SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934:
For the fiscal year ended: November 30, 2001
Commission File Number: 0-15588
CANTERBURY CONSULTING GROUP, INC.
---------------------------------
FORMERLY CANTERBURY INFORMATION TECHNOLOGY, INC.
Pennsylvania 23-2170505
- ------------------------------- ---------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
1600 Medford Plaza, Rt. 70 & Hartford Road
Medford, New Jersey 08055
- ------------------------------------------ ---------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (609) 953-0044
--------------
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
-----------------------------
(Title of Class)
Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. YES X NO
-----
Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-K contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this 10-K. X
-----
Revenues for the most recent fiscal year were $29,043,842.
The aggregate market value of the voting stock held by non-affiliates computed
by reference to the closing price of such stock on National Market NASDAQ for
February 22, 2002 was $5,053,385.
The number of shares outstanding of the issuer's class of common equity, as of
February 22, 2002 was 12,335,424.
Documents Incorporated by Reference - Various exhibits from the Company's
Registration Statements and such other documents contained in Item 14.
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
PART I
ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
- ------------
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, Connecticut, Maryland, Ohio, Minnesota, 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:
* distance learning solutions * hardware sales and support
* customized learning solutions * software development
for ERP and CRM * web development
* systems engineering and * technical and desktop applications
consulting training
* IT contractors and permanent * records and asset management systems
staffing * industry specific portals
* management training programs * help desk and service center support
The Company was incorporated in the Commonwealth of Pennsylvania on March
19, 1981 and later qualified to do business in the State of New Jersey in
April, 1985.
The Company became a Registrant by filing and registering with the
Securities and Exchange Commission under Form S-18 which became effective on
August 20, 1986.
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.
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.
which better describes the Company's current and future business activities and
allows for a more synergistic approach to marketing all of its subsidiaries
under one umbrella. This name change became effective April 30, 2001.
NARRATIVE DESCRIPTION OF BUSINESS - TRAINING AND CONSULTING
- -----------------------------------------------------------
CUSTOMIZED ERP AND CRM LEARNING SOLUTIONS
-----------------------------------------
In September, 2001 the Company acquired User Technology Services, Inc.
(Usertech), a twenty-two year old technology consulting organization
specializing in custom learning solutions for major domestic corporations. The
2
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
business is headquartered in the Northeast, but Usertech has consultants and
account managers throughout the United States. Usertech designs, develops and
delivers customized employee training programs in support of client systems
implementations using a blend of traditional (instructor-led) and electronic
(WBT and CBT) delivery modes. The Company's primary expertise is in Enterprise
Resource Planning (ERP) and Customer Relationship Management (CRM) application
systems. Customized training for PeopleSoft, Oracle, SAP and Seibel software
installations are the cornerstone of the business. Usertech's consultants are
also proficient in various proprietary software applications that their clients
deploy.
Usertech's alliance relationships are an important component of the
company's sales and marketing program. Product and software manufacturers'
alliances speed target market penetration, improve competitive position and
generate new sales leads. With their significant resources and expertise in e-
learning delivery platforms, Canterbury's goal is to increase its distance
learning offerings in all of its corporate training business. In 2001, after
the acquisition, the Company changed the name of User Technology Services, Inc.
to Usertech/Canterbury Corp. to properly reflect its role in the Canterbury
family of training and technology businesses.
Future Plans
------------
The Company intends to expand this segment of the business in a number of
ways. First, additional sales personnel may be deployed in selected key markets
throughout the country where there is currently no Usertech/Canterbury
representation. Also, as e-learning and blended training solutions continue to
grow in popularity, Usertech/Canterbury will work to stay ahead of the curve in
its ability to design and deliver such training to its customers. In
conjunction with the expansion plans outlined above, the Company will also be
cross-marketing Usertech/Canterbury's services with its other operating
subsidiaries.
COMPUTER SOFTWARE TRAINING/SERVICES
-----------------------------------
In June 1994, the Company acquired Computer Applications Learning Center
(CALC), a New Jersey based computer software training company. Since 1983,
CALC has trained corporate workers and managers at its training centers in New
York and New Jersey and on site at Fortune 1000 corporations. During 1995, the
Company changed the name of CALC to CALC/Canterbury Corp. to more appropriately
reflect Canterbury's role in the corporate training industry. CALC/Canterbury
is a Microsoft Certified Technical Education Center, Lotus Authorized Education
Center and an authorized center for CISCO certified training as well as CAT and
VUE testing. CALC/Canterbury is authorized to provide continuing education
units (CEU's) and is an approved sponsor of Continuing Professional Education
(CPE) for CPA's in New York, New Jersey and Pennsylvania. CALC/Canterbury's
technical services division offers technology project management, software
development, hardware and software installations, web and industry specific
web site development. Through CALC Web University, CALC/Canterbury offers e-
commerce enabled, Internet-based training as well as custom designed web
delivered courses and instruction.
3
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Future Plans
------------
Although CALC/Canterbury is currently experiencing the downturn along
with other businesses in their industry, Canterbury plans to expand this line
of the business by: making specific acquisitions in the information technology
market of companies that provide complementary products and services (such as
technical services and Web-based training) to its significant customer base
established over the past eighteen years of operations; and by entering into
strategic business partnerships to allow the existing sales force to offer
multiple information technology related services and products. Over time, as
the Company's market penetration increases, the services that were
subcontracted in the past, will be developed and expanded internally. At
the same time, the Company is focused on introducing and promoting all of
Canterbury's subsidiaries' products and services to the existing client base
of CALC/Canterbury.
MANAGEMENT TRAINING
- -------------------
In September of 1993, the Company acquired Motivational Systems, Inc., a
New Jersey-based management and sales training company. Motivational Systems,
since 1970, has trained managers and sales professionals from many Fortune 1000
companies, on a national and international basis. Motivational Systems
conducts a wide variety of seminars in management and team development, selling
and negotiating, interpersonal communication, executive development,
organizational problem solving and project management. During 1995, the
Company changed the name of Motivational Systems, Inc. to MSI/Canterbury Corp.
to more appropriately reflect Canterbury's presence and role in the corporate
training industry.
Future Plans
------------
This division's planned expansion is projected to occur by extending its
current sales effort into contiguous markets adjacent to its corporate
headquarters in Northern New Jersey.
MSI/Canterbury also plans to develop, internally, new product offerings,
both consultative and on-line, for existing and potential customers, based on
their specific needs. With several consultants who are exceptional course
developers on staff, this process has already resulted in additional product
revenue streams. It is also intended to continue to introduce
MSI/Canterbury's services into our operating subsidiaries.
NARRATIVE DESCRIPTION OF BUSINESS - SOFTWARE DEVELOPMENT
- --------------------------------------------------------
In May of 1997, the Company acquired ATM Technologies, Inc. ("ATM"), a
Texas-based software consulting and development company, serving clients in
national and international markets. ATM has been in business since 1984,
specializing in PC-based tracking systems. The Company changed the name of ATM
Technologies, Inc. to ATM/Canterbury Corp. to more appropriately reflect
Canterbury's presence and role in the information technology industry.
4
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Future Plans
------------
ATM/Canterbury plans to expand by promoting and selling its document
imaging and PC-based retrieval program integrated into its MasterTrak(TM)
document tracking program using barcoding as well as rolling out Radio
Frequency Identification (RFID) software technology. The document imaging
product is equipped with a touch screen PC and will allow clients with large
file rooms to utilize this hardware/software solution to reduce labor costs and
increase efficiencies. RFID is a very advanced automated data capture
technology. It speeds the collection of data and eliminates the need to read
individual barcodes. With RFID technology, no line of sight or direct contact
is required between the reader and the tag. This product has application
potential in many industries for a variety of uses. Multiple records, files or
products can be traced simultaneously. ATM has established several technology
and distribution alliances in order to get more broadband client exposure to
this product. The Company is investing in the marketing and sales of ATM's
software products both internally and externally. USC/Canterbury, our value
added reseller, is actively promoting the ATM products in the Mid-Atlantic
region as a vital technological solution to many of their clients record
tracking and recording needs. ATM is also working to expand its base of
national and international dealers and to facilitate increased awareness of
the tracking system's new imaging software developed by the company.
NARRATIVE DESCRIPTION OF BUSINESS - VALUE ADDED HARDWARE RESELLER
- -----------------------------------------------------------------
In October, 1999, the Company acquired U.S. Communications, Inc. (USC),
an Annapolis, Maryland based value added reseller of desktop and server
computer systems to state and local governments as well as commercial private
sector companies in the mid-Atlantic market. USC provides a broad range of
information technology services other than hardware procurement and
installation. Other products and services include software, consulting and
network design and management. After the acquisition, the Company changed the
name of U.S. Communications to USC/Canterbury Corp.
The Company predominately resells Hewlett-Packard personal computers and
servers as stand alone desktops, workstations and complete networks. Virtually
no inventory is maintained on site as most equipment is drop shipped to the
customer location. The consulting and network design services are becoming a
more important value added product to the customer base, as they look for a
complete solution to their information technology needs.
Future Plans
------------
This division's expansion forecast includes additional penetration into
existing governmental installations as well as pursuing governmental
municipalities in other states. USC has also expanded its sales focus to
include commercial clients. The Company is also reviewing possible
acquisition candidates in this market as well as introducing other subsidiary
products and services into their existing client base.
5
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
NARRATIVE DESCRIPTION OF BUSINESS - TECHNICAL STAFFING
- ------------------------------------------------------
In August, 2000, the Company acquired DataMosaic International, Inc., an
Atlanta, Georgia based management and systems consulting company, which
provides staffing augmentation solutions and consulting services to the
information technology industry. Short term and long term contracting along
with permanent placement and project management of IT professionals is provided
to mid-sized and Fortune 1000 corporations for: technical leaders and
specialists, senior programming analysts, programmers, systems support and
administration specialists experienced in networking, data communications,
LAN/WAN, SQA/testing and technical writing. After the acquisition, the Company
changed the name of DataMosaic International to DMI/Canterbury Corp. (DMI).
DMI has also expanded its office presence to Parsippany, New Jersey.
Both offices work together in offering technical recruitment and contracting on
a national basis both over the Internet and in conjunction with existing
Canterbury subsidiaries and affiliates. DMI is also an internal resource,
assisting all Canterbury subsidiaries in recruitment of potential employees.
MERGER/ACQUISITION PROGRAM
- --------------------------
Canterbury is actively seeking acquisitions of other profitable
technology companies within our core competencies:
* Distance learning development
* Technical systems design, development, integration and consulting
* Hardware sales and support
* Technical recruitment and staff augmentation
* Internet and intranet consulting, development and implementation
BUSINESS MODEL - INFORMATION TECHNOLOGY SERVICES
+----------------------------------------------------------------------------------+
| Computer and | Systems | | Internet and |
| Software | Integrators | Network and | Intranet |
| Consulting | --- | Systems Developers | Consultants, |
| CALC/Canterbury | Hardware/ | and Installers | Developers and |
| USC/Canterbury | Software Sales | CALC/Canterbury | Providers |
| ATM/Canterbury | CALC/Canterbury | USC/Canterbury | CALC/Canterbury |
| Usertech/Canterbury | USC/Canterbury | | USC/Canterbury |
| | ATM/Canterbury | | Usertech/Canterbury |
+----------------------------------------------------------------------------------+
+----------------------------------------------------------------------------------+
| Technical | Training | Technical | Business to Business |
| Training | Companies | Staffing and | Portal |
| Companies | MSI/Canterbury | Recruiting | Global Online Training |
| CALC/Canterbury | CALC/Canterbury | DMI/Canterbury | Usertech/Canterbury |
| | Usertech/Canterbury | | CALC Web University |
+----------------------------------------------------------------------------------+
6
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
EMPLOYEES
- ---------
As of November 30, 2001, the Company, including all subsidiaries, had 218
employees: 170 full-time employees and 48 part-time employees. The Company
believes that the relationship with its employees is satisfactory.
