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:
August 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
------
August 31,
2001 November 30,
(Unaudited) 2000
----------- ------------
Current Assets:
Cash and cash equivalents $ 2,042,025 $ 885,479
Accounts receivable, net 3,591,446 4,864,456
Notes receivable - current portion 419,789 393,597
Prepaid expenses and
other assets 188,963 652,319
Inventory, principally finished goods,
at cost 372,121 202,032
Deferred income tax benefit 91,412 91,412
---------- ----------
Total Current Assets 6,705,756 7,089,295
Property and equipment
at cost, net of accumulated
depreciation and amortization
of $3,276,000 and $5,886,000 962,780 1,989,650
Goodwill net of accumulated amortization
of $3,688,000 and $2,816,000 8,458,279 9,330,435
Deferred income tax benefit 2,109,785 1,508,251
Notes receivable 7,113,905 7,237,239
Investments, at market 2,727,072 3,315,878
Other assets 257,499 713,664
----------- -----------
Total Assets $28,335,166 $31,184,412
=========== ===========
See Accompanying Notes
2
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
August 31,
2001 November 30,
(Unaudited) 2000
----------- ------------
Current Liabilities:
Accounts payable - trade $ 1,716,073 $ 2,277,446
Accrued expenses 631,399 655,204
Unearned revenue 843,973 860,295
Income taxes payable - 129,833
Current portion, long-term debt 297,934 1,346,112
----------- -----------
Total Current Liabilities 3,489,379 5,268,890
Long-term debt 1,228,411 678,303
Deferred income tax liability 3,024,961 3,157,118
----------- -----------
Total Liabilities 7,742,751 9,104,311
Stockholder's Equity:
Common stock, $.001 par value, 50,000,000
shares authorized;12,431,000
and 10,685,000 shares issued 12,431 10,685
Additional paid in capital 24,607,548 22,456,731
Accumulated other comprehensive income 111,325 779,244
Retained earnings 474,921 1,242,883
Notes receivable for capital stock (4,206,533) (2,002,142)
Less treasury shares, at cost (407,277) (407,300)
----------- -----------
Total Shareholders' Equity 20,592,415 22,080,101
----------- -----------
Total Liabilities and Shareholders' Equity $28,335,166 $31,184,412
=========== ===========
See Accompanying Notes
3
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three months ended Six months ended
August 31, August 31,
------------------ ----------------
(Unaudited) (Unaudited)
2001 2000 2001 2000
---- ---- ---- ----
Service revenue $2,712,356 $3,375,756 $ 8,354,340 $ 9,069,430
Product revenue 5,374,279 6,136,621 12,062,301 12,405,672
---------- ---------- ----------- -----------
Total net revenue 8,086,635 9,512,377 20,416,641 21,475,102
Service cost and expenses 1,552,583 1,876,288 4,789,035 5,233,960
Product cost and expenses 4,363,403 5,228,184 9,891,404 10,540,526
---------- ---------- ----------- -----------
Total cost and expenses 5,915,986 7,104,472 14,680,439 15,774,486
Gross profit 2,170,649 2,407,905 5,736,202 5,700,616
Selling 654,972 641,890 2,004,741 1,673,705
General and administrative 933,019 1,202,810 4,686,535 3,255,416
---------- ---------- ----------- -----------
Total operating expenses 1,587,991 1,844,700 6,691,276 4,929,121
Other income/(expenses)
Interest income 225,113 194,941 618,118 526,209
Interest expense (35,356) (69,363) (128,184) (231,637)
Other (14,200) 9,317 (333,822) 497,881
---------- ---------- ----------- -----------
Total other income 175,557 134,895 156,112 792,453
Income (loss) before income
taxes 758,215 698,100 (798,962) 1,563,948
Provision (benefit) for income
Taxes 302,000 272,000 (31,000) 610,000
---------- ---------- ----------- -----------
Net income (loss) $ 456,215 $ 426,100 $ (767,962)$ 953,948
========== ========== =========== ===========
Net income (loss) per share and
common share equivalents:
Basic net income (loss) per
share $ .04 $ .04 $ (.07) $ .10
======== ======= ========= ======= Diluted net income (loss)
per share $ .04 $ .04 $ (.07) $ .09
======== ======= ========= ======= Weighted average number of
common shares - basic 12,439,500 10,345,400 11,529,700 9,840,000
========== ========== ========== ==========
