).............................. $ 0.01 $ 0.02 $ (0.79) $ (1.54) $ (0.31)
CONSOLIDATED BALANCE SHEET DATA:
Total assets................................................ $ 4,707 $ 5,650 $ 4,702 $ 5,328 $ 6,883
Working capital (deficiency)................................ 793 208 (469) 146 526
Non-current obligations..................................... 178 256 265 1,375 146
Shareholders' equity........................................ 2,220 2,075 1,719 1,910 4,045
- ------------------------
(1) All per share amounts have been retroactively adjusted to reflect a
one-for-five reverse stock split of Canmax Common Stock effective December
21, 1995.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FOR THE FISCAL YEARS ENDED OCTOBER 31, 1997, 1996 AND
1995
GENERAL
Canmax generates its revenues primarily through three sources:
1. licensing its sophisticated software systems and selling or licensing
ancillary hardware and third party software to operators of retail petroleum and
convenience stores;
2. providing related development, customization, and enhancement to its
customers, and
3. providing maintenance by way of 24 hour per day, 365 day per year help
desk, and other services.
16
The following table sets forth certain financial data as a percentage of
total net revenues and the percentage change for the periods indicated.
PERCENTAGE OF TOTAL REVENUE
------------------------------------- PERCENTAGE
INCREASE (DECREASE)
FISCAL YEAR ENDED OCTOBER 31, ------------------------
1997 1996 1995 1997 1996
----------- ----------- ----------- ----------- -----------
Revenues:
Software licenses and product revenue..................... 15.1% 15.5% 34.8% 1.2% (39.2)%
Development............................................... 68.3% 64.7% 42.2% 9.6% 108.9%
Service agreements........................................ 16.6% 19.8% 23.0% (13.0)% 17.2%
----- ----- -----
100.0% 100.0% 100.0% 3.9% 36.3%
----- ----- -----
Costs and expenses:
Costs of software licenses, product revenue and
development revenues.................................... 41.9% 36.6% 48.3% 18.9% 3.1%
Customer service.......................................... 17.7% 18.9% 26.2% (2.9)% (1.6)%
Product development....................................... 4.8% 10.5% 26.7% (52.3)% (46.4)%
Sales and marketing....................................... 4.8% 3.6% 7.4% 38.1% (33.6)%
General and administrative................................ 29.9% 29.0% 32.3% 7.3% 22.4%
Interest and financing.................................... 0.2% 0.2% 0.6% (26.0)% (44.4)%
----- ----- -----
99.3% 98.8% 141.5% 4.4% (4.8)%
----- ----- -----
Net income (loss)......................................... 0.7% 1.2% (41.5)% (38.8)% 103.8%
----- ----- -----
----- ----- -----
RESULTS OF OPERATIONS--1997 VERSUS 1996
REVENUE
For the year ended October 31, 1997, Canmax had revenues of $12,736,223, an
increase of $472,363 or 3.9% over 1996. During 1997, The Southland Corporation
(Southland) and NCR Corporation (NCR) accounted for approximately 92% of
Canmax's total revenue as compared with approximately 83% for the comparable
period of 1996.
Software licenses and product revenue for the year ended October 31, 1997
increased by 1.2% from $1,901,302 in 1996 to $1,924,897 in 1997. This increase
is primarily due to increased software and hardware sales to Southland during
the first nine months of 1997 for the planned implementation by Southland of a
Windows NT solution that commenced in December, 1997 and the sale to Southland
in October, 1997 of the right to use, possess and modify the source code of the
software developed by Canmax for Southland, for a one-time license fee of $1.0
million. These increases were partially offset by a decline in sales of software
and hardware components to other customers and a decrease in software and
hardware sales to Southland resulting from the completion of one phase of a UNIX
store upgrade which commenced during 1995 and concluded during the first quarter
of 1996.
Development revenue for the year ended October 31, 1997 increased $763,823
or 9.6% from $7,940,515 in 1996 to $8,704,338 in 1997. Development revenue from
the base contract with Southland continued to decline from approximately
$1,564,000 in 1996 to approximately $799,000 during the same period in 1997, in
accordance with the terms of the contract. Additionally, during 1996, Canmax
recognized development revenues of approximately $2,165,000 for work associated
with a contract between Canmax and NCR to develop a preliminary (non scanning)
point of sale software application in UNIX for Southland. This project was
completed in July, 1996. Also during 1996, Canmax recognized approximately
$3,920,000 of development revenue for work performed under an agreement which
commenced in May, 1996 with NCR and Southland to develop a scanning point of
sale application for Southland and other associated inventory, merchandising,
and back office functions, running in a Windows NT environment
17
(the "Southland Windows NT development project"). Canmax recognized revenues of
approximately $7,560,000 during 1997 related to the Southland Windows NT
development project. Modifications to original project requirements increased
total project revenues from $9.5 million to $11.5 million. The Southland Windows
NT development project was completed in October, 1997. Additionally, during the
fourth quarter of 1997, Canmax provided development and other resources to
Southland on an as-needed basis. Canmax recognized approximately $254,000 of
development revenue related to this effort.
