FORM 10-Q
---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 OR 15(d)
Of the Securities Exchange Act of 1934
For Quarter Ended: Commission File Number:
May 31, 2001 0-15588
CANTERBURY CONSULTING GROUP, INC.
---------------------------------
FORMERLY 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 offices)
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:
12,430,671 shares.
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
- -----------------------------
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
- ------
May 31,
2001 November 30,
(Unaudited) 2000
----------- ------------
Current Assets:
Cash and cash equivalents $ 1,773,085 $ 885,479
Accounts receivable, net 4,016,263 4,864,456
Notes receivable - current portion 423,084 393,597
Prepaid expenses and
other assets 163,914 652,319
Inventory, principally finished goods,
at cost 205,540 202,032
Deferred income tax benefit 91,412 91,412
---------- ----------
Total Current Assets 6,673,298 7,089,295
Property and equipment
at cost, net of accumulated
depreciation and amortization
of $6,131,000 and $5,886,000 1,046,943 1,989,650
Goodwill net of accumulated amortization
of $3,564,000 and $2,816,000 8,582,331 9,330,435
Deferred income tax benefit 2,109,786 1,508,251
Notes receivable 7,214,936 7,237,239
Investments, at market 6,214,853 3,315,878
Other assets 246,671 713,664
----------- -----------
Total Assets $32,088,818 $31,184,412
=========== ===========
See Accompanying Notes
2
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
May 31,
2001 November 30,
(Unaudited) 2000
----------- ------------
Current Liabilities:
Accounts payable - trade $ 2,139,859 $ 2,277,446
Accrued expenses 964,878 655,204
Unearned revenue 910,662 860,295
Income taxes payable - 129,833
Current portion, long-term debt 343,027 1,346,112
----------- -----------
Total Current Liabilities 4,358,426 5,268,890
Long-term debt 1,278,411 678,303
Deferred income tax liability 4,252,992 3,157,118
----------- -----------
Total Liabilities 9,889,829 9,104,311
Stockholder's Equity:
Common stock, $.001 par value, 50,000,000
shares authorized;12,454,000
and 10,685,000 shares issued 12,454 10,685
Additional paid in capital 24,607,550 22,456,731
Accumulated other comprehensive income 2,114,106 779,244
Retained earnings 18,706 1,242,883
Notes receivable for capital stock (4,146,527) (2,002,142)
Less treasury shares, at cost (407,300) (407,300)
----------- -----------
Total Shareholders' Equity 22,198,989 22,080,101
----------- -----------
Total Liabilities and Shareholders' Equity $32,088,818 $31,184,412
=========== ===========
See Accompanying Notes
3
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three months ended Six months ended
May 31, May 31,
------------------ ----------------
(Unaudited) (Unaudited)
2001 2000 2001 2000
---- ---- ---- ----
Service revenue $2,884,128 $3,001,272 $ 5,641,984 $ 5,693,674
Product revenue 3,548,576 3,007,862 6,688,022 6,269,051
---------- ---------- ----------- -----------
Total net revenue 6,432,704 6,009,134 12,330,006 11,962,725
Service cost and expenses 1,729,545 1,752,941 3,236,452 3,357,672
Product cost and expenses 3,085,470 2,600,564 5,528,001 5,312,342
---------- ---------- ----------- -----------
Total cost and expenses 4,815,015 4,353,505 8,764,453 8,670,014
Gross profit 1,617,689 1,655,629 3,565,553 3,292,711
Selling 698,427 482,948 1,349,769 1,031,815
General and administrative 2,537,660 1,109,678 3,753,516 2,052,606
---------- ---------- ----------- -----------
Total operating expenses 3,236,087 1,592,626 5,103,285 3,084,421
Other income/(expenses)
Interest income 216,389 165,115 393,005 331,268
Interest expense (41,013) (87,294) (92,828) (162,274)
Other (412,481) 472,423 (319,622) 488,564
---------- ---------- ----------- -----------
Total other income (237,105) 550,244 (19,445) 657,558
Income (loss) before income
taxes (1,855,503) 613,247 (1,557,177) 865,848
Provision (benefit) for income
Taxes (460,000) 242,000 (333,000) 338,000
---------- ---------- ----------- -----------
Net income (loss) $(1,395,503) $ 371,247 $(1,224,177) $ 527,848
========== ========== =========== ===========
Net income (loss) per share and
common share equivalents:
Basic net income (loss) per
share $ (.12) $ .04 $ (.11) $ .06
======== ======= ========= ======= Diluted net income (loss)
per share $ (.12) $ .04 $ (.11) $ .05
======== ======= ========= ======= Weighted average number of
common shares - basic 11,518,600 9,655,500 11,109,000 9,582,200
========== ========= ========== =========
Weighted average number of
