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FORM 10-Q
---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: Commission File Number:
August 31, 2003 0-15588
CANTERBURY CONSULTING GROUP, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2170505
- ------------------------------- ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
352 Stokes Road
Suite 200
Medford, New Jersey 08055
---------------------------------------
(Address of principal executive office)
Telephone Number: (609) 953-0044
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
X Yes No
---- ----
The number of shares outstanding of the registrant's common stock as
of the date of the filing of this report 2,097,251 shares.
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
- -----------------------------
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEET
--------------------------
ASSETS
- ------
August 31,
2003 November 30,
(Unaudited) 2002
----------- ------------
Current Assets:
Cash and cash equivalents $ 743,613 $395,477
Accounts receivable, net of
allowance for doubtful accounts
of $362,000 and $383,000 2,574,246 2,850,934
Notes receivable - current portion 521,547 492,377
Prepaid expenses and other assets 300,873 321,826
Inventory, principally finished goods, at cost 389,861 173,118
Deferred income tax benefit 272,660 272,660
---------- ----------
Total Current Assets 4,802,800 4,506,392
Property and equipment at cost, net of
accumulated depreciation of $1,628,000 and
$1,349,000 632,683 885,302
Goodwill 3,608,381 3,608,381
Deferred income tax benefit 3,208,881 2,987,728
Notes receivable 5,587,342 6,474,266
Other assets 204,495 206,910
---------- ----------
Total Assets $18,044,582 $18,668,979
=========== ===========
See Accompanying Notes
2
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
August 31, 2003 November 30,
(Unaudited) 2002
---------------- ------------
Current Liabilities:
Accounts payable - trade $ 1,285,946 $ 618,124
Accrued expenses 565,929 821,298
Unearned revenue 708,729 892,249
Current portion, long-term debt 847,360 882,880
----------- ----------
Total Current Liabilities 3,407,964 3,214,551
Long-term debt 879,678 1,209,625
Subordinated convertible debt 355,000 -
Deferred income tax 1,994,203 2,036,203
--------- -----------
Total Liabilities 6,636,845 6,460,379
Commitments
Stockholders' Equity:
Common stock, $.001 par value, 50,000,000
shares authorized; 1,952,251 and
1,732,959 issued and outstanding 1,952 1,733
Additional paid-in capital 24,093,170 23,782,498
Accumulated deficit (9,091,892) (7,934,823)
Notes receivable for capital stock -
related parties (3,595,493) (3,640,808)
----------- -----------
Total Stockholders' Equity 11,407,737 12,208,600
----------- -----------
Total Liabilities and
Stockholders' Equity $18,044,582 $18,668,979
=========== ===========
See Accompanying Notes
3
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three-Months Ended August 31,
Nine-Months Ended August 31,
2003 2002
2003 2002
----- ----
- ----- ----
(Unaudited) (Unaudited)
(Unaudited) (Unaudited)
Service revenue $ 2,594,839 $ 3,902,293 $
8,688,183 $12,742,931
Product revenue 5,730,849 4,896,253
9,736,999 12,444,266
----------- -----------
- ---------- -----------
Total net revenue 8,325,688 8,798,546
18,425,182 25,187,197
Service costs and expenses 1,872,923 2,818,704
6,356,848 8,446,998
Product costs and expenses 5,188,758 4,491,450
8,638,772 10,810,346
----------- -----------
- ----------- -----------
Total costs and expenses 7,061,681 7,310,154
14,995,620 19,257,344
Gross profit 1,264,007 1,488,392
3,429,562 5,929,853
Selling 448,908 754,507
1,343,527 2,017,395
General and administrative 1,166,801 1,739,849
3,813,179 4,568,251
----------- -----------
- ---------- -----------
Total operating expenses 1,615,709 2,494,356
5,156,706 6,585,646
Other income/(expense)
Interest income 116,258 167,013
387,569 513,275
Interest expense (30,050) (44,835)
(92,429) (149,538)
Other 989 731
2,935 114,937
----------- ------------
- --------- ----------
Total other income 87,197 122,909
298,075 478,674
Loss before income taxes (264,505) (883,055)