Weighted average number of
common shares - diluted 12,706,700 11,320,800 11,796,900 10,800,700
========== ========== ========== ==========
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
August 31, August 31,
2001 2001
----------- -----------
(Unaudited) (Unaudited)
Operating activities:
Net income (loss) $ (767,962) $ 953,948
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 1,223,907 766,867
Provision for losses on accounts receivable 177,103 47,674
Deferred income taxes (31,000) 616,517
Loss on sale of land and vehicles 324,455 -
Receipt of stock for services (793,240) -
401(k) contributions 83,362 59,498
Other assets 111,217 (785,160)
Changes in operating assets, net of acquisitions
Accounts receivable 1,095,907 (2,322,529)
Inventory (170,089) (432,469)
Prepaid expenses and other assets 463,356 86,140
Income taxes (129,833) -
Accounts payable (561,373) 1,801,881
Accrued expenses (23,805) (107,716)
Unearned revenue (16,322) (197,413)
----------- ----------
Net cash provided by operating activities 985,683 487,238
----------- ----------
Investing activities:
Proceeds form sale of land 399,734 -
Capital expenditures (27,943) (96,453)
----------- ----------
Net cash provided by/(used in) investing
activities 371,791 (96,453)
----------- ----------
Financing activities:
Principal payments on long term debt (1,998,070) (942,374)
Other - (50,001)
Proceeds from long term debt 1,500,000 38,300
Proceeds from payments on notes receivable 297,142 270,152
----------- ----------
Net cash used in financing activities (200,928) (683,923)
----------- ----------
Net increase in cash 1,156,546 (293,138)
Cash, beginning of period 885,479 1,060,434
----------- ----------
Cash, end of period $2,042,025 $ 767,296
=========== ==========
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 five 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
-------------------
Staff Accounting Bulletin #101 (SAB 101) was recently issued by the
SEC. SAB 101 states that revenue recognition cannot occur until the earnings
process is complete, evidenced by an agreement between the Company and the
customer, there has been delivery and acceptance, collectibility is probable,
and pricing is fixed and determinable. If significant obligations remain
after delivery, revenue is deferred until such obligations are fulfilled.
The Company had followed these principles of revenue recognition prior to the
implementation of SAB 101. Therefore, SAB 101 has had no impact on revenue
reporting. Product revenue represents sales of computer hardware and
software. In general, the Company is involved in determining the nature,
type, and specifications of the products ordered by the customer. The
Company also provides training, consulting and technical staffing to
customers under separate consulting and service contracts. Revenues from
these consulting and service contracts are recognized as services are
rendered over the contract or service period.
Statement of Cash Flows
-----------------------
For purposes of the Statement of Cash Flows, cash refers solely to
demand deposits with banks and cash on hand.
Valuation of Long Lived Assets
------------------------------
The Company evaluates its long lived assets by measuring the carrying
amount of the assets against the estimated undiscounted future cash flows
associated with them. If such evaluations indicate that the future
undiscounted cash flows of certain long lived assets are not sufficient to
recover the carrying value of such assets, the assets are adjusted to their
fair values.
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.
7
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
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.
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 August 31, 2001 and August 31, 2000, net
comprehensive loss amounted to ($1,547,000) and ($98,000) respectively. For
8
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
the nine months ended August 31, 2001 and August 31, 2000, net comprehensive
loss amounted to ($1,436,000) and ($716,000) 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.