ITEM 2. DESCRIPTION OF PROPERTIES
All facilities, including its administrative offices, branch locations
and sales offices, are leased. The aggregate annual rental payments under
leases will approximate $1,372,000 in Fiscal 2002.
The following table sets forth the locations of the Company including
square footage:
Square
Location Footage
- -------- -------
Canterbury Consulting Group, Inc. 4,200
1600 Medford Plaza
Medford, NJ 08055
ATM/Canterbury Corp. 3,700
16840 Barker Springs, Suite C300
Houston, TX 77084
CALC/Canterbury Corp. 23,000
500 Lanid Drive
Parsippany, NJ 07054
CALC/Canterbury Corp. 10,000
780 Third Avenue, Concourse Level One
New York, NY 10017
CALC/Canterbury Corp. 3,000
Woodbridge Place, Gill Lane at Route 1
Iselin, NJ 08830
CALC/Canterbury Corp. 7,000
55 Broadway
New York, NY 10006
DMI/Canterbury Corp. 500
2 Sun Court, Suite 300
Norcross, GA 30092
DMI/Canterbury Corp. 600
500 Lanid Drive
Parsippany, NJ 07054
MSI/Canterbury Corp. 1,800
400 Lanid Drive
Parsippany, NJ 07054
7
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Square
Location Footage
- -------- -------
USC/Canterbury Corp. 2,500
801 Compass Way, Suite 205
Annapolis, MD 21401
Usertech/Canterbury Corp. 2,400
Shore Pointe, One Selleck Street
East Norwalk, CT 06855
Usertech/Canterbury Corp. 6,700
Park 80 West, Plaza Two
Saddlebrook, NJ 07663
Usertech/Canterbury Corp. 800
8935 Old Cedar Avenue South
Minneapolis, MN 55425
Usertech/Canterbury Corp. 1,100
100 E. Campus View Blvd, Suite 155
Columbus, OH 43235
ITEM 3. LEGAL PROCEEDINGS
As previously disclosed in prior filings, the Company 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. In December, 2001 the Company accepted a cash settlement which it
believes fairly compensated them for damages incurred.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
A Special Meeting of Shareholders was held on April 6, 2001 at which time
the shareholders voted to amend the Certificate of Incorporation to change the
Company name from Canterbury Information Technology, Inc. to Canterbury
Consulting Group, Inc. At March 6, 2001, the shareholder of record date, the
number of shares outstanding was 10,673,832 and by April 6, 2001 8,342,010
votes were cast. 98% of the votes approved the proposal to change the
Company's name.
The Company's Annual Meeting was held on October 24, 2001, at which time
two matters were submitted to the Company's stockholders for a vote. The
majority of the stockholders voted for the appointment of Baratz & Associates,
P.A. as the Company's independent auditors (replacing the Company's previous
auditors) and the election of the following Directors: Stanton M. Pikus, Kevin
J. McAndrew, Alan Manin, Jean Zwerlein Pikus, Stephen M. Vineberg, Paul L.
Shapiro and Frank A. Cappiello.
8
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
At August 31, 2001, the shareholder of record date, the number of shares
outstanding was 12,418,549 and by October 24, 2001 9,984,232 votes were cast.
The proposal for the slate of directors and the proposal for the appointment of
Baratz & Associates, P.A. were approved by 99.8% of the votes.
9
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
PART II
ITEM 5. MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
The Company trades on the Nasdaq National Market. The high and low
prices of the Company's common stock from December 1, 1999 through February 22,
2002 were as follows:
MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
================================================================================
2000 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter
| ----------- | ----------- | ----------- | -----------
| High Low | High Low | High Low | High Low
Common | ---- --- | ---- --- | ---- --- | ---- ---
Stock | $5.69 $2.81 | $4.88 $2.50 | $4.06 $1.94 | $4.63 $2.66
================================================================================
2001 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter
| ----------- | ----------- | ----------- | -----------
| High Low | High Low | High Low | High Low
Common | ---- --- | ---- --- | ---- --- | ---- ---
Stock | $4.44 $1.50 | $1.88 $0.97 | $2.27 $1.07 | $1.15 $0.60
================================================================================
2002 | 1st Quarter |
| ----------- |
| High Low |
Common | ---- --- |
Stock | $0.90 $0.52 |
==========================
The approximate number of record holders of the Company's common stock as
of November 30, 2001 as determined from the Company's transfer agent's list of
record holders was 353. Such list does not include beneficial owners of
securities whose shares are held in the names of various dealers and clearing
agencies. The Company believes that there are in excess of 5,000 beneficial
holders.
On February 15, 2002 the Company was notified by Nasdaq that it had until
May 15, 2002 to come into compliance with their minimum $1.00 per share
requirement for continued inclusion on their National Market listing. The
Company is in full compliance with the remaining listing requirements of
Nasdaq's Maintenance Standard #1. If the Company fails to comply with the
minimum price requirements by not trading at a $1.00 per share for a minimum
of 10 consecutive trading days before May 15, 2002, the Company will either
file an appeal or will apply to transfer its securities to the Nasdaq Small
Cap Market.
The Company has never declared a dividend on its common stock and does
not plan to do so in the near future.
10
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
ITEM 6. SELECTED FINANCIAL DATA
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Operating data:
Net revenues $29,043,842 $29,734,589 $14,209,526 $12,122,879 $12,423,452
Income (loss)
from
continuing
operations (7,159,855) 1,058,215 620,768 581,503 (931,870)
Income (loss)
from and gain
on sale of
discontinued
operations - - - - (1,536,047)
Basic per share data:
Income (loss)
from
continuing
operations $(.61) $.11 $.08 $.10 $(.22)
Discontinued
Operations - - - - (.29)
----------- ----------- ----------- ----------- -----------
Net income
(loss) $(.61) $.11 $.08 $.10 $(.51)
=========== =========== =========== =========== ===========
Balance sheet
data:
Total assets $25,044,122 $31,184,412 $27,811,971 $25,700,415 $25,787,101
Long-term debt $2,145,183 $678,303 $1,989,031 $2,640,075 $3,856,956
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cautionary Statement
--------------------
When used in this Report on Form 10-K and in other public statements,
both oral and written, by the Company and Company officers, the word
"estimates," "project," "intend," "believe," "anticipate," and similar
expressions, are intended to identify forward-looking statements regarding
events and financial trends that may affect the Company's future operating
results and financial position. Such statements are subject to risks and
uncertainties that could cause the Company's actual results and financial
position to differ materially. Such factors include, among others: (1) the
Company's success in attracting new business and success of its mergers and
acquisitions program; (2) the competition in the industry in which the Company
competes; (3) the sensitivity of the Company's business to general economic
conditions; and (4) other economic, competitive, governmental and technological
11
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
factors affecting the Company's operations, markets, products, services and
prices. The Company undertakes no obligations to publicly release the result
of any revision of these forward-looking statements to reflect events or
circumstances after the date they are made or to reflect the occurrence of
unanticipated events.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at November 30, 2001, was $2,442,000. This was an
increase of $622,000 over the previous year. Accounts receivable increased
by $895,000, due primarily to the addition of receivables from the September,
2001 acquisition of Usertech. Inventory increased by $625,000 in Fiscal 2001
over Fiscal 2000 due to several significant hardware orders that were in
transit to customers as of November 30, 2001. The amount of inventory related
to these shipments totaled $653,000. In conjunction with these transactions
approximately $775,000 in deferred revenue was also recorded. All of these
shipments were received by customers in early December, 2001 and were recorded
as revenue in that month (Fiscal 2002).
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. (the Bank). 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 with the Bank collateralized by trade
accounts receivable and inventory. $1,500,000 was borrowed from this line in
conjunction with the acquisition of User Technology Services, Inc. ("Usertech")
on September 28, 2001, and through the date of this filing has been repaid in
full. Both loans carry an interest rate of the prime rate plus 1%.
The Bank's 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 bank from paying cash dividends on its common stock. The Company
remains in full compliance with all of the financial covenants of its loan
agreement with the Bank.
As part of the purchase price paid for the acquisition of Usertech in
September, 2001, the Company agreed to pay $1,200,000 to the seller over the
next three years at an annual amount of $400,000 plus accrued interest at 7%
per annum on the outstanding balance. Also as part of the purchase agreement,
the seller agreed to guarantee the collection of the acquired accounts
receivable with a 10% risk sharing threshold by Canterbury. The Company has
the right in the first year after the acquisition to offset the guaranteed
portion of any uncollectible receivable against the first $400,000 payment
scheduled to be made during September, 2002. As of February 22, 2002 the
Company has notified the seller and "put back" $30,344 against the note payment.
The Company has until March 31, 2002 to finalize the total amount of the
receivable "put backs".
12
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Management believes that continued positive cash flow contributions
from the Company's operating subsidiaries will be sufficient to cover cash
flow requirements for Fiscal 2002. There was no material commitment for
capital expenditures as of November 30, 2001. Inflation was not a
significant factor in the Company's financial statements.
Cash flow from operating activities for the year ended November 30, 2001
was $1,941,000, an increase of $1,066,000 (122%) over Fiscal 2000. The Fiscal
2001 operating cash flow results were the best for the Company since 1996.
Strong collections, company-wide cost containment measures and the excellent
operating performance of USC/Canterbury all contributed to the solid cash flow
results. Fiscal 2001 was the seventh consecutive year of positive cash flow
from continuing operations. The Company's November 30, 2001 current ratio
improved to 1.43:1.00 in Fiscal 2001 versus 1.34:1.0 at November 30, 2000. As
a result of the debt refinancing which was completed during May, 2001, the
Company was able to restructure its long term debt, shifting approximately
$500,000 from current maturities to long term. As of the date of this report,
the Company has $2,500,000 availability on its revolving line of credit,
subject to its receivable and inventory levels.
With anticipated strong operating cash results, the Company intends to
continue to reduce long term bank debt, help fund acquisitions and invest in
secure interest bearing investments.
RESULTS OF OPERATIONS
Fiscal 2001 Compared to Fiscal 2000
Revenues
--------
Overall revenues decreased by $691,000 (2%) in Fiscal 2001 over Fiscal
2000. Revenues in the training and consulting segment reflected a net decrease
of $492,000 (4%). This decrease however was the result of a significant
reduction in revenues from existing subsidiaries of $3,107,000 (27%) (primarily
CALC/Canterbury), offset by the addition of revenues from the newly acquired
Usertech subsidiary totaling $2,615,000 during the fourth quarter of Fiscal
2001. There were a number of factors which contributed to the revenue
reduction from existing subsidiaries (primarily CALC/Canterbury) in this
business segment. The events of September 11, 2001 in New York City had a
significant effect on total revenues in the fourth quarter of the year.
Training in the Metro New York City area came to a virtual standstill while
the businesses affected by the tragedy struggled to cope with the devastation.
Many classes were cancelled, and there was very little sales activity for the
last three months of the year. Several of our largest customers were located
at Ground Zero. Consulting assignments were delayed or cancelled due to the
chaos in and around New York City. The Company's business interruption
insurance policy provided limited relief to the economic impact of the
terrorist attacks. Proceeds from the policy netted the Company approximately
$85,000, which was received in the first quarter of Fiscal 2002.