Development revenue increased $1,415,028 or 50.0% from $603,731 in the third
quarter of 1997 to $2,018,759 in the fourth quarter of 1997. During the third
quarter of 1997, Canmax undertook a significant work effort to support the
expanded testing of the Southland Windows NT development project for an interim
period up to pilot implementation. This expanded work effort was out of scope of
the original contract. Accordingly, at the end of the third quarter, Canmax
increased its cost estimates used to compute development project revenue under
the percentage-of-completion method and expensed all costs incurred related to
the additional work effort, including approximately $854,000 for work performed
during the third quarter of 1997. Canmax subsequently negotiated approximately
$981,000 of additional revenue related to this work effort. Therefore, as the
project was completed in October, 1997, Canmax recognized approximately $543,000
of remaining revenue under the percentage-of-completion method and approximately
$981,000 of the approved change control during the fourth quarter of 1997.
Canmax has negotiated with Southland to provide development and other
resources to Southland on an as-needed basis through December, 1998. Canmax is
in discussions with Southland regarding the renegotiation of its contract, but
no definitive agreement has been reached to date. See "Products and
Services--Software Business--Major Contracts--Southland Agreements."
Service agreements revenue for the year ended October 31, 1997 decreased
$315,055 or 13.0% from $2,422,043 in 1996 to $2,106,988 in 1997. This decrease
resulted from a decline in the installation, training and site survey revenues
reflecting a lower number of new installations of Canmax's proprietary software
accompanied by a decrease in calls received from Southland locations by the 24
hour/7 day a week help desk, which caused a decline in revenue due to the
structure of the support contract with Southland.
See discussion in "Liquidity and Sources of Capital" for future trends and
status of contracts.
GROSS MARGIN
Gross margin, as a percentage of software licenses and product revenue, was
59.9% for the year ended October 31, 1997 as compared with 30.5% for the same
period in 1996, prior to 1996 inventory writedowns of $217,623. Gross margin on
software sales for 1997 was 66.4% compared with 23.9% for the same period in
1996, excluding 1996 inventory writedowns. The increase is due to the effects of
the higher margin source code sale to Southland in October, 1997. This increase
in margin was partially offset by a decrease in margin resulting from increased
sales of lower margin purchased software during the reporting period coupled
with a decline in sales of Canmax's higher margin proprietary software. Gross
margin on hardware sales for 1997 was 37.6% compared with 32.8% for the same
period in 1996, excluding 1996 inventory writedowns. The increase in margin
resulted from a change in the mix of hardware components sold. Included in the
cost of revenues of software licenses and product revenue for 1996 is a one time
writedown of $105,763 for software inventory that Canmax determined was
necessary due to the limited likelihood of future sales of that item. Further,
also included in cost of revenues of software licenses and product revenue for
1996 is a one time writedown of inventory of $111,860 that Canmax determined was
required to reflect the inventory at net realizable value.
18
Gross margin on development revenues for 1997 was 47.6% for the year ended
October 31, 1997 as compared with 62.9% for the same period in 1996. This
decrease is partially due to lower anticipated profit margins on the Southland
Windows NT development project as compared to the NCR/Southland development
project in progress in 1996, the preliminary (non scanning) point of sale
software application in UNIX as well as changes in cost estimates of the
Southland Windows NT development project. The lower planned profit margin is a
result of the need to employ a significant number of highly skilled contractors
to complete certain phases of the Southland Windows NT development project
throughout the life of the project which was completed in October, 1997. No such
requirements were necessary or incurred for the NCR/Southland UNIX based project
which was completed in July, 1996.
Gross margin on development revenue for the fourth quarter of 1997 was 67.5%
as compared to (51.9)% for the third quarter of 1997. This increase is primarily
related to changes in project cost estimates and accounting for the additional
work effort undertaken in the third quarter of 1997. As previously discussed,
during the third quarter of 1997, Canmax undertook a significant work effort to
support the extended testing of the Southland Windows NT development project for
an interim period up to pilot implementation. This expanded work effort was out
of the scope of the original contract. Accordingly, at the end of the third
quarter, Canmax increased its cost estimates used to compute development project
revenue under the percentage-of-completion method and expensed all costs
incurred related to the additional work effort, including approximately $854,000
for the work effort performed during the third quarter of 1997. Canmax
subsequently negotiated approximately $981,000 of additional revenue related to
this work effort. Therefore, as the Southland Windows NT development project was
completed in October, 1997, Canmax recognized approximately $543,000 of
remaining revenue under the percentage-of-completion method and approximately
$981,000 of the approved change control during the fourth quarter of 1997.
EXPENSES
Customer service costs for the year ended October 31, 1997 decreased by 2.9%
compared with the same period in 1996. The decline in costs is due to lower
operating costs for the service arising from increased efficiencies and lower
overall expenditure levels.
Product development costs declined $672,463 or 52.3% from $1,286,966 in 1996
to $614,503 in 1997. The reduction is due to a significant increase in funded
development projects which resulted in development expenditures being included
in cost of revenues. Additionally, there was an increase in software development
costs capitalized. During the first quarter of 1996, Canmax capitalized $128,874
of software development costs relating to a new credit card processing network
interface as compared with $209,202 of such costs capitalized in the fourth
quarter of 1997 relating to Canmax's next generation Windows based project which
is scheduled for release in the first calendar quarter of 1998.