Recent Accounting Pronouncements
--------------------------------
The Financial Accounting Standards Board ("FASB") recently issued
Statement of Financial Accounting Standard No. 141 ("SFAS 141"), "Business
Combinations", and Statement of Financial Accounting Standard No. 142 ("SFAS
No. 142"), "Goodwill and Intangible Assets". SFAS No. 141 is effective for
all business combinations completed after June 30, 2001. SFAS No. 142 is
effective for fiscal years beginning after December 15, 2001 with early
adoption permitted for fiscal years beginning after March 15, 2001. However,
certain provisions of SFAS 142 apply to goodwill and other intangible assets
acquired between July 1, 2001 and the effective date of SFAS 142. Major
provisions of these Statements are as follows:
1) All business combinations initiated after June 30, 2001 must use the
purchase method of accounting. The pooling of interest method of
accounting is prohibited except for transactions initiated before
July 1, 2001.
2) Intangible assets acquired in a business combination must be
recorded separately from goodwill if they arise from contractual or
other legal rights or are separable from the acquired entity and can
be sold, transferred, licensed, rented, or exchanged, either
individually or as part of a related contract, asset, or liability.
3) Goodwill, as well as intangible assets with indefinite lives,
acquired after June 30, 2001, will not be amortized. Effective with
the adoption of SFAS 142, all previously recognized goodwill and
intangible assets with indefinite lives will no longer be subject to
amortization.
4) Effective with the adoption of SFAS 142, goodwill and intangible
assets with indefinite lives will be tested for impairment annually
and whenever there is an impairment indicator.
5) All acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting.
As of this date, the Company has not determined whether an early
adoption of SFAS 142 will be effected at December 1, 2001 or whether the
general effective date of December 1, 2002 will be used. Goodwill is
currently being amortized at approximately $ 480,000 annually. The Company
is currently evaluating the provisions of SFAS 142 and has not yet determined
9
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
the effect that the adoption of this standard will have on its financial
statements.
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 nine months ended August 31,
2001 and August 31, 2000, for each segment, is as follows:
For the nine months ended August 31,
Value
Training Added
and Hardware Technical Software
2001 Consulting Reseller Staffing Development Corporate Total
---- ---------- -------- -------- ----------- --------- -----
Revenues $7,030,789 $11,959,717 $1,210,366 $215,769 $ - $20,416,641
Income before
taxes 356,005 1,223,520 (202,092) 12,189 (2,188,584) (798,962)
Interest income - - - - 618,118 618,118
Interest expense 15,820 2,538 - - 109,826 128,184
Depreciation and
amortization 288,447 32,693 16,889 14,011 871,867 1,223,907
Value
Training Added
and Hardware Technical Software
2000 Consulting Reseller Staffing Development Corporate Total
---- ---------- -------- -------- ----------- --------- -----
Revenues $9,061,087 $12,110,847 $ - $303,168 $ - $21,475,102
Income before
taxes 999,746 984,071 - 9,165 (429,034) 1,563,948
Interest income - - - - 526,209 526,209
Interest expense - 37 - - 231,600 231,637
Depreciation and
amortization 376,049 29,252 - 14,920 346,646 766,867
For the three months ended August 31,
Value
Training Added
and Hardware Technical Software
2001 Consulting Reseller Staffing Development Corporate Total
---- ---------- -------- -------- ----------- --------- -----
Revenues $2,218,701 $ 5,399,118 $ 380,470 $ 88,346 $ - $ 8,086,635
Income before
taxes 261,130 647,491 (25,333) 4,977 (130,050) 758,215
Interest income - - - - 225,113 225,113
Interest expense 4,645 2,505 - - 28,206 35,356
Depreciation and
amortization 66,962 25,731 5,397 1,125 122,876 222,091
10
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Value
Training Added
and Hardware Technical Software
2000 Consulting Reseller Staffing Development Corporate Total
---- ---------- -------- -------- ----------- --------- -----
Revenues $3,367,413 $ 5,956,361 - $188,603 $ - $ 9,512,377
Income before
taxes 453,288 556,386 - 6,811 (318,385) 698,100
Interest income - - - - 194,941 194,941
Interest expense - - - - 69,363 69,363
Depreciation and
amortization 103,418 8,520 - 4,187 121,997 238,122
3. Property and Equipment
----------------------
Property and equipment consists of the following:
August 31, November 30,
2001 2000
---------- -----------
Land, buildings and improvements $ - $ 725,910
Machinery and equipment 3,384,590 5,085,176
Furniture and fixtures 567,502 1,413,289
Leased property under capital leases
and leasehold improvements 286,983 651,089
---------- ----------
4,239,075 7,875,464
Less: Accumulated depreciation (3,276,205) (5,885,814)
---------- ----------
Net property and equipment $ 962,870 $1,989,650
========== ==========
Depreciation expense for the three months ended August 31, 2001 and August
31, 2000 was $105,000 and $123,000, respectively.