Even prior to September 11, 2001, the economic downturn in the technology
sector had softened demand for certain training and consulting products during
2001. Several large clients had reduced their training budgets in the second
13
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
half of the year in response to their own fiscal situations. New software
rollouts were delayed and application and technical training revenues suffered
during the year as a result. As the first quarter of Fiscal 2002 progresses,
the Company is seeing signs that the level of activity by our customers is
beginning to improve. The New York City client base is regrouping and the
amount of training and consulting opportunities are increasing. The Company is
working to expand its sales presence in this market to capture the apparent pent
up demand caused by the soft fourth quarter of Fiscal 2001. Also, the
acquisition of Usertech provides the Company with even more expertise in
distance learning. All of the Company's training subsidiaries are beginning to
work together to blend existing course content with e-learning delivery
capabilities. For clients in and around New York City, as well as the rest of
the world, the Company will have the capacity to provide a distance learning
solution to those who may choose not to attend classroom training in the future.
Revenues in the value added hardware reseller segment decreased by
$704,000 (4%) in Fiscal 2001 versus 2000. Again much of this shortfall
occurred during the fourth fiscal quarter of the year as overall technology
spending slowed. The reduction in sales volume was more than offset by a
significant increase in gross profit from these sales. Margins increased to 20%
in Fiscal 2001 from 13% in 2000, as the sales staff was more selective in making
proposals coupled with very strong manufacturer rebate program participation.
Revenues in the technical staffing segment increased by $523,000 (55%) in
Fiscal 2001 due to the fact that the acquisition of DMI/Canterbury occurred
part way through Fiscal 2000, and did not contribute for a full year.
Costs and Expenses
------------------
Total costs and expenses decreased by $1,277,000 (6%) in Fiscal 2001
versus 2000. Gross profit on service revenue declined from 43% in Fiscal 2000
to 39% in 2001 due to the effects of the revenue decline from training and
consulting coupled with a fairly high fixed cost delivery component. Product
margins, which include hardware and software sales of the Company increased to
21% in 2001 from a level of 15% in Fiscal 2000.
Consolidated gross margins for the Company increased to 29% in 2001
versus 27% in Fiscal 2000.
Selling expense increased by $563,000 (24%) in Fiscal 2001 over 2000.
$270,000 of the increase was due to selling expense incurred by Usertech after
the September, 2001 acquisition. The balance of the difference can be
attributed to the fact that DMI, which was acquired in August, 2000, had a full
year of operations in Fiscal 2001 versus only four months in 2001.
General and administrative expense increased by $1,750,000 (39%). Again
a portion of the increase can be accounted for by the 2001 addition of Usertech
($649,000) and the incremental cost associated with a full year of operations
for DMI ($155,000). Other components of the increase include increased
provision for bad debt of $315,000; increased salaries of $397,000 and other
miscellaneous non-cash corporate write-offs approximating $175,000 (which were
recorded in the second quarter of Fiscal 2001).
14
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Also during Fiscal 2001 the Company recorded $5,958,000 of goodwill
impairment charges. $500,000 of this charge was reflected in the second
quarter of the year and the balance was recorded in the fourth quarter.
Management made the decision to treat the carrying value of goodwill
conservatively. DMI/Canterbury goodwill was written down to $0 (total charge
of $843,000) due to the uncertainty in the technical staffing marketplace
caused by the dot com bust and the softening of spending in this business
segment. The net goodwill related to the 1994 acquisition of CALC/Canterbury
(Training and Consulting Segment) totaling $4,397,000 was also written off.
The lingering current effects of September 11, as well as the uncertainty of
future business growth due to the change in business climate surrounding New
York City are the major reasons for this impairment charge. Finally, the net
goodwill of $718,000 resulting from the 1997 acquisition of ATM/Canterbury
(Software Development Segment) was also written off. Recent operating
results may be indicative that the book value of the goodwill may not be
recoverable. Management believes that these impairment charges reflect the
net carrying value of goodwill on the November 30, 2001 Balance Sheet under a
conservative valuation approach due to the current operating losses and
uncertain business environment of CALC/Canterbury, DMI/Canterbury and
ATM/Canterbury. All goodwill impairment expense is reflected under Corporate
in the segment reporting footnote.
Interest expense was reduced by $160,000 (46%) in Fiscal 2001 as compared
to Fiscal 2000. Strong operating cash flow allowed for reductions in
borrowings related to the Usertech acquisition and lower floating interest
rates provided expense relief during the year.
Other expense of $2,889,000 was comprised of two components. First a
charge of $2,562,000 was recorded during the fourth quarter related to the
impairment of an investment available for sale. The approximately 1,400,000
shares of the publicly traded company were accepted by the Company from 1999
until early 2001 as payment for services delivered to this start-up
organization. Current market value coupled with the organization's poor
balance sheet gave rise to the need for this charge in the fourth quarter of
2001. During the first quarter of 2001 the Company also recorded an investment
impairment charge of $75,000 for another security held for sale. Also
reflected in other expenses for Fiscal 2001 is a loss of $324,000 related to
the sale of real estate during the second quarter of the year.
Fiscal 2001 results of operations included many non-cash, non-recurring
charges to the income statement. The following list will summarize these
charges:
Goodwill impairment $5,958,000
Investment impairment 2,637,000
Loss on sale of land 326,000
Reserve for uncollectible accounts 533,000
Debt issuance cost write off 71,000
----------
Total $9,525,000
==========
If these non-cash, non-recurring charges were eliminated from the Fiscal
15
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
2001 Statement of Operation, the Company would have shown a pretax profit of
approximately $500,000, before the cumulative effect of a change in accounting
principle.
Fiscal 2000 Compared to Fiscal 1999
Revenues
--------
Revenues increased by $15,525,000 (109%) in Fiscal 2000 over Fiscal 1999.
The majority ($15,222,000) of this increase is attributable to the revenues
generated for a full fiscal year by USC/Canterbury, which was acquired in
October, 1999. The revenues for the other existing subsidiaries remained
fairly constant with technical services consulting revenues making up the
difference in revenue increase for Fiscal 2000 over the previous year. The
Company continues to develop alternative revenue streams such as on-line
learning, technical staffing, technical services and web development. It is
believed that these additional revenue streams will become more significant in
Fiscal 2001 and beyond.
Costs and Expenses
------------------
Costs and expenses increased by $13,360,000 (158%) in Fiscal 2000 over
the previous year. Again, the most significant portion of this increase
($13,254,000) is attributable to costs associated with USC/Canterbury. While
gross profit increased from $5,741,000 in Fiscal 1999 to $7,906,000 (38%),
gross profit percentage declined from 40% in Fiscal 1999 to 27% in Fiscal 2000.
This was due to the change in product mix from year to year. Product revenue,
as a percent of total revenue, increased from 18% in 1999 to 57% in Fiscal
2000. Product revenue had an associated gross profit of 15%, while service
revenue gross profit for Fiscal 2000 was 43%. The full year contribution of
USC/Canterbury, a value added reseller, again contributed to this shift.
Selling expense increased by $569,000 (31%). The increase was a result
of the increase in selling expense for a full year of USC/Canterbury activity
($570,000), as compared to only one and a half months in Fiscal 1999.
General and administrative expense increased by $841,000 (23%) in Fiscal
2000 over Fiscal 1999. $391,000 of the increase was due to the additional
expense of USC/Canterbury for a full year. $155,000 related to the expense for
DMI, which was added to the business during the third quarter of Fiscal 2000.
Other income for Fiscal 2000 increased by $492,000 over Fiscal 1999. The
net increase was primarily due to recognized other income of $461,000 related
to the receipt of stock for assisting in raising capital for a related party.
ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
The financial statements and supplementary data are as set forth in the
Index on page 18.
16
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with the Company's independent auditors on
matters of accounting or financial disclosure.
17
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF EXCHANGE ACT
The directors, executive officers and control persons of the Company as
of November 30, 2001 were as follows:
Name Age Position Held with Company(1)
- ---- --- -----------------------------
Kevin J. McAndrew 43 President, Chief Financial Officer,
Treasurer, Director
Stanton M. Pikus 61 Chairman of the Board of Directors
Jean Zwerlein Pikus 48 Vice President - Operations, Secretary,
Director
Stephen M. Vineberg 60 Director
Paul L. Shapiro 50 Director
Frank A. Cappiello 76 Director
(1) All directors hold office until the next annual meeting of stockholders of
the Company and thereafter until their successors are chosen and
qualified. All officers hold office at the selection and choice of the
Board of Directors of the Company.
KEVIN J. McANDREW, President, Chief Executive Officer, Chief Financial
Officer and Treasurer as of June 1, 2001. He was Chief Operating Officer since
December, 1993; Executive Vice President and Chief Financial Officer of
Canterbury since June 21, 1987; Treasurer since January, 1988; and Director
since 1990. Mr. McAndrew is also a Director, Secretary and Chief Financial
Officer of e*machinery.net, inc., a public company traded on the OTC Bulletin
Board. He is a graduate of the University of Delaware (B.S. Accounting, 1980)
and has been a Certified Public Accountant since 1982. From 1980 to 1983 he
was an Auditor with the public accounting firm of Coopers & Lybrand in
Philadelphia. From 1984 to 1986 Mr. McAndrew was employed as a Controller for
a New Jersey based division of Allied Signal, Inc.
STANTON M. PIKUS, Chairman of the Board of Directors, was a founder of
Canterbury (1981). In June 2001 he resigned as President and Chief Executive
Officer of Canterbury Consulting Group, Inc. but remains an employee and
Director of the Company. He graduated from The Wharton School of the University
of Pennsylvania (B.S., Economics and Accounting) in 1962. Mr. Pikus is also a
Director of e*machinery.net, inc., a public company traded on the OTC Bulletin
Board. From 1968 until 1984 he worked full-time as President and majority
stockholder of Brown, Bailey and Pikus, Inc., a mergers and acquisitions
consulting firm that had completed more than twenty transactions. In addition,
Mr. Pikus has been retained in the past by various small to medium-sized public
and private companies in the capacity of an independent financial consultant.
Mr. Pikus is the spouse of Jean Z. Pikus, who is a Director, a Vice President
of Operations and the Secretary of Canterbury Consulting Group, Inc.
JEAN ZWERLEIN PIKUS, Vice President of Human Resources and Operations,
Secretary, and Director since December 1, 1984. She was employed by J. B.
18
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Lippincott Company, a publishing company, from 1974 to 1983, where she was
Assistant Personnel Manager and also created its word processing center, and
was responsible for the day-to-day control of word processing and graphic
services. In 1984, Ms. Pikus graduated from The Wharton School of the
University of Pennsylvania (B.S., Accounting and Management, cum laude). Ms.
Pikus is the spouse of Stanton M. Pikus, who is the Chairman of the Board of
Directors and an employee of Canterbury Consulting Group, Inc.
ALAN MANIN, Director and Founder of the Company (1981). He is a graduate
of Temple University (B.S., 1960, M.Ed., 1966); a former teacher and department
chairman in the Philadelphia School System (1960-1966); a former Vice President
and Director of Education for Evelyn Wood Reading Dynamics (1966-1972); a
former Director of Northeast Preparatory School (1973); President, Chief
Operating Officer and founder of Health Careers Academy, a federally accredited
(National Association of Trade and Technical Schools) vocational school (1974-
1979) and a founder of the Company (1981). He is currently the President of
Atlantis, a company which provides motivational training to employees of
Fortune 1000 companies.