General and administrative expenses increased $258,225 or 7.3% from
$3,555,042 in 1996 to $3,813,267 in 1997. This net increase is primarily due to
Canmax expensing approximately $360,000 of merger related costs during October,
1997 upon termination of the proposed merger with Auto Gas Systems, Inc. These
costs, comprised primarily of legal and other professional fees incurred during
the second and third quarter of 1997, were originally deferred and would have
been accounted for as additional purchase price or as a reduction in the fair
value of the securities issued upon consummation of the proposed merger
transaction. Additionally, Canmax experienced increases in expenditures related
to the establishment of a business development unit, responsible for identifying
new business opportunities and project management and increased expenditures for
investor relations. These increases were partially offset by a reduction in
development project premiums to ensure timely completion of projects and
performance bonuses.
Sales and marketing expenses increased by $167,864 or 38.1% from $440,581 in
1996 to $608,445 in 1997. These increases are due to increased headcount and
advertising and marketing expenditures aimed
19
at generating interest in existing products as well as Canmax's new Windows
based product scheduled for release in the first calendar quarter of 1998.
For the year ended October 31, 1997 Canmax recorded no tax provision as net
operating loss carryforwards of approximately $20.3 million would offset any tax
liability related to fiscal year 1997.
As a result of the foregoing, Canmax generated net income of $87,331, or
$0.01 per share, for the year ended October 31, 1997 as compared with net income
of $142,614, or $0.02 per share, for the year ended October 31, 1996.
RESULTS OF OPERATIONS--1996 VERSUS 1995
REVENUE
For the year ended October 31, 1996, Canmax had revenues of $12,263,860, an
increase of $3,267,773, or 36.3%, over 1995. The improvement in revenue is a
result of growth in service agreement revenues and significant growth in
development revenue as Canmax completed a project to develop a preliminary (non
scanning) point of sale software application in UNIX for Southland and commenced
a project to produce a scanning point of sale application and other associated
inventory, merchandising, and back office functions for Southland in a Windows
NT environment.
Software licenses and product revenue for the year ended October 31, 1996
was $1,901,302, a decrease of $1,226,133, or 39.2% over 1995. The decrease is
primarily due to the sale during 1995 of software and hardware components to
Southland in accordance with their contract which did not occur during 1996. The
provision of these items to Southland under their contract commenced during 1995
and concluded during the first quarter of 1996.
Development revenue for the year ended October 31, 1996 was $7,940,515, an
increase of $4,139,307, or 108.9% over 1995. While development revenue from the
base contract with Southland declined in accordance with the terms of the
contract compared with the same period in 1995, Canmax recognized additional
development revenue of approximately $2,165,000 for work associated with a
contract between Canmax and NCR to develop a preliminary (non scanning) point of
sale software application in UNIX for Southland. This project was completed in
July 1996. In fiscal 1996, Canmax reached agreement with NCR to develop for
Southland a next generation Windows NT based version of the Canmax "C-Serve"
convenience store software for $9.5 million. The resulting product will be used
in Southland's approximately 5,000 7-Eleven stores in the United States. NCR was
chosen by Southland to provide project management and other professional
services for this project. The $9.5 million in revenues is in addition to
previous contracts awarded to Canmax from Southland. During 1996, Canmax
recognized revenue of $3,920,098 under this agreement. No such revenue was
recorded in 1995.
Service agreements revenue for the year ended October 31, 1996 was
$2,422,043, an increase of $354,599, or 17.2%, over 1995. This improvement
results from an increase in revenue from the 24 hour/7 day a week help desk
services of 49.4%, reflecting an increase in the number of sites supported from
3,654 as of October 31, 1995 to 5,912 as of October 31, 1996. While the number
of sites increased by 61.8%, revenue increased at a lower rate due to the
structure of the support contract with Southland which provided for a minimum
payment until a certain volume of support calls was reached. These increases
were offset by a reduction in installation and training revenue resulting from a
decrease in the number of sites installed and trained in 1996 compared with
1995.
GROSS MARGIN
Gross margin as a percentage of software license, product and development
revenue was 56.6% for the year ended October 31, 1996 compared with 37.2% for
the same period in 1995, prior to 1996 inventory writedowns of $217,623.
20
Gross margin on software sales increased from 17.6% for the year ended
October 31, 1995 to 23.9% for the same period in 1996, excluding the $105,763
software inventory writedown recorded in 1996. This improvement was due to a
change in mix of products sold away from low margin products sold to Southland
during 1995 to a mix that is more representative of higher margin products sold
during 1996. Gross margin on hardware sales increased slightly from 31.6% for
the year ended October 31, 1995 to 32.8% for the same period in 1996, excluding
the $111,860 hardware inventory writedown recorded in 1996. The improvement in
1996 was due to the sale of hardware with higher than normal margins compared
with 1995.
For the year ended October 31, 1996, the gross margin on development revenue
was 62.9% compared with 47.1% for the same period in 1995. The improvement is a
result of improved profit margins negotiated on Canmax's development projects.
EXPENSES
For the year ended October 31, 1996, customer service costs decreased 1.6%
compared with the same period in 1995. The decline in cost despite the increase
in the number of sites supported from 3,654 to 5,912 is due to lower operating
costs for the service arising from increased efficiencies and lower overall
expenditure levels.
For the year ended October 31, 1996, product development costs declined from
$2,401,306 for the same period in 1995 to $1,286,966, a reduction of 46.4%. The
reduction was due to an overall reduction in product development funded by
Canmax and due to the capitalization of software development costs amounting to
$128,874 relating to a new credit card processing network interface Canmax
developed during the first quarter of 1996.