common shares - diluted 11,803,500 10,418,200 11,393,800 10,356,000
========== ========== ========== ==========
See Accompanying Notes
4
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MAY 31, 2001 AND MAY 31, 2000
May 31, May 31,
2001 2001
----------- -----------
(Unaudited) (Unaudited)
Operating activities:
Net income (loss) $(1,224,177) $ 527,848
Adjustments to reconcile net income, (loss) to
net cash provided by operating activities:
Depreciation and amortization 1,001,816 528,745
Provision for losses on accounts receivable 291,153 47,674
Deferred income taxes (351,535) 344,517
Loss on sale of land 317,204 -
Receipt of stock for services (793,240) -
401(k) contributions 83,362 59,498
Other assets 466,456 (595,705)
Changes in operating assets, net of acquisitions
Accounts receivable 557,040 (738,910)
Inventory (3,508) (183,784)
Prepaid expenses and other assets 288,406 41,543
Income taxes (129,833) -
Accounts payable (137,587) 672,768
Accrued expenses 310,052 124,678
Unearned revenue 50,367 (163,655)
----------- ----------
Net cash provided by operating activities 725,976 665,217
----------- ----------
Investing activities:
Proceeds form sale of land 399,734 -
Capital expenditures (27,943) (135,147)
----------- ----------
Net cash provided by/(used in) investing
activities 371,791 (135,147)
----------- ----------
Financing activities:
Principal payments on long term debt (1,902,977) (580,407)
Other - (50,001)
Proceeds from long term debt 1,500,000 38,300
Proceeds from payments on notes receivable 192,816 172,201
----------- ----------
Net cash used in financing activities (210,161) (419,907)
----------- ----------
Net increase in cash 887,606 110,163
Cash, beginning of period 885,479 1,060,434
----------- ----------
Cash, end of period $1,773,085 $1,170,597
=========== ==========
See Accompanying Notes
5
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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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 Consulting Group, Inc., formerly 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.
6
FORM 10-Q
CANTERBURY CONSULTING GROUP, 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 the
product is delivered and accepted by the customer.
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
discounted 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.
7
FORM 10-Q
CANTERBURY CONSULTING GROUP, 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.
Comprehensive Income
--------------------
During the three months ended May 31, 2001 and May 31, 2000, net
comprehensive income/(loss) amounted to $1,624,000 and ($526,000) respectively.
For the six months ended May 31, 2001 and May 31, 2000, net comprehensive
income (loss) amounted to $1,335,000 and ($618,000) 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 and six months ended May 31, 2001
and May 31, 2000, for each segment, is as follows:
8
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
For the six months ended May 31,
Value
Training Added
and Hardware Technical Software
2001 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- -------- ----------- --------- -----
Revenues $4,812,088 $6,560,599 $829,896 $127,423 $ - $12,330,006
Income before
taxes 94,875 576,029 (176,759) 7,212 (2,058,534) (1,557,177)
Interest income - - - - 393,005 393,005
Interest expense 11,175 33 - - 81,620 92,828
Depreciation and
amortization 221,485 6,962 11,492 12,886 748,991 1,001,816
Value
Training Added
and Hardware Technical Software
2000 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- -------- ----------- --------- -----
Revenues $5,693,674 $6,154,486 $ - $114,565 $ - $11,962,725
Income before
taxes 546,458 427,685 - 2,354 (110,649) 865,848
Interest income - - - - 331,268 331,268
Interest expense - 37 - - 162,237 162,274
Depreciation and
amortization 272,631 20,732 - 10,733 224,649 528,745
For the three months ended May 31,
Value
Training Added
and Hardware Technical Software
2001 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- -------- ----------- --------- -----
Revenues $2,533,820 $3,484,196 $350,308 $ 64,380 $ - $6,432,704
Income before
taxes (106,737) 182,865 (125,715) 2,463 (1,808,379) (1,855,503)
Interest income - - - - 216,389 216,389
Interest expense 11,175 - - - 29,838 41,013
Depreciation and
amortization 110,382 2,440 5,810 7,034 620,346 746,012
Value
Training Added
and Hardware Technical Software
2000 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- -------- ----------- --------- -----
Revenues $2,684,272 $3,262,774 - $62,088 $ - $6,009,134
Income before