(1,429,069) (177,119)
Income tax benefit (69,000) (397,000)
(272,000) (122,000)
----------- -----------
- ---------- -----------
Net loss $ (195,505) $ (486,055)
$(1,157,069) $ (55,119)
============= ===========
=========== ===========
Net loss per share
and common share equivalents
Basic and diluted:
Net loss $ (.11) $(.28)
$(.64) $(.03)
============= ===========
============ ==========
Weighted average number
of common shares - basic 1,852,700 1,726,300
1,814,100 1,749,000
============= ===========
============ ==========
Weighted average number
of common shares - diluted 1,854,500 1,744,700
1,814,700 1,767,500
============= ===========
============= ==========
See Accompanying Notes
4
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED AUGUST 31, 2003 AND AUGUST 31, 2002
August 31, August 31,
2003 2002
------------ --------------
(Unaudited) (Unaudited)
Operating activities:
Net loss $ (1,157,069) $ (55,119)
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 279,481 381,013
Provision for losses on accounts
receivable (20,975) 40,504
Deferred income taxes (253,535) (122,000)
401(k) contributions issued in stock 211,029 92,501
Issuance of stock options to
consultants for services 12,740 -
Issuance of common stock to
officers in lieu of salary 77,504 -
Other assets 2,415 860
Changes in operating assets
Accounts receivable 297,663 176,496
Inventory (216,743) 638,520
Prepaid expenses and other assets 20,953 (61,731)
Income taxes - (18,540)
Accounts payable 667,822 (21)
Accrued expenses (255,369) (118,222)
Unearned revenue (183,520) (1,065,636)
-------- ---------
Net cash used in
operating activities (517,604) (111,375)
-------- ---------
Investing activities:
Capital expenditures, net (26,862) (42,504)
Proceeds from payments on notes
receivable 857,754 336,574
Other - (29,500)
-------- ---------
Net cash provided by investing activities 830,892 264,570
-------- ---------
Financing activities:
Purchase of treasury shares - (250,323)
Proceeds from issuance of common stock - 15,000
Proceeds from revolving line of credit - 300,000
Proceeds from subordinated convertible
debt 355,000 -
Proceeds from payments on notes
receivable for capital stock -
related parties 45,315 -
Principal payments on long term debt (365,467) (557,245)
-------- --------
Net cash provided by/
(used in) financing activities 34,848 (492,568)
-------- --------
Net increase/(decrease) in cash 348,136 (339,373)
---------- ---------
Cash, beginning of period 395,477 664,850
---------- ---------
Cash, end of period $ 743,613 $ 325,477
========== =========
See Accompanying Notes
6
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
1. Operations and Summary of Significant Accounting Policies
- --------------------------------------------------------------
Basis of Presentation
- ----------------------
The accompanying unaudited consolidated financial statements have
been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and note disclosures
normally included in annual financial statements prepared in accordance
with accounting principles generally accepted in the United States have
been condensed or omitted pursuant to those rules and regulations. It
is suggested that these unaudited consolidated financial statements be
read in conjunction with the financial statements and the notes thereto
included in the Company's 10-K for the year ended November 30, 2002. In
the opinion of management, all adjustments (which consist only of normal
recurring accruals) necessary to present fairly the financial position,
results of operations and cash flows of all periods presented have been
made. Quarterly results are not necessarily indicative of results for
the full year.
Description of Business
- ------------------------
Canterbury Consulting Group, Inc. provides broad based information
technology and management consulting services and training to both
corporate and government clients. Canterbury's mandate is to become an
integral part of its clients' management and technical infrastructure,
designing and applying the best products and services to help them
achieve a competitive advantage.