STEPHEN M. VINEBERG, a Director since 1988, is currently the President
and Chief Executive Officer of CMQ, Inc. Previously, he was a Vice President
of Fidelity Bank, Philadelphia, where he was Chief Operating Officer of the
Data Processing and Systems and Programming Divisions. Mr. Vineberg also
directed a wholly-owned subsidiary of the bank that developed and marketed
computer software, operated a service bureau and coordinated all electronic
funds transfer activities.
PAUL L. SHAPIRO, a Director since December, 1992 has worked for McKesson
Drug Company for the past 16 years. From 1973 through 1975 he was Director of
the Pennsylvania Security Officers' Training Academy. In 1973 he graduated
from York College of Pennsylvania with a B.S. Degree in Police Administration.
FRANK A. CAPPIELLO, a Director since 1995, is President of the investment
advisory firm, McCullough, Andrews & Cappiello, Inc. He is also the author of
several books and a regular panelist on "Wall $treet Week with Louis Rukeyser",
a regular quest on CNN's "Money Line," CNN Financial's "Market Sweep," a
frequent guest on CNBC, and a monthly columnist on the website of CBS's
"MarketWatch." Until their sale, he was the Chairman of three no-load mutual
funds. For more than 12 years Mr. Cappiello was Chief Investment Officer for
an insurance holding company with overall responsibility for managing assets of
$800 million. Before that, he was the Research Director of a major stock
brokerage firm. He is a graduate of the University of Notre Dame and Harvard
University's Graduate School of Business Administration. Mr. Cappiello is also
a Director of e*machinery.net, inc., a public company traded on the OTC
Bulletin Board.
ITEM 11. EXECUTIVE COMPENSATION
CASH COMPENSATION
The Company had 170 full-time employees as of November 30, 2001. There
were no cash directors' fees paid during this period.
19
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Summary Compensation Table
--------------------------
Long-Term Compensation
Annual Compensation Award Payouts
--------------------- --------------------------------------
Other Securities All
Annual Restricted Underlying Other
Name & Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Awards SAR Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
- -----------------------------------------------------------------------------
Stanton M. 2001 $254,000 $ - $ - $ - 175,000 $ - $ -
Pikus(1) 2000 210,000 - - - 100,000 - -
Chairman 1999 195,000 - - - 240,000 - -
Kevin J. 2001 $218,000 - - - 150,000 $ - $ -
McAndrew(2)2000 149,000 $ - $ - $ - 70,000 - -
President, 1999 135,000 - - - 180,000 - -
Chief
Executive
Officer,
and Chief
Financial
Officer
Jean Z. 2001 $112,000 $ - $ - $ - 85,000 $ - $ -
Pikus 2000 92,000 - - - 40,000 - -
Vice 1999 90,000 - - - 108,000 - -
President
(1) Prior to June 1, 2001 Stanton M. Pikus held the positions of President and
Chief Executive Officer.
(2) Prior to June 1, 2001, Kevin J. McAndrew held the positions of Executive
Vice President, Chief Operating Officer and Chief Financial Officer.
No other Executive Officers received in excess of $100,000 in total
annual compensation for the three-year period.
The following Executive Officers were granted five-year stock options
during fiscal 2001 from the 1995 Stock Option Plan as Incentive Option Awards.
Number of Percentage of
Securities Total Options
Underlying Granted to Grant Date
Options Employees in Exercise Expiration Present
Name Granted Fiscal Year Price Date Value
- ---- ------- ----------- ----- ---- -----
Stanton M. Pikus(1) 75,000 $1.50 01/09/06 $75,744(a)
100,000 28.81% $0.69 11/21/06 $40,934(a)
Kevin J. McAndrew(2) 50,000 $1.50 01/09/06 $50,496(a)
100,000 24.69% $0.69 11/21/06 $40,934(a)
Jean Z. Pikus 25,000 $1.50 01/09/06 $25,248(a)
60,000 13.99% $0.69 11/21/06 $24,560(a)
20
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
(a) Option values reflect Black-Scholes model output for options. The
assumptions used in the model were expected volatility of 1.19, risk free
rate of return of 3.55%, dividend yield of 0%, and time to exercise of 2.5
years.
(1) Prior to June 1, 2001 Stanton M. Pikus held the positions of President and
Chief Executive Officer.
(2) Prior to June 1, 2001, Kevin J. McAndrew held the positions of Executive
Vice President, Chief Operating Officer and Chief Financial Officer.
The Company executed new employment agreements dated June 1, 2001 between
the Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton M. Pikus,
reflecting their new employment arrangements. Each employment agreement is for
a period of five years. Each sets forth various services to be performed.
Each employee shall receive an annual salary of $245,000 with annual cost of
living increases tied to a nationally recognized index, as set forth by the
Board of Directors from time to time. These employment agreements supercede
and replace the current employment agreements, including the cancellation of
bonus opportunities which were to be payable through December 1, 2003. These
agreements also include a non-competition prohibition for a period of three
years after employment has been terminated.
Subsequent to November 30, 2001, The Company executed a five-year
employment agreement dated December 1, 2001 between the Company and Ms. Jean
Pikus. Ms. Pikus shall receive an annual salary of $150,000 with annual cost
of living increases tied to a nationally recognized index, as set forth by
the Board of Directors from time to time. The agreement also includes a non-
competition prohibition for a period of three years after employment has
been terminated.
COMPENSATION PURSUANT TO PLAN
The following qualified(1) and non-qualified options were granted to
executive officers and directors of the Company on the following dates
(officers, directors, and more than 5% holders of the Company's common stock
received stock options at 100% of the market value on date of grant) as of
February 22, 2002.
Name of Capacity in Date Exercise
Individual Which Served Options Granted Price
=============================================================================
Stanton M. Pikus Chairman of the Board 50,000 05/18/98 $1.38
of Directors 100,000 12/04/98 $ .53
40,000 08/27/99 $1.56
100,000 11/04/99 $2.40
25,000 08/02/00 $3.00
75,000(1) 11/28/00(1) $2.78(1)
75,000(1) 01/09/01(1) $1.50(1)
100,000(1) 11/21/01(1) $0.69(1)
- ----------------------------------------------------------------------------
21
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Name of Capacity in Date Exercise
Individual Which Served Options Granted Price
=============================================================================
Kevin J. McAndrew President, Chief 8,334 10/16/97 $3.56
Financial Officer, 35,000 05/18/98 $1.38
Treasurer, Director 75,000 12/04/98 $ .53
30,000 08/27/99 $1.56
75,000 11/04/99 $2.40
20,000 08/02/00 $3.00
50,000(1) 11/28/00(1) $2.78(1)
50,000(1) 01/09/01(1) $1.50(1)
100,000(1) 11/21/01(1) $0.69(1)
- ----------------------------------------------------------------------------
Jean Zwerlein Pikus Vice President-Operations, 6,667 10/16/97 $3.56
Secretary, Director 20,000 05/18/98 $1.38
45,000 12/04/98 $ .53
18,000 08/27/99 $1.56
45,000 11/04/99 $2.40
15,000 08/02/00 $3.00
25,000(1) 11/28/00(1) $2.78(1)
25,000(1) 01/09/01(1) $1.50(1)
60,000(1) 11/21/01(1) $0.69(1)
- ----------------------------------------------------------------------------
Alan Manin Director 10,000 05/18/98 $1.38
17,500 12/04/98 $ .53
7,000 08/27/99 $1.56
17,500 11/04/99 $2.40
10,000 01/11/00 $3.67
5,000 08/02/00 $3.00
20,000 11/21/01 $0.69
- ----------------------------------------------------------------------------
Stephen Vineberg Director 2,500 10/16/97 $3.56
10,000 05/18/98 $1.38
17,500 12/04/98 $ .53
7,000 08/27/99 $1.56
17,500 11/04/99 $2.40
5,000 08/02/00 $3.00
20,000 11/21/01 $0.69
- ----------------------------------------------------------------------------
Paul Shapiro Director 2,500 10/16/97 $3.56
10,000 05/18/98 $1.38
17,500 12/04/98 $ .53
7,000 08/27/99 $1.56
17,500 11/04/99 $2.40
5,000 08/02/00 $3.00
20,000 11/21/01 $0.69
- ----------------------------------------------------------------------------
Frank A. Cappiello Director 20,000 05/18/98 $1.38
35,000 12/04/98 $ .53
14,000 08/27/99 $1.56
35,000 11/04/99 $2.40
12,500 08/02/00 $3.00
40,000 11/21/01 $0.69
- ----------------------------------------------------------------------------
22
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
(1) These options are part of the 1995 Employee Stock Option Plan; however they
are incentive stock options. All other options issued as part of the 1995
Stock Option Plan are non-qualified stock options.
Employee stock option holders have five years from the date of grant to
exercise any or all of their options, and upon leaving the Company the option
holders (but not consultants) must exercise within 30 days. These options
exercise into restricted shares of Company common stock and absent
registration, or any exemption from registration, must be held for the
applicable Rule 144 holding period before the restriction can be removed.
OTHER COMPENSATION
No material other compensation. However, see "Certain Relationships and
Related Transactions" for key-man life insurance arrangements.
COMPENSATION OF DIRECTORS
No additional compensation, other than Company stock options issued at
100% of market value to all Directors who are not otherwise salaried employees.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A)(B) The following table sets forth as of February 22, 2002 certain
information with regard to the record and beneficial ownership of the Company's
common stock by (i) each shareholder, owner of record or beneficial owner of 5%
or more of the Company's common stock (ii) each Director individually and (iii)
all Officers and Directors of the Company as a group:
Amount and Nature of Beneficial Ownership
Shares Acquirable
Name of Shares Within 60 Days By % Owned of
Beneficial Owner Currently Owned Option Exercise(+) Company's Shares(*)
- -------------------------------------------------------------------------------
Stanton M. Pikus(2) 1,061,248 565,000 11.6%
Kevin J. McAndrew(1) 509,637 443,334 6.8%
Jean Zwerlein Pikus(1)(2) 311,473 259,667 4.1%
Alan Manin(1)(3) 204,054 87,000 2.0%
Stephen M. Vineberg(1) 108,629 79,500 1.4%
Paul L. Shapiro(1) 100,667 79,500 1.3%
Frank A. Cappiello(1) 321,667 156,500 3.4%
--------- --------- -----
All Officers, Directors
and 5% Stockholders as
a group
(7 in number) 2,617,375 1,670,501 30.6%
========= ========= =====
23
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
____________________________
(+) Stock Options are delineated in the Compensation Pursuant To Plan table in
Item 11.
(*) These percentages are calculated using total outstanding shares and options
exercisable.
(1) All of said individuals have given a Voting Agreement and First Right of
Refusal to Stanton M. Pikus, Board Chairman of the Company.
(2) Stanton M. Pikus and Jean Zwerlein Pikus are married to each other and,
therefore, are deemed to have beneficial ownership in each other's shares.
30,335 shares of Canterbury common stock owned in the name of Matthew Zane
Pikus Trust are not included in their totals.
(3) 73,228 shares owned by Atlantis Family L.C. of which Mr. Manin is the sole
beneficiary, are included in his total.