taxes 345,673 141,355 - (29,268) 155,487 613,247
Interest income - - - - 165,115 165,115
Interest expense - 18 - - 87,276 87,294
Depreciation and
amortization 137,947 12,580 - 6,233 118,803 275,563
9
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
3. Property and Equipment
----------------------
Property and equipment consists of the following:
May 31, November 30,
2001 2000
---------- -----------
Land, buildings and improvements $ - $ 725,910
Machinery and equipment 5,099,727 5,085,176
Furniture and fixtures 1,416,235 1,413,289
Leased property under capital leases
and leasehold improvements 661,535 651,089
---------- ----------
7,177,497 7,875,464
Less: Accumulated depreciation (6,130,554) (5,885,814)
---------- ----------
Net property and equipment $1,046,943 $1,989,650
========== ==========
Depreciation expense for the period ended May 31, 2001 and May 31, 2000 was
$120,000 and $159,000, respectively.
4. Long-Term Debt
--------------
May 31, November 30,
2001 2000
---------- -----------
Long-term obligations consist of:
Term debt $1,500,000 $ -
Revolving credit line - $1,859,620
Capital lease obligations 121,438 164,795
---------- ----------
1,621,438 2,024,415
Less: Current maturities (343,027) (1,346,112)
---------- ----------
$1,278,411 $ 678,303
========== ==========
The Company's outstanding amount owed under the revolving credit line
with Chase Bank was refinanced in May, 2001 by establishing a commercial
lending relationship with Commerce Bank, N.A. As of the date of the
refinancing, approximately $883,000 was paid to Chase in full satisfaction of
the Company's outstanding obligations, out of the proceeds of a $1,500,000
five-year term loan from Commerce.
As part of the refinancing, the Company also secured a two-year $2,500,000
working capital line of credit collateralized by trade accounts receivable and
inventory. As of May 31, 2001 and through the date of this filing, there have
been no borrowings against the line. Both loans carry an interest rate of the
prime rate plus 1%.
10
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
The long term debt is secured by substantially all of the assets of the
Company and requires compliance with covenants which include the maintenance of
certain financial ratios and amounts. The Company is restricted by its primary
lender from paying cash dividends on its common stock.
Aggregate fiscal maturities on long-term debt, exclusive of obligations
under capital leases, are approximately $150,000 in 2001; $300,000 in 2002;
$300,000 in 2003; $300,000 in 2004 and $450,000 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
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 $ 51,770
Year ending November 30, 2002 64,630
Year ending November 30, 2003 and thereafter 20,825
--------
Total minimum lease payments 137,225
Less amount representing interest (15,787)
--------
Present value of long-term obligations under
capital leases $121,438
========
6. Securities Available for Sale
-----------------------------
At May 31, 2001 and November 30, 2000, the Company held investment
securities in two public companies. For one of these companies Canterbury has
an ownership interest in the aggregate of approximately 18%. The market value
of this investment at May 31, 2001 and November 30, 2000 at $6,214,800 and
$3,294,000, respectively, and cost at May 31, 2001 of $2,538,000. Another
security has a fair market value of $0 at May 31, 2001 and $22,000 at November
30, 2000, and a cost basis at May 31, 2001 of $0 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
--------------------------
Pursuant to the April 10, 2001 Board of Directors Meeting, the Registrant
sold 575,000 restricted shares of Canterbury common stock to the following
Officers and Directors as an incentive to continue and increase their efforts
on behalf of the Company:
11
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Stanton M. Pikus 200,000 Alan Manin 25,000
Kevin J. McAndrew 150,000 Paul Shapiro 25,000
Jean Z. Pikus 100,000 Stephen Vineberg 25,000
Frank A. Cappiello 50,000
These shares of restricted common stock were purchased at the National
Market Nasdaq closing price at the time of purchase with interest bearing,
recourse notes to the Company. The notes carry an interest rate of 4.0% and
are due and payable on or before April, 2006. The notes and accrued interest
are collateralized by the shares being issued. Interest will be accrued and
paid quarterly. Each recipient also has granted the Company a 15-day right of
first refusal, in any sale of these shares.