4. Long-Term Debt
--------------
August 31, November 30,
2001 2000
---------- -----------
Long-term obligations consist of:
Term debt $ - $ -
Revolving credit line 1,425,000 $1,859,620
Capital lease obligations 101,345 164,795
---------- ----------
1,526,345 2,024,415
Less: Current maturities (297,934) (1,346,112)
---------- ----------
$1,228,411 $ 678,303
========== ==========
11
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
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. Through the date of this filing, $1,500,000 was
borrowed in conjunction with the acquisition of User Technology Services,
Inc. ("Usertech") on September 28, 2001. Both loans carry an interest rate
of the prime rate plus 1%.
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 $75,000 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 $ 29,065
Year ending November 30, 2002 64,630
Year ending November 30, 2003 and thereafter 20,825
--------
Total minimum lease payments 114,520
Less amount representing interest (13,175)
--------
Present value of long-term obligations under
capital leases $101,345
========
6. Securities Available for Sale
-----------------------------
At August 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
12
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
of this investment at August 31, 2001 and November 30, 2000 was $2,727,000
and $3,294,000, respectively, and cost at August 31, 2001 of $2,538,000.
Another security has a fair market value of $0 at August 31, 2001 and $22,000
at November 30, 2000, and a cost basis at August 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
--------------------------
At August 31, 2001 the total notes receivable plus accrued interest for
corporate officers, directors, corporate counsel and certain consultants
totaled $4,206,000. 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 second 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 $4,833,228 at August 31, 2001.
8. Subsequent Event
----------------
On September 28, 2001, the Company completed the acquisition of User
Technology Services, Inc. ("Usertech") with an effective date of September 1,
2001. The purchase of 100% of the outstanding shares of Usertech common
stock was accounted for using the purchase method of accounting. The Company
paid $2,350,000 in cash; $1,200,000 in notes payable over three years, plus
the assumption of $851,000 in liabilities.
Usertech provides e-learning support, Enterprise Resource Planning
(ERP) and Customer Retaionship Management (CRM) planning, implementation and
training, as well as post implementation support, for clients who have
installed Peoplesoft, SAP and Oracle software. Proprietary software packages
are also supported through a national network of skilled consultants.
Item 2. Management's Discussion of Financial Condition and Results of Operations
--------------------------------------------------------------------------------
Liquidity and Capital Resources
-------------------------------
Working capital at August 31, 2001 was $3,216,000, an increase of
$1,396,000 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
13
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
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.
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 October 15, 2001, $1,500,000 was borrowed in
conjunction with the acquisition of Usertech on September 28, 2001.
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 August 31, 2001.
Inflation was not a significant factor in the Company's financial statements.