For information about the Company's revenues, profit or loss, and
assets by segment, see Note 2 of the Notes to Consolidated Financial
Statements.
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.
Use of Estimates
- ----------------
Our consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United
States (US GAAP). The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amounts in
the financial statements and accompanying notes. These estimates form
the basis for judgments we make about the carrying values of assets and
liabilities that are not readily apparent from other sources. We base
our estimates and judgments on historical experience and on various
other assumptions that we believe are reasonable under the
circumstances. However, future events are subject to change and the best
estimates and judgments routinely require adjustment. US GAAP requires
us to make estimates and judgments in several areas, including those
related to impairment of goodwill and equity investments, revenue
recognition, recoverability of inventory and receivables, the useful
lives of long lived assets such as property and equipment, the future
realization of deferred income tax benefits and the recording of various
accruals. The ultimate outcome and actual results could differ from the
estimates and assumptions used.
Change in Accounting
- ----------------------
As of December 1, 2001, the Company adopted SFAS 142, "Goodwill and
Other Intangible Assets," which addresses the financial accounting and
reporting standards for goodwill subsequent to its acquisition. This
standard requires that goodwill no longer be amortized, and instead, be
tested for impairment on an annual basis.
Reverse Stock Split
- -------------------
On January 24, 2003, the Company's Board of Directors approved a one
for seven reverse stock split of the Company's common shares. All share
and per share information contained in these financial statements gives
retroactive effect to the 1 for 7 reverse stock split.
Concentration of Risk
- ----------------------
As previously discussed, the Company is in the business of providing
management and information technology services and training. These services
are provided to a large number of customers in various industries in the
United States. The Company's trade accounts receivable are exposed to
credit risk, but the risk is limited due to the diversity of the
customer base and the customers wide geographic dispersion. The Company
performs ongoing credit evaluations of its customers' financial
condition. The Company maintains reserves for potential bad debt losses
and such bad debt losses have been within the Company's expectations.
The Company maintains cash balances at 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.
For the quarter ended August 31, 2003, a significant number of local
and state agencies in Maryland purchased equipment under a contract with
the City of Baltimore from USC/Canterbury (Value Added Hardware Reseller
Segment). Total purchases under this contract represented 33% of this
segment's revenue and 22% of consolidated revenue. If this contract is
not renegotiated or extended in early 2004, USC/Canterbury would not have
access to sell into the City of Baltimore. As of the date of this
filing, the existing contract is being presented to the Board of
Estimates for a four-month extension. It is estimated that the Request
for Proposal for the new contract will not be sent out until early
November. A second group of customers, from a county in Virginia,
accounted for 61% of the revenues in the reseller segment and 42% of
consolidated revenues for the quarter. This group of over 80 customers
purchased equipment from USC/Canterbury under the City of Baltimore
contract as well. Approximately 70% of this revenue could be purchased
under the Virginia state contract if the Baltimore contract is not
renewed in early 2004.
Five of the six Canterbury operating subsidiaries are headquartered
in the Mid Atlantic and Northeast region of the country. As such, the
majority of revenues for the first nine months of Fiscal 2003 and Fiscal
2002 were generated in these two geographic regions.
Reclassifications
- ------------------
Certain reclassifications have been made to prior years balances in
order to conform to current presentations.