General and administrative expenses increased 22.4% for the year ended
October 31, 1996 compared with 1995, predominately as a result of the
establishment of a business development unit responsible for identifying new
business opportunities and project management. Sales and marketing expenses
declined 33.5% for the year ended October 31, 1996 compared with the same period
in 1995. These cost reductions are a result of lower expenditure levels.
During the year ended October 31, 1996, Canmax announced it would close its
wholly owned subsidiary, Dataplane Technologies Inc., on August 31, 1996.
Dataplane had designed and developed certain communication processor boards
which allow C-Serve to handle some of the communication protocols and device
interfaces used in the industry. Canmax determined that the technology had a
limited life and it would no longer continue to develop and manufacture the
technology. Canmax has licensed the manufacturing rights of the technology to
Bass Inc. for the next three years and anticipates providing for future
requirements through Bass. In addition, Canmax closed its non operating
subsidiary, The Point of Sale Corporation.
The cost of closing these subsidiaries has been included in part in the
writedown of $217,623 of inventory previously discussed and $25,000 included in
general and administrative expense representing the write off of intellectual
property.
At October 31, 1996, Canmax ceased operations of its wholly owned
subsidiary, Canmax Retail Systems (British Columbia), which had been providing
software development services on a software development project which was
completed on October 31, 1996. Canmax does not anticipate to incur any
additional material costs to close this subsidiary.
For the year ended October 31, 1996, Canmax recorded no tax provision as net
operating loss carryforwards of approximately $19.1 million would offset any tax
liability related to fiscal year 1996.
21
As a result of the foregoing, Canmax generated net income of $142,614, or
$0.02 per share, for the year ended October 31, 1996 as compared with incurring
a net loss of $3,734,450, or $0.79 per share, for the year ended October 31,
1995.
LIQUIDITY AND SOURCES OF CAPITAL
At October 31, 1997, Canmax had working capital of $792,807. For the fiscal
year ended October 31, 1997, Canmax used cash from operating activities of
$306,463. Canmax maintained liquidity during fiscal 1997 primarily by utilizing
cash generated from operating activities. To maintain liquidity during fiscal
1998, Canmax must (i) increase revenue through the successful completion of
on-going development contracts with customers, the introduction of new products
to the marketplace, increasing the market share for existing products and
services, and negotiating new development contracts with customers and/or (ii)
obtain additional lines of credit. Additionally, in December, 1997, Canmax
entered into a convertible loan agreement and on February 11, 1998, Canmax
entered into a loan commitment letter to help provide for its liquidity needs.
See "Convertible Loan Agreements." Canmax believes that it will meet its
liquidity needs in 1998 through cash generated from the operations of its
existing software business, newly acquired telecommunications business, and, if
necessary, through utilization of its existing loan and loan commitment
agreements.
At October 31, 1996 and 1995 Canmax had a net working capital surplus
(deficiency) of $208,466 and ($468,653), respectively. During the years ended
October 31, 1996 and 1995 Canmax provided (used) cash from operating activities
of $888,220 and ($1,529,593), respectively.
Canmax maintained liquidity during fiscal 1996 primarily from net proceeds
arising from the sale of common stock from the exercise of stock options which
provided cash of $208,940 during the second quarter of 1996 and from cash
provided by operating activities during the third and fourth quarter of 1996.
Canmax maintained liquidity during fiscal 1995 primarily from the receipt of
proceeds from the sale of common shares and exercise of stock options, the
conversion of certain EDS development obligations into shares of common stock
and the proceeds received from shareholder advances.
CONVERTIBLE LOAN AGREEMENTS
On December 15, 1997, Canmax executed a convertible loan agreement with a
shareholder, Founders Equity Group, Inc., ("Founders") which provides financing
of up to $500,000. Funds obtained under the loan agreement are collateralized by
all assets of Canmax and bear interest at 10%. Required payments are for
interest only and are due monthly beginning February 1, 1998. Borrowings under
the loan agreement mature January 1, 1999, unless otherwise redeemed or
converted.
Under the terms of the loan agreement, Founders may exercise its right at
any time to convert all, or in multiples of $25,000, any part of the borrowed
funds into Canmax Common Stock at a conversion price of $1.25 per share. The
conversion price is subject to adjustment for certain events and transactions as
specified in the loan agreement. Additionally, the outstanding principal amount
is redeemable at the option of Canmax at 110% of par.
As of February 11, 1998, Founders had advanced to Canmax $350,000 under the
loan agreement. Canmax used these funds to pay fees and expenses related to the
USC acquisition, to advance to USC $250,000, and for general working capital
requirements, all of which are permitted uses of proceeds under the loan
agreement.
On February 11, 1998, Canmax and Founders executed a loan commitment letter
which provides for multiple advance loans of up to $2 million over the ensuing
12 month period. Funds obtained under the loan commitment agreement are
collateralized by all assets of Canmax and bear interest at 10%. Interest is
payable monthly and borrowings under the agreement mature one year from the date
of the advance. Amounts borrowed under the agreement are convertible into Canamx
Common Stock at a conversion
22
price equal to the five (5) day trading average of the Canmax Common Stock
immediately preceding the date of the advance. The maximum amount of Canmax
Common Stock issuable under the loan commitment is 1.6 million shares. As
consideration for the loan commitment, Canmax paid a commitment fee of $10,000.