Pursuant to the May 16, 2001 Board of Directors Meeting, the Registrant
sold 750,000 restricted shares of Canterbury common stock to the following
Officers and Directors for various services:
Stanton M. Pikus 250,000 Alan Manin 40,000
Kevin J. McAndrew 150,000 Paul Shapiro 50,000
Jean Z. Pikus 75,000 Stephen Vineberg 50,000
Frank A. Cappiello 135,000
These shares of restricted common stock were purchased at the National
Market Nasdaq closing price at the time of purchase with interest bearing,
recourse notes to the Company. The notes carry an interest rate of 4.0% and
are due and payable on or before May, 2006. The notes and accrued interest are
collateralized by the shares being issued. Interest will be accrued and paid
quarterly. Each recipient also has granted the Company a 15-day right of first
refusal, in any sale of these shares. The principal and interest for both
sales may be paid in cash or the transfer of stock valued at 100% of the then
current market price of any publicly traded company. There is no prepayment
penalty on either principal or interest payments.
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 May 31, 2001 the total notes receivable plus accrued interest for
corporate officers, directors, corporate counsel and certain consultants
totaled $4,146,500. The recourse notes are collateralized by the common stock
and are reported as a contra-equity account. Interest rates range from 4.0% to
7.0%.
During the quarter, certain officers and directors of the Company
purchased a 33% ownership interest in a limited liability corporation which
owns 100% of the stock of a corporation which has notes payable to the Company
in the amount of $4,890,960 at May 31, 2001.
12
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Item 2. Management's Discussion of Financial Condition and Results of Operations
- --------------------------------------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
Working capital at May 31, 2001 was $2,315,000, an increase of $495,000
over November 30, 2000. This increase was primarily the result of the bank
refinancing completed during May, 2001. The Company was able to replace Chase
Manhattan as its primary lender, and establish new and expanded credit
facilities with Commerce Bank, N.A. As of the date of the refinancing,
approximately $883,000 was paid to Chase, in full satisfaction of the Company's
outstanding obligations, out of the proceeds of a $1,500,000 five-year term
loan from Commerce.
The improved terms of the new loan greatly enhanced the current ratio of
the Company, reducing current maturities of long term debt by over $1,000,000
from the year end, and over $1,200,000 from February 28, 2001.
As part of the refinancing, the Company also secured a $2,500,000 two-year
working capital line of credit collateralized by trade accounts receivable and
inventory. As of July 15, 2001 there have been no borrowing against the line.
The long term debt is secured by substantially all of the assets of the
Company and requires compliance with covenants which include maintenance of
certain financial ratios and amounts. The Company is restricted by its primary
lender from paying cash dividends on its common stock.
Management believes that positive cash flow contributions from the
Company's operating subsidiaries and the availability from the line of credit
will be sufficient to cover cash flow requirements for fiscal 2001. There was
no material commitment for capital expenditures as of May 31, 2001. Inflation
was not a significant factor in the Company's financial statements.
Cash flow from continuing operations for the six months ended May 31, 2001
was $726,000. This represents an increase of $61,000 over the same period from
the prior year. Strong collection of accounts receivable was the main reason
for the improved cash flow performance.
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 May 31, 2001 of
$6,215,000 is subject to changes in value based on changes in equity prices in
United States markets.
13
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Results of Operations
- ---------------------
Revenues
--------
Revenues for the three months ended May 31, 2001 increased by $424,000
(7%) over the comparable three-month period in fiscal 2000, due primarily to an
increase in product sales at USC/Canterbury Corp. For the six months ended May
31, 2001, revenues increased by $367,000 (3%) due again primarily to higher
product sales from USC/Canterbury.