CHANGE IN CONTROL
There has been no change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has secured key-person life insurance policies for its
Corporate Officers. The amount and beneficiary of the key-person life
insurance policies are as follows:
Corporate Officers Amount of Policy Beneficiary
- ------------------ ---------------- -----------
Kevin J. McAndrew $1,000,000 Company
Jean Z. Pikus $ 500,000 Company
The Company has secured key-person life insurance policies for Officers
of its subsidiaries. The amount and beneficiary of the key-person life
insurance policies are as follows:
Corporate Officers Amount of Policy Beneficiary
- ------------------ ---------------- -----------
Alan McGaffin $1,000,000 ATM/Canterbury Corp.
Glen Hukins $1,000,000 CALC/Canterbury Corp.
Gregory Lantz $1,000,000 MSI/Canterbury Corp.
Patricia Bednarik $1,000,000 USC/Canterbury Corp.
E. Paul Cooke $1,000,000 Usertech/Canterbury Corp.
The Company is in the process of researching a key-person life insurance
policy on the President of DMI/Canterbury Corp.
During 1999, the Company performed consulting and web development services
for a start-up, non-public company in which certain officers are members of the
Board of Directors and 18% shareholders. The services billed during the year
totaled $521,500. In March, 2000 the company went public through a reverse
merger. Settlement of this receivable was subsequently paid during Fiscal 2000
with stock of the public company.
24
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
During 2000, the Company performed consulting and web development services
for the same publicly traded organization. The value of the services provided
during the year totaled $1,108,250. These services were paid for with stock of
the public company client. As of November 30, 2000 the Company owned 1,013,617
shares of this organization. During 2001, the Company received an additional
233,962 shares in satisfaction of a $372,000 receivable at November 30, 2000
and an additional 187,722 shares for services provided in Fiscal 2001 valued at
$421,240. A $2,562,000 impairment charge attributable to the Company's
investment in this stock is discussed in Note 16.
At November 30, 2001 and 2000, the total notes receivable plus accrued
interest for issuances of Company common stock to corporate officers, corporate
counsel and certain consultants totaled $4,002,000 and $2,002,000, respectively.
The notes are collateralized by common stock of the Company and are reported as
a contra-equity account. Interest rates range from 4% to 6.6%. At November 30,
2001, $2,000,000 of the notes were recourse and $2,002,000 were non-recourse.
During Fiscal 2001, certain officers and directors of the Company
purchased a 33% ownership interest in a corporation which owns 100% of the stock
of a corporation which has notes payable to the Company in the amount of
$4,774,269 at November 30, 2001 from an owner group who purchased the business
from the Company in1996. The Company maintained the same level of security
interest protection and the same debt amortization schedule. The Company earned
$408,000 of interest income from these notes in Fiscal 2001.
25
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Consolidated Financial Statements filed here include: Balance Sheets at
November 30, 2001 and 2000 and Statements of Operations, Stockholders Equity
and Cash Flows for the years ended November 30, 2001, 2000, and 1999. All other
schedules for which provision is made in Regulation S-K of the Commission are
not required under the related instruction or are not applicable and therefore
have been omitted.
Consolidated Financial Statements Page No.
--------------------------------- --------
Report of Independent Auditors for Fiscal Year 2001-----------------------F-0
Consolidated Balance Sheets - November 30, 2001 and 2000------------------F-2
Consolidated Statements of Operations - Years ended November 30, 2001,
2000, and 1999-----------------------------------------------------------F-4
Consolidated Statements of Stockholders' Equity - Years ended November 30,
2001, 2000, and 1999-----------------------------------------------------F-6
Consolidated Statements of Cash Flows - Years ended November 30, 2001,
2000, and 1999-----------------------------------------------------------F-7
Notes to Consolidated Financial Statements--------------------------------F-9
Valuation and Qualifying Accounts-----------------------------------------F-24
Exhibits Sequential Page No.
-------- -------------------
3(a) Articles of Incorporation of Canterbury Press, Inc. *
3(b) By-Laws of the Registrant *
3(c) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Education Services, Inc. *
3(d) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Corporate Services, Inc. **
3(e) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Information Technology, Inc. ***
3(f) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Consulting Group, Inc. ****
4(g) Asset Purchase Agreement between Ceridian Corporation and the
Registrant *****
21 Subsidiaries of Registrant 29
22 Annual Report and Proxy Statement for 2000 Annual Shareholders
Meeting ******
* Incorporated by reference from the like-numbered exhibit to Form S18
Registration Statement, SEC. File No. 33-6381 filed on July 18, 1986.
** Incorporated by reference from the like-numbered exhibit to Form S-3/A
Registration Statement, SEC. File No. 33-77066 filed on March 30, 1994.
*** Incorporated by reference from the Annual Report and Definitive Proxy
Materials for the 1999 Annual Shareholders Meeting for fiscal year
ended November 30, 1999 filed with the SEC on October 7, 2000.
**** Incorporated by reference from the Definitive Proxy Materials for the
2001 Special Meeting of Shareholders filed with the SEC on March 3,
2001.
***** Incorporated by reference from the 8-K filed with the SEC on October
11, 2001.
26
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
****** Incorporated by reference from the Annual Report and Definitive Proxy
Materials for the 2000 Annual Shareholders Meeting for fiscal year ended
November 30, 2000 filed with the SEC on October 4, 2001.
Reports on Form 8-K filed during the last quarter of the period covered by this
report are as follows:
8-K/A filed on September 5, 2001 - Changes in Company's certifying accountants
8-K filed on October 11, 2001 - On September 28, 2001, the Company executed a
Stock Purchase Agreement and effectuated a Closing with Ceridian
Corporation to acquire all of the issued and outstanding shares of
capital stock of User Technology Services Inc. from Ceridian.
8-K/A filed on December 12, 2001 - financial statements for October 11, 2001
8-K Filing
27
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Canterbury Consulting Group, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
CANTERBURY CONSULTING GROUP, INC.
---------------------------------
Dated: 2/28/02 By /s/ Kevin J. McAndrew
------- ---------------------
Kevin J. McAndrew, President; Chief Executive Officer;
Treasurer
Dated: 2/28/02 By /s/ Kevin J. McAndrew
------- ---------------------
Kevin J. McAndrew, Chief Financial Officer
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, this report has been signed on behalf of Canterbury
Consulting group, inc. and in the capacities and on the dates indicated.
Dated: 2/28/02 By /s/ Stanton M. Pikus
------- --------------------
Stanton M. Pikus, Director; Chairman of the Board of
Directors
Dated: 2/28/02 By /s/ Kevin J. McAndrew
------- ---------------------
Kevin J. McAndrew, President, Chief Executive Officer;
Executive Vice President; Chief Financial Officer; Director
Dated: 2/28/02 By /s/ Jean Zwerlein Pikus
------- -----------------------
Jean Zwerlein Pikus, Vice President - Operations; Secretary;
Director
Dated: 2/28/02 By /s/ Alan Manin
------- --------------
Alan Manin, Director
Dated: 2/28/02 By /s/ Stephen M. Vineberg
------- ---------------------
Stephen M. Vineberg, Director
Dated: 2/28/02 By /s/ Paul L. Shapiro
------- -------------------
Paul L. Shapiro, Director
Dated: 2/28/02 By /s/ Frank A. Cappiello
------- ---------------------
Frank A. Cappiello, Director
28
Report of Independent Auditors - 2001
-------------------------------------
The Board of Directors and Stockholders
Canterbury Consulting Group, Inc.
Medford, New Jersey
We have audited the accompanying consolidated balance sheets of Canterbury
Consulting Group, Inc. as of November 30, 2001 and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Canterbury
Consulting Group, Inc. at November 30, 2001, and the consolidated results of
its operations and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, effective
December 1, 2000, the Company changed its method of accounting for revenue
recognition in accordance with guidance provided in SEC Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements."
Baratz & Associates, P.A.
Marlton, New Jersey
February 22, 2002
Report of Independent Auditors 2000 and 2001
--------------------------------------------
The Board of Directors and Stockholders
Canterbury Information Technology, Inc.
We have audited the accompanying consolidated balance sheet of Canterbury
Information Technology, Inc. as of November 30, 2000 and the related
consolidated statements of operations, stockholders' equity, and cash flows
for each of the two years in the period ended November 30, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Canterbury
Information Technology, Inc. at November 30, 2000, and the consolidated results
of its operations and its cash flows for each of the two years in the period
ended November 30, 2000, in conformity with accounting principles generally
accepted in the United States.