As of February 11, 1998, no amounts had been advanced to Canmax under the loan
commitment agreement.
PRODUCT DEVELOPMENT
To complete development of the next generation Windows based product, Canmax
will need to perform additional development effort that is not funded by work
currently being performed for Southland. Costs necessary to perform the
additional development and to bring the new product to market are estimated to
range from $250,000 to $500,000. Canmax increased its sales and marketing
efforts in 1997 in order to generate market interest in existing systems as well
as new products under development.
Canmax believes that it may be necessary to raise additional capital to
complete development of its next generation product within the critical window
of opportunity and to provide vital marketing and other support services. If
cash generated by operations is insufficient to satisfy Canmax's liquidity
requirements, Canmax may be required to sell additional debt or equity
securities or utilize existing lines of credit, delay new product development or
restructure operations to reduce costs. Such financing could have a dilutive
effect on the stockholders of Canmax.
USC LIQUIDITY NEEDS
Canmax anticipates that approximately $3.5 to $5.0 million will be required
to realize anticipated revenue growth in its telecommunications businesses.
These funds will be used to purchase and install additional prepaid phone card
vending machines and internet access kiosks. Canmax is seeking to secure
equipment financing for these purchases.
In addition, Canmax anticipates incurring at least $75,000 in fees and
expenses to obtain federal and state authorizations and approvals related to
USC's telecommunications business.
ACQUISITIONS
Canmax continues to review an acquisition strategy within its current
industry and other related markets. From time to time Canmax will review
acquisition candidates with products, technologies or other services that could
enhance Canmax's product offerings or services. Any material acquisitions could
result in Canmax issuing or selling additional debt or equity securities,
obtaining additional debt or other lines of credit and may result in a decrease
to Canmax's working capital depending on the amount, timing and nature of the
consideration to be paid.
SOUTHLAND AGREEMENTS
In December, 1993, Canmax signed a five year agreement with Southland to
provide software licenses, development services, and provide hardware and help
desk services (the "Master Agreement"). Southland chose Canmax's proprietary
convenience store automation software, C-Serve, as the basis for its automation
of store functions and operations at its corporate and franchise operated
7-Eleven convenience stores in the United States. Software licensing, product
and service revenue under this agreement during the fiscal years ended October
31, 1997, 1996, and 1995 totaled approximately $2,051,000, $2,581,000 and
$3,733,000, respectively, while development revenues recorded under the Master
Agreement during these same periods totaled approximately $799,000, $1,564,000
and $1,792,000, respectively.
On October 31, 1997, Canmax and Southland entered into Amendment No. 3 to
the Master Agreement (the "Southland Amendment"). Pursuant to the terms of the
Southland Amendment, Canmax allowed Southland to exercise its right as specified
in the Master Agreement to use, possess and modify the
23
source code for the software developed by Canmax for Southland for a one-time
license fee of $1.0 million. Payment of the license fee was due in two
installments of $500,000. The first installment was received in November, 1997
and the second installment was received in January, 1998. The Southland
Amendment also contains Southland's agreement to purchase from Canmax on or
before December 7, 1998, no less than $4.0 million of hardware, software
maintenance, help desk, development and other services. Although Southland has
committed to purchase certain products and services totaling a minimum of $4.0
million through December 7, 1998 in accordance with the terms of the Southland
Amendment, Southland's use and possession of the source code could result in a
material reduction in Southland's reliance upon, and payment of fees for
development services to, Canmax. The use by Southland of its own staff or a
third-party other than Canmax to perform such services could have a material
adverse effect on Canmax.
From time to time, Canmax may also provide development and other resources
to Southland on an as-needed basis under various agreements at terms specified
in the Master Agreement. Approximately $254,000 of development revenue under
such agreements was recognized by Canmax in fiscal 1997. Such agreements extend
through December, 1998.
In 1995, Canmax contracted with NCR to successfully bid for two additional
contracts with Southland relating to business requirements definition and the
development of a preliminary point of sale system. These projects resulted in
revenues to Canmax of approximately $2,165,000 and $1,005,000 in the fiscal
years ended October 31, 1996 and 1995, respectively.
During fiscal 1996, Canmax reached an agreement with NCR to develop for
Southland a next generation Windows NT based version of the Canmax C-Serve
convenience store software for $9.5 million. NCR was chosen by Southland to
provide project management and other professional services for the project.
Modifications to project requirements increased total project revenues from $9.5
million to $11.5 million. Approximately $7,560,000 and $3,920,000 of development
revenues under such agreement was recognized by Canmax in fiscal 1997 and 1996,
respectively.
Canmax is in discussions with Southland regarding the renegotiation of its
contract, but no definitive agreement has been reached to date. While Canmax
anticipates that it will successfully negotiate future agreements with
Southland, there can be no assurances either that Canmax will continue to
provide services to or receive revenue from Southland after the expiration of
the existing contracts in December, 1998 or, if Canmax enters into new
agreements with Southland extending beyond December, 1998, the amount of
revenues Canmax will receive thereunder. Any termination or significant
disruption of Canmax's relationships with Southland could have a material
adverse effect on Canmax's business, financial condition and results of
operations.
