FORM 10-Q
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 OR 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: Commission File Number:
February 28, 2001 0-15588
CANTERBURY INFORMATION TECHNOLOGY, INC.
---------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2170505
- ------------------------------- -----------------------
(State of Incorporation) (IRS Employer Identification Number)
1600 Medford Plaza
Rt. 70 & Hartford Road
Medford, New Jersey 08055
(Address of principal executive office)
Telephone Number: (609) 953-0044
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
X Yes No
---- ----
The number of shares outstanding of the registrant's common stock
as of the date of the filing of this report: 10,726,366 shares.
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
- ------ February 28,
2001 November 30,
(Unaudited) 2000
------------ ------------
Current Assets:
Cash and cash equivalents $ 935,740 $ 885,479
Accounts receivable, net 3,225,918 4,864,456
Notes receivable - current portion 369,505 393,597
Prepaid expenses and
other assets 655,058 652,319
Inventory, principally finished goods,
at cost 160,231 202,032
Deferred income tax benefit 91,412 91,412
--------- ---------
Total Current Assets 5,437,864 7,089,295
Property and equipment
at cost, net of accumulated
depreciation and amortization
of $6,018,000 and $5,886,000 1,876,029 1,989,650
Goodwill net of accumulated
amortization of $2,940,000 and
$2,816,000 9,206,383 9,330,435
Deferred income tax benefit 1,381,251 1,508,251
Notes receivable 7,165,817 7,237,239
Investments 3,076,525 3,315,878
Other assets 786,630 713,664
----------- -----------
Total Assets $28,930,499 $31,184,412
=========== ===========
See Accompanying Notes
2
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
February 28,
2001 November 30,
(Unaudited) 2000
------------ ------------
Current Liabilities:
Accounts payable - trade $ 918,299 $ 2,277,446
Accrued expenses 473,920 655,204
Unearned revenue 998,435 860,295
Income taxes payable 84,769 129,833
Current portion, long-term
debt 1,579,207 1,346,112
----------- ------------
Total Current Liabilities 4,054,630 5,268,890
Long-term debt 78,683 678,303
Deferred income tax liability 2,834,439 3,157,118
----------- -----------
Total Liabilities 6,967,752 9,104,311
Stockholder's Equity:
Common stock, $.001 par value,
50,000,000 shares authorized;
10,685,000 issued 10,685 10,685
Additional paid in capital 22,456,731 22,456,731
Accumulated other comprehensive
income 490,564 779,244
Retained earnings 1,414,209 1,242,883
Notes receivable for capital stock (2,002,142) (2,002,142)
Less treasury shares, at cost (407,300) (407,300)
----------- -----------
Total Shareholders' Equity 21,962,747 22,080,101
----------- -----------
Total Liabilities and
Shareholders' Equity $28,930,499 $31,184,412
=========== ===========
See Accompanying Notes
3
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three-Months Ended
February 28, 2001 and February 29, 2000
---------------------------------------
(Unaudited)
2001 2000
---- ----
Service revenue $2,757,856 $2,692,402
Product revenue 3,139,446 3,261,189
---------- ----------
Total net revenue 5,897,302 5,953,591
Service costs and expenses 1,506,907 1,604,731
Product costs and expenses 2,442,531 2,711,778
---------- ----------
Total costs and expenses 3,949,438 4,316,509
Gross profit 1,947,864 1,637,082
Selling 651,342 548,867
General and administrative 1,215,856 942,928
---------- ----------
Total operating expenses 1,867,198 1,491,795
Other income/(expenses)
Interest income 176,616 166,153
Interest expense (51,815) (74,980)
Other 92,859 16,141
---------- ----------
Total other income 217,660 107,314
Income before income taxes 298,326 252,601
Provision for income taxes 127,000 96,000
---------- ----------
Net income $ 171,326 $ 156,601
========== ==========
Net income per share and
common share equivalents:
Basic net income per share $ .02 $ .02
========== ==========
Diluted net income per share $ .02 $ .02
========== ==========
Weighted average number of common
shares - basic 10,685,700 9,508,100
========== ==========
Weighted average number of common
shares - diluted 11,097,200 10,295,800
========== ==========
See Accompanying Notes
4
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000
February 28, February 29,
2001 2000
------------ ------------
(Unaudited) (Unaudited)
Operating activities:
Net income $ 171,326 $ 156,601
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 255,804 257,682
Provision for losses on accounts
receivable 36,555 13,824
Deferred income taxes 127,000 100,094
Receipt of stock for services (372,000) -
Other assets (72,972) (120,236)
Changes in operating assets, net
of acquisitions
Accounts receivable 1,601,983 (235,483)
Inventory 41,801 63,460
Prepaid expenses and other
assets (2,739) (46,692)
Income taxes (45,064) -
Accounts payable (1,359,147) (13,643)
Accrued expenses (181,284) (13,467)
Unearned revenue 138,140 24,648
---------- ---------