Ernst & Young LLP
Philadelphia, Pennsylvania
February 23, 2001
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
CONSOLIDATED BALANCE SHEETS
November 30, 2001 and 2000
ASSETS
- ------
2001 2000
---- ----
Current Assets:
Cash and cash equivalents $ 664,850 $ 885,479
Accounts receivable, net of allowance
for doubtful accounts of $452,000
and $194,000 5,728,970 4,864,456
Notes receivable - current portion 459,029 393,597
Prepaid expenses and other assets 239,470 652,319
Inventory, principally finished goods,
at cost 826,851 202,032
Deferred income tax benefit 149,011 91,412
----------- -----------
Total Current Assets 8,068,181 7,089,295
Property and equipment at cost, net of
accumulated depreciation of $2,038,000
and $5,886,000 1,315,942 1,989,650
Goodwill, net of accumulated amortization
of $1,234,000 and $2,816,000 4,162,604 9,330,435
Deferred income tax benefit 4,323,105 1,508,251
Notes receivable 6,966,743 7,237,239
Investments, at market - 3,315,878
Other assets 207,547 713,664
----------- -----------
Total Assets $25,044,122 $31,184,412
=========== ===========
Continued
See Accompanying Notes
F-2
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
CONSOLIDATED BALANCE SHEETS
November 30, 2001 and 2000
Continued
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
2001 2000
---- ----
Current Liabilities:
Accounts payable - trade $ 1,776,326 $ 2,277,446
Accrued expenses 1,014,302 655,204
Unearned revenue 1,943,240 860,295
Income taxes payable 18,540 129,833
Current portion, long-term debt 873,439 1,346,112
----------- -----------
Total Current Liabilities 5,625,847 5,268,890
Long-term debt 2,145,183 678,303
Deferred income tax 2,947,131 3,157,118
----------- -----------
Total Liabilities 10,718,161 9,104,311
Commitments and contingencies
Stockholders' Equity:
Common stock, $.001 par value,
50,000,000 shares authorized;
12,469,000 and 10,685,000 issued 12,469 10,685
Additional paid-in capital 24,232,735 22,456,731
Accumulated other comprehensive income - 779,244
Retained earnings (deficit) (5,916,972) 1,242,883
Notes receivable for capital stock -
related parties (4,002,271) (2,002,142)
Less treasury shares, at cost - (407,300)
----------- -----------
Total Stockholders' Equity 14,325,961 22,080,101
----------- -----------
Total Liabilities and Stockholders'
Equity $25,044,122 $31,184,412
=========== ===========
See Accompanying Notes
F-3
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended November 30, 2001, 2000 and 1999
2001 2000 1999
---- ---- ----
Service revenue $12,618,210 $12,587,921 $11,665,394
Product revenue 16,425,632 17,146,668 2,544,132
----------- ----------- -----------
Total net revenue 29,043,842 29,734,589 14,209,526
Service costs and expenses 7,658,539 7,195,514 6,657,385
Product costs and expenses 12,892,888 14,633,006 1,810,926
----------- ----------- -----------
Total costs and expenses 20,551,427 21,828,520 8,468,311
Gross profit 8,492,415 7,906,069 5,741,215
Selling 2,939,810 2,377,340 1,808,601
General and administrative 6,236,047 4,486,552 3,645,673
Goodwill impairment 5,957,753 - -
----------- ----------- -----------
Total operating expenses 15,133,610 6,863,892 5,454,274
Other income/(expenses)
Interest income 689,723 715,829 705,959
Interest expense (186,348) (346,457) (390,453)
Other (251,538) 510,014 18,321
Investment impairment (2,637,285) (165,000) -
----------- ----------- -----------
Total other income/(expense) (2,385,448) 714,386 333,827
Income (loss) before income
taxes and cumulative effect
of change in accounting
principle (9,026,643) 1,756,563 620,768
Income tax provision (benefit) (2,079,876) 698,348 -
----------- ----------- -----------
Income (loss) before cumulative
effect of change in accounting
principle (6,946,767) 1,058,215 620,768
Cumulative effect of change
in accounting principle (213,088) - -
----------- ----------- -----------
Net income (loss) $ (7,159,855) $ 1,058,215 $ 620,768
============ =========== ============
Continued
See Accompanying Notes
F-4
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended November 30, 2001, 2000 and 1999
Continued
2001 2000 1999
---- ---- ----
Net income (loss) per share
and common share equivalents
Net income (loss) $(7,159,855) $1,058,215 $620,768
Basic:
Income (loss) before
cumulative effect of
change in accounting
principle $(.59) $.11 $.08
Cumulative effect of
change in accounting
principle (.02) - -
----- ---- ----
Net income (loss) $(.61) $.11 $.08
===== ==== ====
Diluted:
Income (loss) before
cumulative effect of
change in accounting
principle $(.59) $.10 $.08
Cumulative effect of
change in accounting
principle (.02) - -
----- ---- ----
Net income (loss) $(.61) $.10 $.08
===== ==== ====
Weighted average number of
common shares - basic 11,779,300 10,027,700 8,008,800
========== ========== =========
Weighted average number of
common shares -diluted 11,779,300 11,028,500 8,276,800
========== ========== =========
See Accompanying Notes
F-5
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended November 30, 2001, 2000 and 1999
Accumulated Notes Total
Common Common Additional Retained Other Receivable Stock-
Stock Stock Paid-in- Earnings Treasury Comprehensive for Capital holders'
Shares Amount Capital (Deficit) Stock Income/(Loss) Stock Equity
Balance, ------ ------ ------- ------- ----- ------ ----- ------
November 30, 1998 6,420,893 $6,421 $17,580,522 $ (436,100) $(407,300) $(143,757) $(370,518) $16,229,268
Net income 620,768 620,768
Unrealized loss on available
for sale securities (328,458) (328,458)
Total comprehensive ----------
income 292,310
401(k) Company match 77,129 77 48,115 48,192
Additional issuance of
common stock for
acquisitions 292,468 292 849,707 849,999
Private Placements
of common stock,
net of expenses 2,717,648 2,718 1,468,504 1,471,222
Notes receivable for
capital stock (18,178) (18,178)
Balance, --------- ------ ----------- ---------- --------- ---------- --------- -----------
November 30, 1999 9,508,138 9,508 19,946,848 184,668 (407,300) (472,215) (388,696) 18,872,813
Net income 1,058,215 1,058,215
Unrealized gain on available
for sale securities 1,251,459 1,251,459
Total comprehensive ----------
income 2,309,674
401(k) Company match 16,149 16 59,482 59,498
Additional issuance of
common stock for
acquisitions 411,420 411 899,151 899,562
Issuance of common shares
to employees, directors
and consultants for notes 800,000 800 1,551,200 (1,552,000) -
Contributed common shares (50,000) (50) 50 -
Notes receivable for
capital stock (61,446) (61,446)
Balance, ---------- ------- ----------- ---------- --------- ---------- ----------- -----------
November 30, 2000 10,685,707 10,685 22,456,731 1,242,883 (407,300) 779,244 (2,002,142) 22,080,101
Net loss (7,159,855) (7,159,855)
Unrealized loss on available
for sale securities (779,244) (779,244)
Total comprehensive ----------
loss (7,939,099)
401(k) Company match 40,659 41 83,322 83,363
Issuance of common shares
to employees, directors
and consultants for
notes 1,777,500 1,778 2,099,947 (2,101,725) -
Retirement of treasury
shares (35,317) (35) (407,265) 407,300 -
Reserve for interest on
notes receivable for
capital stock 101,596 101,596
Balance, ---------- ------- ----------- ----------- -------- ---------- ----------- -----------
November 30, 2001 12,468,549 $12,469 $24,232,735 $(5,916,972) $ - $ - $(4,002,271) $14,325,961
========== ======= =========== =========== ======== ========== =========== ===========
F-6
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended November 30, 2001, 2000 and 1999
2001 2000 1999
Operating activities: ---- ---- ----
Net income (loss) $(7,159,855) $1,058,215 $ 620,768
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 969,959 1,036,748 1,040,952
Provision for losses on accounts
receivable 433,214 75,409 89,773
Goodwill impairment 5,957,753 - -
Investment impairment 2,562,284 - -
Deferred income taxes (2,162,905) 588,000 -
Loss on sale of land and vehicles 326,176 - -
401(k) contributions issued in stock 83,363 59,498 48,192
Receipt of stock for services (793,240) (1,108,250) (240,000)
Other assets 288,337 140,642 (561,067)
Changes in operating assets, net
of acquisitions
Accounts receivable 1,221,448 (2,053,971) (1,306,811)
Inventory (624,820) (3,268) -
Prepaid expenses and other assets 495,255 152,965 5,945
Income taxes (111,293) 129,833 -
Accounts payable (501,120) 1,015,021 787,822
Accrued expenses (73,142) 35,572 53,251
Unearned revenue 1,029,565 (251,035) 120,495
---------- ---------- -----------
Net cash provided by operating activities 1,940,979 875,379 659,320
---------- ---------- -----------
Investing activities:
Cash paid for acquisition (2,350,334) - -
Proceeds from sale of land 399,734 - -
Capital expenditures (75,920) (110,969) (431,809)
---------- ---------- -----------
Net cash used in investing activities (2,026,520) (110,969) (431,809)
---------- ---------- -----------
Financing activities:
Principal payments on long term debt (3,540,152) (1,253,170) (1,256,532)
Proceeds from long term debt 3,000,000 - -
Proceeds from payments on notes
receivable 405,064 363,805 330,961
Proceeds from issuance of common
stock, net - - 1,471,220
Deferred finance costs - (50,000) -
Net cash provided by/(used in) ---------- ---------- -----------
financing activities (135,088) (939,365) 545,649
---------- ---------- -----------
Net increase/(decrease) in cash (220,629) (174,955) 773,160
Cash, beginning of year 885,479 1,060,434 287,274
---------- ---------- -----------
Cash, end of year $ 664,850 $ 885,479 $ 1,060,434
========== ========== ===========
Continued, See Accompanying Notes
F-7
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended November 30, 2001, 2000 and 1999 (Continued)
Supplemental schedule of noncash investing and financing activities:
As a subsequent event, in January, 2002 46,875 shares of restricted
common stock were issued as a private placement at fair market value.
As a subsequent event, in December, 2001 180,000 shares of restricted
stock tied to the stock issued in February and April 2001 were cancelled and
then added to the authorized but unissued stock total.
In November, 2001 the Company issued 50,000 shares of restricted
common stock to a consultant of the Company for a note receivable at fair
market value.
In September 2001, the Company issued a $1,200,000 note payable to the
seller as part of the purchase price of Usertech as described in Note 2.
In September 2001, in conjunction with the purchase of 100% of the stock
of Usertech, the Company purchased computer equipment from the seller valued at
$364,000 through issuance of a note payable.
In July, 2001 the Company cancelled 23,195 shares of restricted common
stock and then added that amount to the authorized but unissued shares total.
In May, 2001 the Company received 421,684 shares of common stock from an
affiliated third party valued at a fair market value of $793,240 for services
provided.
In May, 2001 the Company issued 750,000 shares of restricted common
stock to Officers, Directors and consultants of the Company for notes
receivable at fair market value.
In May, 2001 the Company converted a $200,000 miscellaneous receivable
from a related party into a six-year term note with interest accruing at 4.8%
on the unpaid balance.
In April, 2001 the Company issued 685,000 shares of restricted common
stock to Officers, Directors and consultants of the Company for notes
receivable at fair market value.
In February, 2001 the Company issued 292,500 shares of restricted common
stock to Officers, Directors and consultants of the Company for notes
receivable at fair market value.
During February and March 2001 the Company issued 247 and 40,412 shares
of restricted common stock, respectively, to its defined contribution plan to
fulfill its matching contribution requirement at fair market value.
In August, 2000 the Company issued 221,420 shares of its common stock
for the purchase of certain assets of DataMosaic International, Inc. at fair
market value.
In July, 2000 the Company issued 800,000 shares of restricted common
stock to Officers, Directors and consultants of the Company for notes
receivable at fair market value.
In March, 2000 the Company issued 20,000 shares of restricted common
stock as an adjustment to the purchase price of certain assets of U.S.
Communications, Inc. purchase at fair market value.
During March, 2000 the Company issued 16,149 shares of restricted common
stock to its defined contribution plan to fulfill its matching contribution
requirement at fair market value.
During 2000, the unrealized gain on investments increased by $1,251,000.
During 2000, the Company received 660,000 shares of common stock from
an affiliated third party valued at a market value of $1,257,750 for services
provided at fair market value.
In October, 1999 the Company issued 292,468 shares of its common stock for
the purchase of certain assets of U.S. Communications, Inc. at fair market
value.
During March, 1999 the Company issued 77,129 shares of restricted common
stock to its defined contribution plan to fulfill its matching contribution
requirement at fair market value.
The income taxes paid for Fiscal 2001, 2000, and 1999 were as follows:
$194,300, $35,700, and $38,900 respectively.
Interest paid during Fiscal 2001, 2000, and 1999 were as follows:
$186,348, $346,457, and $390,453 respectively.
F-8
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
1. Operations and Summary of Significant Accounting Policies
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, Connecticut, Maryland, Ohio, Minnesota, 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:
* distance learning solutions * hardware sales and support
* customized learning solutions * software development
for ERP and CRM * web development
* systems engineering and * technical and desktop applications
consulting training
* IT contractors and permanent * records and asset management systems
staffing * industry specific portals
* management training programs * help desk and service center support
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 (see Note 12).
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
-------------------
Product Revenue
Product revenue is recognized when there is persuasive evidence of an
arrangement, the product has been delivered, the sales price is fixed or
F-9
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
determinable, and collectibility is reasonably assured. The product is
considered delivered to the customer once it has been shipped, and title and
risk of loss have transferred. The Company defers revenue if there is
uncertainty about customer acceptance. Product revenue represents sales of
computer hardware and software. Generally, the Company is involved in
determining the nature, type, and specifications of the products ordered by
the customer.
Service Revenue
Service revenue is recognized when there is persuasive evidence of an
arrangement, the sales price is fixed or determinable, and collectibility is
reasonably assured. Service revenues represent training, consulting and
technical staffing services provided to customers under separate consulting
and service contracts. Revenues from these contracts are recognized as
services are rendered.
Change in Accounting
--------------------
The Securities and Exchange Commission (SEC) recently issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements," which provides additional guidance in applying generally accepted
accounting principles for revenue recognition. The Company implemented the
provisions of SAB 101 in the fourth quarter of fiscal 2001, retroactive to
December 1, 2000. The implementation of SAB 101 resulted in a change in
accounting for certain product shipments where title did not transfer to the
customer until delivery occurred. The cumulative effect of the change for
implementation of SAB 101 resulted in a charge to fiscal 2001 income of $213,088
(net of income taxes of $109,773). For the fiscal year ended November 30,
2001, the Company recognized $1,560,000 of revenue which was included in the
cumulative effect adjustment. The effect of that revenue on fiscal 2001 was to
increase income by $213,088 (net of income taxes of $109,773) during that
period. Had SAB 101 been effective for all prior fiscal years presented and
the first three quarters of fiscal 2001, the pro forma results and earnings per
share would not have been materially different from the previously reported
results.