Due to periodic fluctuations in billing and collection cycles in the
Southland relationship, Canmax's accounts receivable as a percentage of its
total assets will fluctuate; however, Canmax does not anticipate any material
problems in collecting its accounts receivable with Southland. Any material
adverse change in the ability of Southland to pay the amounts owed to Canmax
would result in a write down in such receivables (beyond any reasons currently
established therefor) and, if significant, could have a material adverse effect
on Canmax.
In October, 1997 Canmax completed an enhanced version of its C-Serve product
to run on the Windows NT operating system in conjunction with a development
project with NCR and Southland. Canmax continues to develop a generic version of
its C-Serve software that runs under the Microsoft Windows family of operating
systems. This product is expected to be completed in the first calendar quarter
of 1998. The new product is being developed in conjunction with the
NCR/Southland project noted above and is expected to include state of the art
technology and best industry practices for the management of retail gas stations
and convenience stores.
24
CHANGE IN NASDAQ LISTING REQUIREMENTS
On August 25, 1997, the listing and maintenance standards applicable to the
Nasdaq SmallCap Market were increased. See "Market for Registrant's Common
Equity and Related Stockholder Matters-- Nasdaq Increased Listing Standards."
Although Canmax met the new requirements at October 31, 1997, there can be no
assurances that Canmax will continue to do so in the future. If in the future
Canmax fails to satisfy the requirements for continued listing on the Nasdaq
SmallCap Market, Canmax will be subject to being delisted from the Nasdaq
SmallCap Market. The delisting of Canmax would materially adversely affect the
liquidity of the Canmax Common Stock and the operations of Canmax.
The foregoing "Management's Discussion and Analysis of Financial Condition
and Results of Operations of Canmax" section contains various "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act which represent Canmax's expectations or beliefs
concerning, among other things, future operating results and various components
thereof and the adequacy of future operations to provide sufficient liquidity.
Canmax cautions that such matters necessarily involve significant risks and
uncertainties that could cause actual operating results and liquidity needs to
differ materially from such statements, including, without limitation: user
acceptance of Windows NT as an operating system, continued acceptance of UNIX
based software and Canmax's products and services, timing of completion of
development projects and new products, competitive factors such as pricing and
the release of new products and services by competitors, potential need for
additional financing to fund product development, capital expenditure financing,
general economic conditions, product demand, manufacturing efficiencies and
merger and acquisition integration.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 of Form 10-K is presented at pages F-1 to
F-25.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVES OFFICERS OF THE REGISTRANT
The information required by this item will be contained in the Registrant's
definitive proxy statement which the Registrant will file with the Commission no
later than February 28, 1998 (120 days after the Registrant's fiscal year end
covered by this Report) and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be contained in the Registrant's
definitive proxy statement which the Registrant's will file with the Commission
no later than February 28, 1998 (120 days after the Registrant's fiscal year end
covered by this Report) and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item will contained in the Registrant's
definitive proxy statement which the Registrant will file with the Commission no
later than February 28, 1998 (120 days after the Registrant's fiscal year end
covered by this Report) and is incorporated herein by reference.
25
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item will contained in the Registrant's
definitive proxy statement which the Registrant will file with the Commission no
later than February 28, 1998 (120 days after the Registrant's fiscal year end
covered by this Report) and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
(A) (1) AND (2) LIST OF FINANCIAL STATEMENTS
The response to this item is submitted as a separate section of the Report.
See the index on Page F-1.
(3) EXHIBITS
The following is a list of all exhibits filed with this 10-K, including
those incorporated by reference.
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------------------------
2.1 Agreement and Plan of Merger dated as of January 30, 1998, among Canmax Inc., CNMX MergerSub, Inc.
and USCommunication Services, Inc. (filed as Exhibit 2.1 to Form 8-K filed February 9, 1998 (the
"USC 8-K"), and incorporated herein by reference)
3.1 Articles of Incorporation (filed as Exhibit 3.01 to Canmax's Registration Statement on Form 10,
File No. 0-22636 (the "Form 10"), and incorporated herein by reference)
3.2 Bylaws (filed as Exhibit 3.02 to the Form 10 and incorporated herein by reference)
4.1 Registration Rights Agreement between Canmax and the Dodge Jones Foundation (filed as Exhibit 4.02