Net cash provided by operating
activities 339,403 186,788
---------- ---------
Investing activities:
Capital expenditures, net (18,131) (74,139)
---------- ---------
Net cash used in investing activities (18,131) (74,139)
---------- ---------
Financing activities:
Principal payments on long term
debt (366,525) ( 237,746)
Other - (50,001)
Proceeds from payments on notes
receivable 95,514 24,377
---------- ---------
Net cash used in financing activities (271,011) (263,370)
---------- ---------
Net increase/(decrease) in cash 50,261 (150,721)
Cash, beginning of period 885,479 1,060,434
---------- ---------
Cash, end of period $ 935,740 $ 909,713
========== =========
See Accompanying Notes
5
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
1. Operations and Summary of Significant Accounting Policies
---------------------------------------------------------
Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and note disclosures normally included in
annual financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted pursuant
to those rules and regulations. It is suggested that these unaudited
consolidated financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's 10-K for the year
ended November 30, 2000. In the opinion of management, all adjustments (which
consist only of normal recurring accruals) necessary to present fairly the
financial position, results of operations and cash flows of all periods
presented have been made. Quarterly results are not necessarily indicative of
results for the full year.
Description of Business
-----------------------
Canterbury Information Technology, Inc. (hereinafter referred to as "the
Registrant" or "the Company") is engaged in the business of providing
information technology products and services to both commercial and government
clients. Canterbury is comprised of six operating subsidiaries with offices
located in New Jersey, New York, Maryland, Georgia and Texas. The focus of the
Canterbury companies is to become an integral part of our clients IT solution,
designing and applying the best products and services to help them achieve a
competitive advantage and helping their employees to succeed. Our subsidiaries
offer the following technology solutions:
* systems engineering and consulting * web development
* IT contractors and permanent * technical and desktop applications
staffing training
* management training programs * records and asset management systems
* hardware sales and support * distance learning portals
* software development * industry specific portals
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the
Company and all of its subsidiaries. All material intercompany transactions
have been eliminated.
Stock Based Compensation
------------------------
The Company accounts for stock options under Accounting Principles Board
(APB) Opinion No. 25- Accounting for Stock Issued to Employees. The Company
discloses the pro forma net income and earnings per share effect as if the
Company had used the fair value method prescribed under SFAS No.123-Accounting
for Stock Based Compensation.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. The ultimate outcome and actual results could differ from
the estimates and assumptions used.
Revenue Recognition
-------------------
The Company records revenue at the time services are performed or
product is shipped.
Statement of Cash Flows
-----------------------
For purposes of the Statement of Cash Flows, cash refers solely to
demand deposits with banks and cash on hand.
Depreciation and Amortization
-----------------------------
The Company depreciates and amortizes its property and equipment for
financial statement purposes using the straight-line method over the estimated
useful lives of the property and equipment (useful lives of leases or lives of
leasehold improvements and leased property under capital leases, whichever is
shorter). For income tax purposes, the Company uses accelerated methods of
depreciation.
The following estimated useful lives are used:
Building and improvements 7 years
Equipment 5 years
Furniture and fixture 5 to 7 years
Intangible Assets
-----------------
Goodwill is being amortized over periods ranging from twenty to
twenty-five years using the straight-line method.
The Company periodically evaluates whether the remaining estimated
useful life of intangibles may warrant revision or the remaining balance of
intangibles may require adjustment generally based upon expectations of
nondiscounted cash flows and operating income.
Inventories
-----------
Inventories are stated at the lower of cost or market utilizing a first-
in, first-out method of determining cost.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Earnings Per Share
------------------
Basic earnings per share is computed using the weighted average common
shares outstanding during the year. Diluted earnings per share considers the
dilutive effect, if any, of common stock equivalents (options).