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:
F-10
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
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.
During Fiscal 2001 the Company recorded $5,958,000 of goodwill impairment
charges. $500,000 of this charge was reflected in the second quarter of the
year and the balance was recorded in the fourth quarter. Management made the
decision to treat the carrying value of goodwill conservatively.
DMI/Canterbury goodwill was written down to $0 (total charge of $843,000) due
to the uncertainty in the technical staffing marketplace caused by the dot com
bust and the softening of spending in this business segment. The net goodwill
related to the 1994 acquisition of CALC/Canterbury (Training and Consulting
Segment) totaling $4,397,000 was also written off. The lingering current
effects of September 11, as well as the uncertainty of future business growth
due to the change in business climate surrounding New York City are the major
reasons for this impairment charge. Finally the net goodwill of $718,000
resulting from the 1997 acquisition of ATM/Canterbury (Software Development
Segment) was also written off. Recent operating results may be indicative that
the book value of the goodwill may not be recoverable. Management believes
that these impairment charges reflect the net carrying value of goodwill on the
November 30, 2001 Balance Sheet under a conservative valuation approach due to
the current operating losses and uncertain business environment of
CALC/Canterbury, DMI/Canterbury and ATM/Canterbury. All goodwill impairment
expense is reflected under Corporate in the segment reporting footnote.
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
F-11
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
the diversity of the customer base and the customers wide geographic
dispersion. The Company performs ongoing credit evaluations of its customers'
financial condition. The Company maintains reserves for potential bad debt
losses and such bad debt losses have been within the Company's expectations.
During Fiscal 2001, the Company had one customer who accounted for 32%
of the revenue in the Value Added Hardware Reseller segment, and 18% of
consolidated revenues for the year.
Also during 2001, the Company had one vendor who accounted for
approximately 64% of product purchases in the Value Added Hardware Reseller
segment.
The Company maintains cash balances at a creditworthy bank located in
the United States. Accounts at the 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 (Loss)
---------------------------
For the twelve months ended November 30, 2001 and November 30, 2000,
net comprehensive income/(loss) amounted to ($7,939,099) and $2,309,675,
respectively. Comprehensive income consists of net income/(loss) 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 Pronouncement
-------------------------------
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.
F-12
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
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.
The Company has adopted SFAS 142 effective at December 1, 2001. Goodwill
has been amortized at approximately $480,000 annually.
2. Acquisitions
------------
In 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 Relationship 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.
3. 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. The Company
accounts for goodwill and any related amortization expense or impairment
charges at the corporate level. Summarized financial information for each
segment is as follows:
Training Value Added
and Hardware Technical Software
2001 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- --------- ----------- --------- -----
Revenues $11,143,355 $16,207,436 $1,474,855 $218,196 $ - $29,043,842
Income before
taxes 72,513 2,009,880 (258,438) (9,209) (10,841,389) (9,026,643)
Assets 8,512,706 6,354,918 231,276 101,028 9,844,194 25,044,122
Interest income - 7,244 - - 682,479 689,723
Interest expense 37,188 691 1,113 2,078 145,278 186,348
Depreciation and
amortization 388,944 67,535 22,167 19,949 471,364 969,959
F-13
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Training Value Added
and Hardware Technical Software
2000 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- --------- ----------- --------- -----
Revenues $11,635,568 $16,911,400 $ 952,353 $235,268 $ - $29,734,589
Income before
taxes 1,589,818 1,078,438 53,291 (17,342) (947,642) 1,756,563
Assets 9,391,462 4,336,849 1,280,657 393,073 15,782,371 31,184,412
Interest income - - - - 715,829 715,829
Interest expense 45,252 14,651 - - 286,554 346,457
Depreciation and
amortization 487,654 39,661 27,276 22,310 459,847 1,036,748
Training Value Added
and Hardware Technical Software
1999 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- --------- ----------- --------- -----
Revenues $11,665,394 $2,058,870 $ - $ 485,262 $ - $14,209,526
Income before
taxes 1,404,468 317,843 - 104,339 (1,205,882) 620,768
Assets 10,703,017 1,754,118 - 1,047,171 14,307,666 27,811,972
Interest income - - - - 705,959 705,959
Interest expense 30,384 - - - 360,069 390,453
Depreciation and
amortization 555,339 36,845 - 15,534 432,478 1,040,196
4. Property and Equipment
----------------------
Property and equipment, which is recorded at cost, consists of the
following:
2001 2000
---- ----
Land, buildings and improvements $ - $ 725,910
Machinery and equipment 2,253,787 5,085,176
Furniture and fixtures 566,576 1,413,289
Leased property under capital leases
and leasehold improvements 533,834 651,089
----------- -----------
3,354,197 7,875,464
Less: Accumulated depreciation (2,038,255) (5,885,814)
----------- -----------
Net property and equipment $ 1,315,942 $ 1,989,650
=========== ===========
F-14
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Accumulated depreciation of leased property under capital leases totaled
$244,000 in 2001. Depreciation expense for 2001, 2000, and 1999 was $471,000,
$565,000, and $603,000, respectively.
During Fiscal 2001, the Company wrote off approximately $4,300,000 worth
of fully depreciated fixed assets. Also during 2001, the Company sold non-
operating land and a building with a carrying value of $725,910. The net
proceeds from the sale were $399,734. The loss on the sale totaling $326,176
was recorded in other expenses on the income statement for Fiscal 2001.
5. Notes Receivable
----------------
The Company holds a note receivable with a remaining balance in the
amount of $2,651,503 at November 30, 2001. This note was received in November
1995 as part of the consideration for the sale of a former subsidiary. The
Company is scheduled to receive monthly payments of $33,975 inclusive of
interest at 7.79% per year through November 2010.
In addition, the Company held notes receivable assets from related parties
in the aggregate amount of $4,774,269 at November 30, 2001. These notes have
interest terms that average 8.5% per year and are scheduled to mature at various
dates through December 2006.
6. Income Taxes
------------
The provision/(benefit) for income taxes for the years ended November 30,
2001, 2000, and 1999 is as follows:
2001 2000 1999
---- ---- ----
Current:
Federal $ - $ 26,000 $ -
State 83,000 84,000 -
----------- -------- --------
83,000 110,000 -
Deferred:
Federal (2,099,000) 443,000 (59,000)
State (64,000) 145,000 59,000
----------- -------- --------
Total $(2,080,000) $698,000 $ -
=========== ======== ========
The reconciliation of the expected provision/(benefit) at the U.S.
Federal statutory tax rate to the actual provision (benefit) recorded for
the years ended November 30, 2001, 2000 and 1999 is as follows:
F-15
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
2001 2000 1999
---- ---- ----
Expected tax (benefit) at
statutory rates $(3,069,000) $597,000 $211,000
Effect of state taxes, net 201,000 151,000 39,000
Permanent differences 788,000 10,000 2,000
Miscellaneous - - -
Utilization of net operating
losses - (60,000) (252,000)
----------- -------- --------
Total $(2,080,000) $698,000 $ -
=========== ======== ========
Significant components of the Company's tax liabilities and assets as
of November 30, 2001 and 2000 are as follows:
November 30,
2001 2000
Deferred tax liabilities: ---- ----
Gain recognized in financial statements
deferred for income tax purposes $2,084,000 $1,686,000
Tax depreciation in excess of book depreciation - 103,000
Tax amortization in excess of book amortization 735,000 660,000
Unrealized gain - 609,000
Other 128,000 99,000
---------- ----------
Total deferred tax liabilities $2,947,000 $3,157,000
========== ==========
November 30,
2001 2000
Deferred tax assets: ---- ----
Allowance for doubtful accounts $ 108,000 $ 78,000
Expenses deductible for financial reporting purposes
but deferred for tax reporting purposes 99,000 13,000
Book depreciation in excess of tax depreciation 256,000 -
Impairment losses 2,134,000 67,000
Net operating loss carryover (net of valuation
allowance) 1,875,000 1,442,000
---------- ----------
Total deferred tax assets $4,472,000 $1,600,000
========== ==========
The Company increased the valuation allowance for deferred tax assets to
$960,000 at November 30, 2001 from $126,000 at November 30, 2000 to account for
the potential future expiration of state net operating losses before
realization of tax benefits. At November 30, 2001, the Company had a tax loss
carryforward for federal income tax reporting purposes of $4,395,000 and
$6,845,000 for 2001 state income tax purposes. Net operating losses for
federal tax purposes will begin to expire in 2010. Net operating losses for
state tax purposes will expire at various dates through 2006.
F-16
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
7. Long-Term Debt
--------------
November 30,
2001 2000
Long-term obligations consist of: ---- ----
Term loan $1,325,000 $ -
Revolving credit line 100,000 1,859,620
Note payable for acquisition 1,169,656 -
Capital lease obligations 81,743 164,795
Notes payable - equipment 342,223 -
---------- -----------
3,018,622 2,024,415
Less: Current maturities (873,439) (1,346,112)
---------- -----------
$2,145,183 $ 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. (the Bank). 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 with the Bank collateralized by trade
accounts receivable and inventory. $1,500,000 was borrowed in conjunction with
the acquisition of User Technology Services, Inc. ("Usertech") on September 28,
2001 and through the date of this filing has been repaid in full. Both loans
carry an interest rate of the prime rate plus 1%.
The Bank's 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 bank from paying cash dividends on its common stock. The Company
remains in full compliance with all of the financial covenants of its loan
agreement with the Bank.
As part of the purchase price paid for the acquisition of Usertech in
September, 2001, the Company agreed to pay $1,200,000 to the seller over the
next three years at an annual amount of $400,000 plus accrued interest at 7%
per annum on the outstanding balance. Also as part of the purchase agreement,
the seller agreed to guarantee the collection of the acquired accounts
receivable with a 10% risk sharing threshold by Canterbury. The Company has
the right in the first year after the acquisition to offset the guaranteed
portion of any uncollectible receivable against the first $400,000 payment
scheduled to be made during September, 2002. As of February 22, 2002 the
Company has notified the seller and put back $30,344 against the note payment.
The Company has until February 28, 2002 to finalize the total amount of the
receivable "put backs".
In conjunction with the purchase of 100% of the stock of Usertech, the
Company purchased computer equipment from the seller valued at $364,000
F-17
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
through issuance of a note payable over three years with interest at an annual
rate of 3.75%. At November 30, 2001, the note payable had an outstanding
balance of $342,223.
Aggregate fiscal maturities on long-term debt, exclusive of obligations
under capital leases, are approximately $908,000 in 2002; $843,000 in 2003;
$761,000 in 2004; 300,000 in 2005; and $125,000 thereafter.
The carrying value of the long-term debt approximates its fair value.
8. Capital Leases
--------------
Capital lease obligations are for certain equipment leases which expire
through Fiscal year 2004. 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, 2002 $68,625
Year ending November 30, 2003 and 21,377
thereafter -------
Total minimum lease payments 90,002
Less amount representing interest (8,259)
Present value of long-term obligations -------
under capital leases $81,743
=======
9. Leases
------
The Company leases office space for training center locations and
administration purposes under various noncancelable operating leases at
thirteen different locations. All of the leases have options to renew.