to Canmax's Quarterly Report on Form 10-Q for the period ended April 30, 1997 and incorporated
herein by reference)
4.2 Registration Rights Agreement between Canmax and Founders Equity Group, Inc. (filed as Exhibit
4.02 to Canmax's Quarterly Report on Form 10-Q for the period ended April 30, 1997 and
incorporated herein by reference)
4.3 Amended Stock Option Plan (filed as Exhibit 10.08 to Canmax's Quarterly Report on Form 10-Q for
the period ended July 31, 1996 and incorporated herein by reference)
9.1 Voting Trust Agreement of Nationwide Transportation Products, Inc. (subsequently known as
USCommunication Services, Inc.) made as of May 1, 1997 (filed as Exhibit 9.1 to the USC 8-K and
incorporated herein by reference)
9.2 First Amendment to Voting Trust Agreement of USCommunication Services, Inc. dated as of December
1, 1997 (filed as Exhibit 9.2 to the USC 8-K and incorporated herein by reference)
10.1 Master Agreement for Computer Software Development, License and Maintenance between CRSI and The
Southland Corporation (filed as Exhibit 10.05 to the Form 10 and incorporated herein by
reference)
10.2** Software Development Agreement dated July 1, 1996 between NCR Corporation and CRSI (filed as
Exhibit 10.09 to Canmax's Annual Report on Form 10-K for the period ended October 31, 1996)
26
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------------------------
10.3 Office Building Lease between Canmax and Commercial Properties Inc. (filed as Exhibit 10.3 to
Canmax's Registration Statement on Form S-3, File No. 333-33523 (the "Form S-3"), and
incorporated herein by reference)
10.4 Employment Agreement, dated June 30, 1997 between Canmax Retail Systems, Inc. and Roger Bryant
(filed as Exhibit 10.4 to the Form S-3 and incorporated herein by reference)
10.5 Employment Agreement, dated June 30, 1997 between Canmax Retail Systems, Inc. and Philip Parsons
(filed as Exhibit 10.5 to the Form S-3 and incorporated herein by reference)
10.6 Employment Agreement, dated June 30, 1997 between Canmax Retail Systems, Inc. and Debra L. Burgess
(filed as Exhibit 10.6 to the Form S-3 and incorporated herein by reference)
10.7 Amendment No. 3 to Master Agreement for Computer Software Development, License and Maintenance
dated October 31, 1997 between Canmax Retail Systems, Inc. and The Southland Corporation (filed
as Exhibit 10.7 to the Form S-3 and incorporated herein by reference)
10.8* Convertible Loan Agreement by and between Canmax Inc. and Canmax Retail Systems, Inc. as
Co-Borrowers and Founders Equity Group, Inc. and Founders Mezzanine Investors III, LLC as
Lenders dated December 15, 1997
10.9* Security Agreement between Canmax Inc. and Canmax Retail Systems, Inc. as Co-Borrowers and
Founders Equity Group, Inc. and Founders Mezzanine Investors III, LLC as Lenders dated December
15, 1997
10.10* Canmax Inc. and Canmax Retail Systems, Inc. 10.00% Senior Secured Convertible Debenture No. 1
10.11* Canmax Inc. and Canmax Retail Systems, Inc. 10.00% Senior Secured Convertible Debenture No. 2
10.12* Standard Industrial/Commercial Multi-Tenant Lease between TMT Carmel Business Center, Inc. and
USCommunication Services, Inc.
10.13 Common Stock Purchase Warrant dated January 30, 1998, between Canmax Inc. and Delia O'Donnell,
Trustee (filed as Exhibit 10.1 to the USC 8-K and incorporated herein by reference)
10.14 Common Stock Purchase Warrant dated January 30, 1998, between Canmax Inc. and Delia O'Donnell,
Trustee (filed as Exhibit 10.2 to the USC 8-K and incorporated herein by reference)
10.15 Employment Contract dated as of January 30, 1998 among Canmax Inc., USCommunication Services,
Inc., and James C. Bernet (filed as Exhibit 10.3 to the USC 8-K and incorporated herein by
reference)
10.16 Common Stock Purchase Warrant dated January 30, 1998, between Canmax Inc. and James C. Bernet
(filed as Exhibit 10.4 to the USC 8-K and incorporated herein by reference)
27
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- --------- --------------------------------------------------------------------------------------------------
10.17 Common Stock Purchase Warrant dated January 30, 1998, between Canmax Inc. and James C. Bernet
(filed as Exhibit 10.5 to the USC 8-K and incorporated herein by reference)
10.18* Loan commitment letter dated February 11, 1998, between Canmax Inc. and Canmax Retail Systems,
Inc. as Borrowers and Founders Equity Group, Inc. and Founders Mezzanine Investors III, LLC as
Lenders
11.1* Statement re: Computation of earnings per share
21.1* Subsidiaries of the Registrant
23.1* Consent of Independent Auditors
27.1* Financial Data Schedule
- ------------------------
* Filed herewith
** Portions of this Exhibit were omitted and have been filed separately with
the Secretary of the Commission pursuant to Canmax's Application requesting
confidential treatment under Rule 406 under the Securities Act of 1933, as
amended.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Registrant during the quarter ended
October 31, 1997. However, on December 23, 1997, the Registrant filed a report
on Form 8-K regarding the signing of a letter of intent to acquire
USCommunication Services, Inc. Additionally, on February 9, 1998, the Registrant
filed a report on Form 8-K regarding the consummation of the USCommunication
Services, Inc. acquisition.
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
CANMAX INC.