Cash flow from continuing operations for the nine months ended August
31, 2001 was $986,000. This represents an increase of $499,000 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 August 31, 2001 of
$2,727,000 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 August 31, 2001 decreased by
$1,425,000 (14%) over the comparable three-month period in fiscal 2000, due
primarily to a decrease in product sales at USC/Canterbury Corp. caused by
delays in distributor assembly and the temporary delay of several large
orders into Sepember. For the nine months ended August 31, 2001, revenues
decreased by $1,058,000 (4%) due again primarily to lower product sales from
USC/Canterbury.
14
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
The tragic events of September 11, 2001 in New York City and
Washington, D.C. have had an immediate and profound impact on the Company's
business dealings in these two markets. There have been significant
cancellations of training programs due to the loss of property and life, as
well as the uncertainty surrounding the general business environment in the
metro New York City area. There has also been a major slow down in new
business bookings since the attack. Revenue projections for the next several
months are very difficult to determine as many customers who were directly
and indirectly effected by the terrorist bombing try to cope with their own
business priorities of regrouping and moving forward.
The Company has filed a business interruption insurance claim to assist
in offsetting some of the negative impact on the Company's financial
condition. It is Management's belief that the Company will be able to
withstand the negative financial impact caused by the events of September 11,
2001 through the combination of insurance proceeds, existing business
opportunities with clients not effected by the disaster, the recent
acquisition of Usertech (with a more national client base) and our ability to
assist many of our clients in New York City, through staff augmentation,
technical training and technical services.
Costs and Expenses
------------------
Costs and expenses for the three months ended August 31, 2001 decreased
by $1,188,000 (16%). This was due primarily to lower sales volume on
products sold in fiscal 2001 versus fiscal 2000. The $1,094,000 (6%)
decrease for the nine months ended August 31, 2001 was also due to the
USC/Canterbury operations.
Overall gross margins percentages for the quarter ended August 31, 2001
increased from 25% to 26% due to the increase in service sales versus product
revenues for the period. Overall gross margins percentages for the nine
months ended August 31, 2001 increased from 26% to 28% due to the increase in
overall product margins for the nine-month period.
Selling expenses for the nine months ended August 31, 2001 increased by
$331,000 (19%), 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 August 31, 2000.
General and administrative expense for the quarter decreased by
$269,000 (22%). Reduction in support staff and lower bad debt expense are
the major factors resulting in this quarterly decrease. For the nine months
ended Augsut 31, 2001, general and administrative expense increased by
$1,431,000 (43%) due to a number of non-recurring charges made during the
second quarter of fiscal 2001 totalling approximately $1,127,000.
15
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Other Income\Expense
--------------------
Interest income increased by $30,000 (15%) and $92,000 (17%) for the
three- and nine-month periods ended August 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 nine-month periods
ended August 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 $34,000 (49%) and the nine-month reduction of $104,000 (44%) are
directly attributed to the aggressive paydown of bank debt to Chase Manhattan
Bank. 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 $334,000 for the nine months ended August 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.
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. Arbitration has been scheduled for November 2001.
There are no further developments to report at this time.
Item 2 Changes in Securities
------
None
Item 3 Defaults Upon Senior Securities
------
None
Item 4 Submission of Matters to a Vote of Stock Holders
------
None
16
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
(continued)
Item 5 Other Information
------
None
Item 6 Exhibits and Reports on Form 8-K
------ (a) Exhibits: None
(b) Reports on Form 8-K:
On August 28, 2001, Canterbury executed a Stock Purchase
Agreement and effectuated a Closing with Ceridian Corporation, a Delaware
corporation, who is the sole owner of User Technology Services, Inc., a New
York corporation, whereby Canterbury acquired all of the issued and outstanding
shares of capital stock of User Technology Services Inc. from Ceridian for cash
and promissory notes.
On August 9, 2001, Ernst & Young LLP's appointment as principal
accountants was terminated and Baratz & Associates, P.A. was engaged as
principal accountants. The decision to change accountants was based on
financial considerations and was approved by the audit committee and the full
Board of Directors of the Registrant.
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.
17
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)
October 15, 2001
18