Future minimum rental payments under the leases are $1,372,000 in 2002;
$1,149,000 in 2003; $1,072,000 in 2004; $1,015,000 in 2005; $763,000 in 2006;
$462,000 in 2007; and $116,000 in 2008. Rent expense for the years ended
November 30, 2001, 2000 and 1999 was $1,303,000, $1,276,000, and $1,266,000,
respectively.
10. Commitments and Contingencies
-----------------------------
The Company executed new employment agreements dated June 1, 2001
between the Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton
M. Pikus, reflecting their new employment arrangements. Each employment
agreement is for a period of five years. Each sets forth various services to
be performed. Each employee shall receive an annual salary of $245,000 with
annual cost of living increases tied to a nationally recognized index, as set
forth by the Board of Directors from time to time. These employment
agreements supercede and replace the current employment agreements, including
the cancellation of bonus opportunities which were to be payable through
December 1, 2003. These agreements also include a non-competition prohibition
for a period of three years after employment has been terminated.
F-18
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Subsequent to November 30, 2001, the Company executed a five-year
employment agreement dated December 1, 2001 between the Company and Mr. Jean
Pikus. Ms. Pikus shall receive an annual salary of $150,000 with annual cost
of living increases tied to a nationally recognized index, as set forth by the
Board of Directors from time to time. The agreement also includes a non-
competition prohibition for a period of three years after employment has been
terminated.
11. Defined Contribution Plan
-------------------------
In 1993, the Company established a 401(k) Plan for its participating
employees to supplement their retirement income. Participation in the plan
is open to all employees who have completed one year of service (twelve
consecutive months). One thousand hours of service is required during the
first year of service. By payroll deduction, employees can contribute to the
Plan from 1% to 15% of their total gross compensation. The Company matches 50%
of the first 8% of employee salary deferrals. This match is made in restricted
Company common stock based upon the value of the stock each December 31st. The
employee match is completely discretionary and can be changed by the employer
in subsequent years to be higher or lower. The value of the employee match
expensed in 2001, 2000, and 1999 was: $83,363; $59,498; and $48,192,
respectively.
12. Stock Options and Awards
------------------------
The Company has one stock option plan, the 1995 Non-Qualified Stock
Option Plan, covering 2,083,334 shares of common stock ("1995 Plan"). As of
November 30, 2001, the Company had issued 2,147,827 shares under the 1995 Plan.
There were 64,493 shares remaining for issuance in connection with future stock
options that may be granted. Option granted are exercisable immediately and
are issued at market price. Subsequently, the Board approved an additional
500,000 shares for issuance and 163,341 stock options were canceled. At this
time, there are 598,848 shares remaining for issuance in connection with future
stock options that may be granted under the 1995 plan.
A summary of Canterbury's stock option activity and related information
for the years ended November 30 is as follows:
2001 2000 1999
---- ---- ----
Number of shares under stock options:
Outstanding at beginning of year 2,178,853 1,488,721 710,866
Granted 607,500 748,250 927,650
Exercised - - -
Canceled (638,526) (58,118) (149,795)
Outstanding and exercisable at end
of year 2,147,827 2,178,853 1,488,721
F-19
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Weighted average exercise price:
Granted $1.11 $3.20 $1.50
Exercised $ - $ - $ -
Canceled $3.58 $8.87 $9.13
Outstanding and exercisable at end
of year $1.96 $2.27 $2.04
Information with respect to stock options outstanding and exercisable at
November 30, 2001, is as follows:
Options Outstanding and Exercisable
Range of Number Outstanding Weighted Average Weighted Average
Exercise Price at 11/30/01 Remaining Life in Years Exercise Price
- -------------- ----------- ----------------------- --------------
$0.53 - $1.56 1,302,000 3.10 $1.07
$2.25 - $3.99 845,827 2.19 $2.76
FASB Statement No. 123 requires pro forma disclosure under the fair
value method of net income and income per share. The fair value for options
was estimated at the date of grant using the Black-Scholes option pricing
model. The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. Because Canterbury's stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its stock options.
The fair weighted average value of options granted in each year and
assumptions used in estimating fair value under the Black-Scholes model are
as follows:
2001 2000 1999
---- ---- ----
Estimated fair value of options granted $372,590 $1,094,385 $359,644
======= ========= =======
Principal assumptions in applying the
Black-Scholes valuation model:
Expected life, in years 2.50 2.50 2.50
Risk-free interest rate 3.55% 5.80% 6.50%
Expected volatility 1.19 .693 .647
Expected dividend yield 0.00% 0.00% 0.00%
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. Had
compensation cost been determined based upon the fair value of stock options
at grant date consistent with FASB Statement No. 123, Canterbury's net income
and income per share would have been reduced to the pro forma amounts
indicated below:
F-20
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
2001 2000 1999
---- ---- ----
Pro forma net income (loss) from
continuing operations $(7,383,409) $401,584 $261,124
Pro forma income (loss) per share from
continuing operations basic and diluted $(.63) $.04 $.03
13. Stockholders' Equity
--------------------
Subsequent to November, 2001 the Company sold 46,875 shares of restricted
common stock in a private placement to a non-affiliate in February, 2002.
Total net proceeds were $15,000.
During 1999, the Company successfully completed a series of private
placements with non-affiliates. From March, 1999 to October, 1999 a total of
four private placements occurred. A total of 2,320,589 restricted common
shares of stock were issued. Total net proceeds totaled $1,471,220. The
Company also issued a total of 397,059 shares of restricted common stock as
finder fees associated with these placements. All private placements had
registration rights. The Company used the proceeds to repay amounts under
the term loan, for general corporate purposes and for working capital.
14. Related Party Transactions
--------------------------
During 1999, the Company performed consulting and web development
services for a start-up, non-public company in which certain officers are
members of the Board of Directors and 18% shareholders. The services billed
during the year totaled $521,500. In March, 2000 the company went public
through a reverse merger. Settlement of this receivable was subsequently
paid during Fiscal 2000 with stock of the public company.
During 2000, the Company performed consulting and web development
services for the same publicly traded organization. The value of the services
provided during the year totaled $1,108,250. These services were paid for
with stock of the public company client. As of November 30, 2000 the Company
owned 1,013,617 shares of this organization. During 2001, the Company
received an additional 233,962 shares in satisfaction of a $372,000 receivable
at November 30, 2000 and an additional 187,722 shares for services provided in
Fiscal 2001 valued at $421,240. A $2,562,000 impairment charge attributable
to the Company's investment in this stock is discussed in Note 16.
At November 30, 2001 and 2000, the total notes receivable plus accrued
interest for issuances of Company common stock to corporate officers, corporate
counsel and certain consultants totaled $4,002,000 and $2,002,000, respectively.
The notes are collateralized by common stock of the Company and are reported as
a contra-equity account. Interest rates range from 4% to 6.6%. At November 30,
2001, $2,000,000 of the notes are recourse and $2,002,000 are non-recourse.
During Fiscal 2001, certain officers and directors of the Company
purchased a 33% ownership interest in a corporation which owns 100% of the
stock of a corporation which has notes payable to the Company in the amount
F-21
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
of $4,774,269 at November 30, 2001 from an owner group who purchased the
business from the Company in 1996. The Company maintained the same level of
security interest protection and the same debt amortization schedule. The
Company earned $408,000 of interest income from these notes in Fiscal 2001.
15. Advertising
-----------
The Company expenses advertising as incurred. Total advertising
expenses included in the results of operations were $287,000, $301,000, and
$347,000 for 2001, 2000, and 1999, respectively.
16. Securities Available for Sale
-----------------------------
At November 30, 2001 and 2000, the Company held investment securities
in public companies. For one of the public companies certain officers and
directors of the Company have an ownership interest in the aggregate of
approximately 18%. Management has estimated the fair value of this investment
at November 30, 2001 and 2000 at $0 and $3,294,000, respectively, and the cost
at November 30, 2001 of $0 after impairment write down. During the fourth
quarter of Fiscal 2001 the Company recorded an impairment charge of $2,562,000
related to the carrying value of the shares previously received from the
public company. The Company's valuation of this investment was based upon the
public company's two consecutive years of operating losses and its current
lack of liquidity. This impairment charge is recorded in other expenses on
the statement of operations.
Other equity securities had a fair value of $0 and $22,000 at November
30, 2001 and 2000, respectively, after impairment writedown. During the
second quarter of Fiscal 2001, the Company recorded an impairment charge of
$75,000 to writedown the value of these securities to $0. Management has
classified these investments as available for sale and are included in non-
current other assets in the accompanying balance sheet. The Company did not
sell any available for sale securities during 2001 or 2000.
17. Unaudited Quarterly Financial Information
-----------------------------------------
2001
First Second Third Fourth Total
----- ------ ----- ------ -----
Revenues $5,897,302 $6,432,704 $8,086,635 $8,627,201 $29,043,842
Gross profit 1,947,864 1,617,689 2,170,649 2,756,213 8,492,415
Income (loss)
before cumulative
effect of change
in accounting
principle 171,326 (1,395,503) 456,215 (6,178,805) (6,946,767)
Net income (loss) (41,762) (1,395,503) 456,215 (6,178,805) (7,159,855)
F-22
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
Earnings per share:
Basic:
Income (loss) per
share before
cumulative effect
of change in
accounting
principle $.02 $(.12) $.04 $(.50) $(.59)
Net income
(loss) per
share` - (.12) .04 (.50) (.61)
Diluted:
Income (loss) per
share before
cumulative effect
of change in
accounting
principle $.02 $(.12) $.04 $(.50) $(.59)
Net income
(loss) per
share - (.12) .04 (.50) (.61)
Weighted average
shares
Basic 10,685,700 11,518,600 12,439,500 12,440,977 11,779,300
Diluted 11,097,200 11,518,600 12,706,700 12,440,977 11,779,300
2000
First Second Third Fourth Total
----- ------ ----- ------ -----
Revenues $5,953,591 $6,009,134 $9,512,377 $8,259,487 $29,734,589
Gross profit 1,637,082 1,655,629 2,407,905 2,205,453 7,906,069
Net income 156,601 371,247 426,100 104,267 1,058,215
Earnings per share:
Basic:
Net income per share $.02 $.04 $.04 $.01 $.11
Diluted:
Net income per share $.02 $.04 $.04 $.00 $.10
Weighted average
shares
Basic 9,508,100 9,655,800 10,345,400 10,685,700 10,027,700
Diluted 10,295,800 10,418,200 11,320,800 11,686,400 11,028,500
F-23
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance at Charged to Balance at
Beginning Costs and Deduction/ End of
Description of Period Expenses Write-off Period
- ----------- --------- -------- --------- ------
Year ended November 30,
1999: Accounts receivable
allowances $96 $92 $ - $188
Year ended November 30,
2000: Accounts receivable
allowances $188 $118 $112 $194
Year ended November 30,
2001: Accounts receivable
allowances $194 $433 $175 $452
F-24
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2001
EXHIBIT
LIST OF SUBSIDIARIES
OF CANTERBURY CONSULTING GROUP, INC.
Canterbury Career Schools, Inc. (inactive)
Canterbury Management Group, Inc.
Star Label Products, Inc. (shell)
MSI/Canterbury Corp.
CALC/Canterbury Corp.
Prosoft/Canterbury Corp. (inactive)
ATM/Canterbury Corp.
USC/Canterbury Corp.
DMI/Canterbury Corp.
DMI-North/Canterbury Corp.
Usertech/Canterbury Corp.
29