(Registrant)
Date: February 11, 1998 By: /s/ ROGER D. BRYANT
-----------------------------------------
(Roger D. Bryant, President and
Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
President, Chief Executive
/s/ ROGER D. BRYANT Officer and Director
- ------------------------------ (Principal Executive February 11, 1998
(Roger D. Bryant) Officer)
Executive Vice President,
Chief Financial Officer
/s/ PHILIP M. PARSONS and Director (Principal
- ------------------------------ Financial Officer and February 11, 1998
(Philip M. Parsons) Principal Accounting
Officer)
/s/ DEBRA L. BURGESS Executive Vice President,
- ------------------------------ Chief Operating Officer February 11, 1998
(Debra L. Burgess) and Director
/s/ ROBERT M. FIDLER
- ------------------------------ Director February 11, 1998
(Robert M. Fidler)
/s/ W. THOMAS RINEHART
- ------------------------------ Director February 11, 1998
(W. Thomas Rinehart)
/s/ NICK DEMARE
- ------------------------------ Director February 11, 1998
(Nick DeMare)
29
CANMAX INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
ITEM 14(A)(1) AND (2)
1. The Consolidated Financial Statements, the Notes to Consolidated Financial
Statements and Report of Ernst & Young LLP, Independent Auditors, for the fiscal
year ended October 31, 1997:
Report of Ernst & Young LLP, Independent Auditors................................ F-2
Consolidated Balance Sheets at October 31, 1997 and October 31, 1996............. F-3
Consolidated Statements of Operations for the fiscal years ended October 31,
1997, October 31, 1996 and October 31, 1995...................................... F-4
Consolidated Statements of Shareholders' Equity for the fiscal years ended
October 31, 1997, October 31, 1996 and October 31, 1995.......................... F-5
Consolidated Statements of Cash Flows for the fiscal years ended October 31,
1997, October 31, 1996 and October 31, 1995...................................... F-6
Notes to Consolidated Financial Statements....................................... F-7
2. Financial Statement Schedules
Schedules are omitted because they are not applicable or because the required
information is shown in the consolidated financial statements or notes hereto.
F-1
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Canmax Inc.
We have audited the accompanying consolidated balance sheets of Canmax Inc.
and subsidiaries as of October 31, 1997 and 1996, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
three years in the period ended October 31, 1997. 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 provide 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 Canmax Inc. and
subsidiaries at October 31, 1997 and 1996, and the consolidated results of their
operations and their cash flows for each of the three years in the period ended
October 31, 1997, in conformity with generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Dallas, Texas
December 18, 1997, except for note 16,
as to which the date is February 11, 1998
F-2
CANMAX INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
OCTOBER 31,
------------------------------
1997 1996
-------------- --------------
Current assets:
Cash............................................................................ $ 128,871 $ 908,772
Accounts receivable, less allowance for doubtful accounts of $26,900 in 1997 and
$95,207 in 1996 (note 5)...................................................... 2,751,264 2,027,288
Inventory....................................................................... 46,615 388,800
Prepaid expenses and other...................................................... 175,494 202,513
-------------- --------------
Total current assets.......................................................... 3,102,244 3,527,373
Property and equipment, net (note 6)............................................ 962,175 1,411,567
Capitalized software costs, net of accumulated amortization of $839,271 in 1997
and $607,857 in 1996.......................................................... 494,786 516,999
Intellectual property rights, net of accumulated amortization of $639,617 in
1997 and $620,173 in 1996..................................................... 30,556 50,000
Other assets.................................................................... 117,717 144,194
-------------- --------------
Total assets.................................................................. $ 4,707,478 $ 5,650,133
-------------- --------------
-------------- --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable................................................................ $ 878,241 $ 1,724,195
Accrued liabilities (note 7).................................................... 867,233 778,521
Deferred revenue................................................................ 269,404 558,122
Current portion of lease obligations............................................ 159,364 128,282
Current portion of long-term debt............................................... 35,195 34,022
Advances from shareholders (note 8)............................................. 100,000 95,765
-------------- --------------
Total current liabilities..................................................... 2,309,437 3,318,907
Lease obligations (note 9)...................................................... 127,051 169,794
Long-term debt (note 10)........................................................ 51,056 86,114
Commitments (notes 9 and 14)
Shareholders' equity (notes 4, 11 and 16)
Common stock, no par value, 44,169,100 shares authorized;
6,611,005 and 5,012,869 shares issued and outstanding in 1997 and 1996,
respectively.................................................................. 23,290,733 18,372,574
Option to purchase common stock (note 4)...................................... -- 4,861,659
Accumulated deficit........................................................... (21,065,383) (21,152,714)
Foreign currency translation adjustment....................................... (5,416) (6,201)
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Total shareholders' equity.................................................... 2,219,934 2,075,318
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Total liabilities and shareholders' equity.................................... $ 4,707,478 $ 5,650,133
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See accompanying notes.
F-3
CANMAX INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED OCTOBER 31,
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1997 1996 1995
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Revenues:
Software licenses and product revenue............................. $ 1,924,897 $ 1,901,302 $ 3,127,435
Development....................................................... 8,704,338 7,940,515 3,801,208
Service agreements................................................ 2,106,988 2,422,043 2,067,444
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12,736,223 12,263,860 8,996,087
Costs and expenses:
Cost of software licenses and product revenue..................... 772,502 1,539,646 2,342,937
Cost of development revenue....................................... 4,564,441 2,949,166 2,009,060
Customer service.................................................. 2,254,986 2,321,798 2,359,279
Product development............................................... 614,503 1,286,966 2,401,306
General and administrative........................................ 3,813,267 3,555,042 2,904,548
Sales and marketing............................................... 608,445 440,581 662,982
Interest and financing costs, net................................. 20,748 28,047 50,425
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12,648,892 12,121,246 12,730,537
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Net income (loss)................................................... $ 87,331 $ 142,614 $ (3,734,450)
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Net income (loss) per common and common equivalent share............ $ 0.01 $ 0.02 $ (0.79)
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Weighted average common and common equivalent shares outstanding.... 6,649,641 6,851,148 4,706,382
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