Costs and Expenses
------------------
Costs and expenses for the three months ended May 31, 2001 increased by
$462,000 (11%). This was due primarily to higher sales volume on products sold
in fiscal 2001 versus fiscal 2000. The $94,000 (1%) increase for the six
months ended May 31, 2001 was also due to the USC/Canterbury operations.
Overall gross margins percentages for the quarter ended May 31, 2001
decreased from 28% to 25% due to the increase in product sales versus service
revenues for the period. Overall gross margins percentages for the six months
ended May 31, 2001 increased from 28% to 29% due to the increase in overall
product margins for the six month period.
Selling expenses for the six months ended May 31, 2001 increased by
$318,000 (31%), over the same period in fiscal 2000. The increase was due
primarily to the significant selling costs associated with DMI/Canterbury Corp.
This subsidiary was not acquired until August, 2000 and hence was not included
in the results of operations for the period ended May 31, 2000.
General and administrative expense for the quarter increased by $1,428,000
(129%). There were a number of non-recurring charges made during the second
quarter of fiscal 2001. $500,000 of the goodwill associated with the purchase
of DMI/Canterbury last year was written off. This was done in response to the
softening of the technical recruiting market caused by the recent downturn in
dot-coms and other technology-based companies. The reserve for potential
losses on accounts receivables was increased by $255,000, again in light of the
weakened economy, especially in the technology sector. No direct charges
against this reserve have yet been made. Unamortized debt issuance cost of
$72,000 from the previous Chase debt was charged to expense. Other non-
recurring accruals and write-offs totaling approximately $300,000 were also
recorded during the second quarter. The six month increase in general and
administrative expense of $1,701,000 (83%) can also be attributed primarily to
the aforementioned non-recurring charges.
The inclusion of expenses related to DMI/Canterbury for the three and six
months ended May 31, 2001 also contributed to the increase in expenses.
DMI/Canterbury was not acquired until the third quarter of fiscal 2000, and
hence no expenses associated with this subsidiary were included in the previous
years first or second quarters.
14
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Other Income
- ------------
Interest income increased by $51,000 (31%) and $62,000 (19%) for the
three- and six-month periods ended May 31, 2001, respectively, versus the same
periods from fiscal 2000 due to the interest generated from the notes
receivable for capital stock purchases made over the past year.
Interest expense decreased for both the three- and six-month periods
ended May 31, 2001 as compared to the previous year due to the significant
reduction in outstanding bank debt over the past year. The three-month
decrease of $46,000 (53%) and the six-month reduction of $69,000 (43%) are
directly attributed to the aggressive paydown of bank debt to Chase Manhattan
Bank. The total reduction from May 31, 2000 to May 31, 2001 totaled
$1,632,000. The remaining Chase debt of $883,000 was paid off as part of the
refinancing with Commerce Bank, which occurred in May, 2001.
Other expense of $412,000 for the three months ended May 31, 2001 was the
result of a loss generated by the sale of the Bedminster property of $317,000.
The Company sold the property, net of expenses for $400,000. The carrying
value of the property had been $725,000. The other significant component
contributing to the net expense of $412,000 was a $75,000 impairment writedown
of a security available for sale. The carry value of the security is now $0.
Net income for the three months ended May 31, 2001 decreased by
$1,767,000 due primarily to the aforementioned noncash, nonrecurring charges
which occurred during the quarter. For the six months ended May 31, 2001, net
income decreased $1,752,000 for the same reason.
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
15
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Item 4 Submission of Matters to a Vote of Stock Holders
- ------
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 became effective on 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:
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 was implemented on
April 30, 2001.
On June 11, 2001 the Company filed an 8-K notifying that the Board
of Directors resolved that Kevin J. McAndrew, Canterbury's former Executive
Vice President, has been appointed President and Chief Executive Officer and
will continue as Chief Financial Officer. Stanton M. Pikus, Canterbury's former
President and Chief Executive Officer, would remain an employee of Canterbury
on a full-time basis and would continue on with his duties as Chairman of the
Board.
16
FORM 10-Q
CANTERBURY CONSULTING GROUP, 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 CONSULTING GROUP, INC.
---------------------------------
(Registrant)
By:/s/ Kevin J. McAndrew
---------------------------------
Kevin J. McAndrew
President and Chief Executive Officer
(Chief Financial Officer and duly
authorized signer)
July 23, 2001
17