Concentration of Risk
---------------------
As previously discussed, the Company is in the business of providing
information technology services. These services are provided to a large number
of customers in various industries in the United States. The Company's trade
accounts receivable are exposed to credit risk, but the risk is limited due to
the diversity of the customer base and the customers wide geographic dispersion.
The Company performs ongoing credit evaluations of its customer's financial
condition. The Company maintains reserves for potential bad debt losses and such
bad debt losses have been within the Company's expectations.
The Company maintains cash balances at several large creditworthy banks
located in the United States. Accounts at each institution are insured by the
Federal Deposit Insurance Corporation up to $100,000. The Company does not
believe that it has significant credit risk related to its cash balance.
Reclassifications
-----------------
Certain reclassifications have been made to prior years balances in
order to conform to current presentations.
Comprehensive Income
--------------------
During the three months ended February 28, 2001 and February 29, 2000,
total comprehensive income/(loss) amounted to ($289,000) and ($98,000)
respectively. Comprehensive income consists of net income and net unrealized
gains and losses on securities available for sale, and is adjusted quarterly to
reflect current market value of these securities.
2. Segment Reporting
-----------------
The Company is organized into four operating segments and the corporate
office. The operating segments are: training and consulting, value added
hardware reseller, technical staffing and software development. Summarized
financial information for the three months ended February 28, 2001 and February
29, 2000, for each segment, is as follows:
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Value
Training Added
and Hardware Technical Software
2001 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- -------- ----------- --------- -----
Revenues $2,278,268 $3,076,403 $ 479,588 $ 63,043 $ - $ 5,897,302
Income before
taxes 201,612 393,164 (51,043) 4,749 (250,156) 298,326
Assets 8,784,263 4,392,131 1,171,235 292,809 14,290,061 28,930,499
Interest income - 4 - - 176,612 176,616
Interest expense - 33 - - 51,782 51,815
Depreciation and
amortization 111,103 9,402 5,682 5,852 123,765 255,804
Value
Training Added
and Hardware Technical Software
2000 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- -------- ----------- --------- -----
Revenues $2,692,402 $2,891,712 $ - $369,477 $ - $ 5,953,591
Income before
taxes 200,785 286,330 - 31,622 (266,136) 252,601
Assets 8,255,606 4,127,803 - 275,187 14,860,092 27,518,688
Interest income - - - - 166,153 166,153
Interest expense - 19 - - 74,961 74,980
Depreciation and
amortization 134,684 8,152 - 4,500 110,346 257,682
3. Property and Equipment
----------------------
Property and equipment consists of the following:
February 28, November 30,
2001 2000
---- ----
Land, buildings and improvements $ 725,910 $ 725,910
Machinery and equipment 5,103,307 5,085,176
Furniture and fixtures 1,413,289 1,413,289
Leased property under capital leases
and leasehold improvements 651,089 651,089
---------- ----------
7,893,595 7,875,464
Less: Accumulated depreciation (6,017,566) (5,885,814)
---------- ----------
Net property and equipment $1,876,029 $1,989,650
========== ==========
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Depreciation expense for the period ended February 28, 2001 and February 29,
2000 was $132,000 and $144,000, respectively.
4. Long-Term Debt
--------------
February 28, November 30,
2001 2000
---- ----
Long-term obligations consist of:
Revolving credit line $1,519,620 $1,859,620
Capital lease obligations 138,270 164,795
---------- ----------
1,657,890 2,024,415
Less: Current maturities (1,579,207) (1,346,112)
---------- ----------
$ 78,683 $ 678,303
========== ==========
The Company's outstanding amounts owed under the term loan and credit
line with Chase Bank were refinanced in December, 1999. Under the new
agreement, the Company paid off the remaining term debt of $200,436 and agreed
to term out the $2,774,620 credit line. Monthly payments began in March of
2000, and continue until December of 2001 when the final balloon payment of
$619,620 is due and payable. Scheduled payments for fiscal 2001 total
$1,240,000.
The long term debt is secured by substantially all of the assets of the
Company and requires compliance with covenants which include: limits on
capital expenditures, certain prepayments from excess cash flow as defined and
the maintenance of certain financial ratios and amounts. The Company is
restricted by its primary lender from paying cash dividends on its common
stock.
Subsequent to February 28, 2001 the Company has paid a total of $636,205
to reduce the total bank debt from $1,519,620 to $883,415. The outstanding
debt will accrue interest at prime plus 2.0% per annum.
Aggregate maturities on long-term debt, exclusive of obligations under
capital leases, are approximately $1,336,206 in 2001, $183,414 in 2002, and $0
thereafter.
The carrying value of the long-term debt approximates its fair value.
5. Capital Leases
--------------
Capital lease obligations are for certain equipment leases which expire
through fiscal year 2003. Future required payments under capitalized leases
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
together with the present value, calculated at the respective leases' implicit
interest rate of approximately 10.5% to 14.3% at their inception.
Year ending November 30, 2001 $ 71,363
Year ending November 30, 2002 64,630
Year ending November 30, 2003 and thereafter 20,825
--------
Total minimum lease payments 156,818
Less amount representing interest (18,548)
--------
Present value of long-term obligations under capital leases $138,270
========
6. Securities Available for Sale
-----------------------------
At February 28, 2001 and November 30, 2000, the Company held investment
securities in public companies. For one of these companies, Canterbury has an
ownership interest in the aggregate of approximately 18%. Management has
estimated the fair value of this investment at February 28, 2001 and November
30, 2000 at $3,044,000 and $3,294,000, respectively, and cost at February 28,
2001 of $2,117,000. Other equity securities have a fair value of $32,000 at
February 28, 2001 and $22,000 at November 30, 2000, and a cost basis of $75,000
after impairment writedown. Management has classified these investments as
available for sale and are included in investments in the accompanying balance
sheet. The Company did not sell any available for sale securities during 2001
or 2000.
7. Related Party Transactions
--------------------------
During the first quarter the Company provided various consulting, web
development, corporate finance and administrative services for a publicly
traded organization. The value of the services performed totaled $421,240.
The services were paid for with stock of the public company. During the
second quarter the Company received 187,722 shares in full satisfaction of the
$421,240 receivable at February 28, 2001.
During 2000, the Company performed consulting and web development
services for the same publicly traded organization. The value of the services
provided during fiscal 2000 totaled $1,108,250. These services were paid for
with stock of the public company. As of November 30, 2000 the Company owned
1,013,617 shares of this organization. During the first quarter of fiscal 2001,
the Company received an additional 233,962 shares in satisfaction of a $372,000
receivable at November 30, 2000.
At February 28, 2001 and November 30, 2000, the total notes receivable
plus accrued interest for corporate officers, corporate counsel and certain
consultants totaled $2,002,000. The notes are collateralized by the common
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
stock and are reported as a contra-equity account. Interest rates range from
6% to 7%.
Item 2. Management's Discussion of Financial Condition and Results of
-------------------------------------------------------------
Operations
----------
Liquidity and Capital Resources
- -------------------------------
Working capital at February 28, 2001 was $1,355,000. This was a
decrease of $465,000 over November 30, 2000. This decrease is explained by
the following reasons: the current portion of long term debt increased by
$233,000 due to the fact that the final balloon payment of $183,414 is within
12 months of the current balance sheet date. Receivables also decreased by
over $1,600,000, while trade payables were reduced by only $1,359,000.
The Company's outstanding amounts owed under the term loan and credit
line with Chase Bank were refinanced in December, 1999. Under the new
agreement, the Company paid off the remaining term debt of $200,436 and agreed
to term out the $2,774,620 credit line. Monthly payments began in March of
2000, and continue until December of 2001 when the final balloon payment of
$183,414 is due and payable. Projected payments for fiscal 2001 total
$1,676,206.
The long term debt is secured by substantially all of the assets of the
Company and requires compliance with covenants which include: limits on
capital expenditures, certain prepayments from excess cash flow as defined and
the maintenance of certain financial ratios and amounts. The Company is
restricted by its primary lender from paying cash dividends on its common
stock.
Subsequent to February 28, 2001 the Company has paid a total of $636,205
to reduce the total bank debt from $1,519,620 to $883,415. The outstanding
debt will accrue interest at prime plus 2.0% per annum.
Management believes that positive cash flow contributions from the
Company's operating subsidiaries will be sufficient to cover cash flow
requirements for fiscal 2001. There was no material commitment for capital
expenditures as of February 28, 2001. Inflation was not a significant factor
in the Company's financial statements.
Cash flow from continuing operations for the quarter ended February 28,
2001 was $339,000. This represents an increase of $152,000 over the same
period from the prior year. Strong collection of accounts receivable were the
main reason for the good cash flow performance in the first quarter.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
MARKET RISK
The Company is subject to market risk principally arising from the
potential change in the value of its investments.
The Company's investments in equity securities at February 28, 2001 of
$3,077,000 is subject to changes in value based on changes in equity prices in
United States markets.
Results of Operations
- ---------------------
Revenues
--------
Revenues for the three months ended February 28, 2001 decreased by
$56,000 (1%) over the comparable three-month period in fiscal 2000, due
primarily to a slight reduction in product sales at USC/Canterbury Corp.
Costs and Expenses
------------------
Costs and expenses for the three months ended February 28, 2001
decreased by $367,000 (8%). This was due primarily to higher margins on
products sold in fiscal 2001 versus fiscal 2000.
Overall gross margins percentages for the quarter ended February 28,
2001 increased from 27% to 33% due to the increase in product margins for the
quarter. Favorable product mix, as well as maturing account relationships
accounted for the increase.
Selling expenses for the three months ended February 28, 2001 increased
by $103,000 (19%), over the same period in fiscal 2000. The increase was due
primarily to the selling costs associated with DMI/Canterbury Corp. and
Canterbury Consulting Group, Inc. These subsidiaries were not in existence in
the first quarter of fiscal 2000.
Other Income
------------
General and administrative expense for the first three months of fiscal
2001 increased by $273,000 (29%). $120,000 of the increase was associated
again with the inclusion of DMI/Canterbury Corp. and Canterbury Consulting
Group, Inc. in fiscal 2001. The balance of the increase related to higher
personnel related costs.
Other income for the three months ended February 28, 2001 increased by
$77,000 due to the receipt of stock for assisting in raising capital for a
related party during the first quarter.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
PART II - OTHER INFORMATION
---------------------------
Item 1 Legal Proceedings
- ------
On January 8, 2001, the Registrant filed a complaint against Allied
Consultants, Inc. and its three principals in the United States District Court,
District of New Jersey Civil Action No. 01 CV-0070 for damages allegedly caused
by these defendants in a failed acquisition negotiation based on over $85,000
spent on due diligence expenses expended on reliance of defendants' promise to
abide by certain terms and conditions, which they failed to honor. The
defendants have filed an Answer. The litigation is in its early stages, and
therefore no opinion can be expressed as to the probability of success.
Item 2 Changes in Securities
- ------
None
Item 3 Defaults Upon Senior Securities
- ------
None
Item 4 Submission of Matters to a Vote of Stock Holders
- ------
As a subsequent event, on April 6, 2001 the Executive Management, Board
of Directors and Shareholders voted to amend the Certificate of Incorporation
to change the name of the Company from Canterbury Information Technology, Inc.
to Canterbury Consulting Group, Inc. This name change will become effective
April 30, 2001.
Item 5 Other Information
- ------
None
Item 6 Exhibits and Reports on Form 8-K
- ------
(a) Exhibits: None
(b) Reports on Form 8-K:
As a subsequent event, on April 18, 2001 the Company filed an
8-K notifying that the Shareholders approved the Board of Directors decision to
amend the Certificate of Incorporation to change the Company's name from
Canterbury Information Technology, Inc. to Canterbury Consulting Group, Inc.
The Amendment to the Certificate of Incorporation was filed on April 18, 2001
and will be implemented on April 30, 2001.
FORM 10-Q
CANTERBURY INFORMATION TECHNOLOGY, INC.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CANTERBURY INFORMATION TECHNOLOGY, INC.
(Registrant)
By/s/ Stanton M. Pikus
--------------------------------------------
Stanton M. Pikus
President
(Chief Executive Officer and duly authorized signer)
By/s/ Kevin J. McAndrew
--------------------------------------------
Kevin J. McAndrew, C.P.A.
Chief Operating Officer, Executive Vice President
(Chief Financial Officer and duly authorized signer)
April 20, 2001