2. Segment Reporting
- ----------------------
The Company is organized into four operating segments and the corporate
office. The operating segments are: training and consulting, value added
hardware reseller, technical staffing and software development. Prior to
the adoption of SFAS 142 for fiscal 2002, the Company accounted for
goodwill and any related amortization expense or impairment charges at the
corporate level. For Fiscal 2003, goodwill has been assigned to reporting
units for purposes of impairment testing and segment reporting as required
by SFAS 142. Summarized financial information for the three months and
nine months ended August 31, 2003 and August 31, 2002, for each segment,
is as follows:
For the nine months ended August 31,
Training Value Added
and Hardware Technical Software
2003 Consulting Reseller Staffing Development
Corporate Total
- ---- ---------- -------- --------- -----------
- --------- -----
Revenues $ 8,319,397 $ 9,570,193 $368,786 $166,806 $ -
$18,425,182
(Loss) income
before taxes (942,984) 393,223 13,813 (969)
(892,152) (1,429,069)
Assets 5,864,023 1,704,724 29,283 206,628
10,239,924 18,044,582
Interest income 214 - - -
387,355 387,569
Interest expense 47,697 821 - 2,071
41,840 92,429
Depreciation and
amortization 239,673 14,122 2,431 5,647 17,608
279,481
Training Value Added
and Hardware Technical Software
2002 Consulting Reseller Staffing Development
Corporate Total
- ---- ---------- -------- --------- -----------
- --------- -----
Revenues $12,015,197 $12,332,002 $ 727,734 $112,264 $ -
$25,187,197
(Loss) income
before taxes 6,445 662,994 (70,593) (18,708)
(757,257) (117,119)
Assets 8,264,901 2,866,391 184,110 64,321
12,037,225 23,416,948
Interest income 460 - - 2,050
510,765 513,275
Interest expense 77,797 588 - 2,952
68,201 149,538
Depreciation and
amortization 314,032 29,290 14,573 6,394 16,724
381,013
For the three months ended August 31,
Training Value Added
and Hardware Technical Software
2003 Consulting Reseller Staffing Development
Corporate Total
- ---- ---------- -------- --------- -----------
- --------- -----
Revenues $ 2,511,377 $ 5,706,960 $ 83,462 $ 23,889 $ -
$ 8,325,688
(Loss) income
before taxes (280,384) 286,749 33,966 (5,337)
(299,499) (264,505)
Assets 5,864,023 1,704,724 29,283 206,628
10,239,924 18,044,582
Interest income - - - -
116,258 116,258
Interest expense 15,277 294 - 643
13,836 30,050
Depreciation and
amortization 69,442 4,540 477 1,761 5,668
81,888
Training Value Added
and Hardware Technical Software
2002 Consulting Reseller Staffing Development
Corporate Total
- ---- ---------- -------- --------- -----------
- --------- -----
Revenues $ 3,753,173 $ 4,893,134 $ 149,120 $ 3,119 $ -
$ 8,798,546
(Loss) income
before taxes (352,626) 2,570 (143,009) (7,967)
(382,023) (883,055)
Assets 8,264,901 2,866,391 184,110 64,321
12,037,225 23,416,948
Interest income - - - -
167,013 167,013
Interest expense 24,937 565 - 881
18,452 44,835
Depreciation and
amortization 100,923 7,764 4,018 514 5,633
118,852
3. Notes Receivable
- --------------------
The Company holds a note receivable with a remaining balance in the
amount of $2,272,219 at August 31, 2003. This note was received in
November 1995 as part of the consideration for the sale of a former
subsidiary. The Company was scheduled to receive monthly payments of
$33,975 inclusive of interest at 7.79% per year through November 2005 and
a balloon payment of $1,707,000 in December 2005. As a subsequent event,
during September, 2003, the Company received $2,295,327 representing the
remaining principal balance plus accrued interest.
In addition, the Company held notes receivable assets from a related
party in the aggregate amount of $3,836,669 at August 31, 2003. These
notes have interest terms that average 7.3% per year and are scheduled to
mature at various dates through November 2006, with a balloon payment of
$1,948,000 in December, 2006. The aggregate amount includes an $860,000
demand note. During April, 2003, in order to fortify the liquidity of the
balance sheet, the Company negotiated a $500,000 paydown of the demand
note (from $1,360,000 to $860,000). On April 3, 2003 the independent
directors, who are a majority of the Board of Directors of Canterbury,
voted to reduce the annual interest rate on the note from 10% to 5% per
annum in exchange for the principal payment of $500,000 which was
received by the Company during April, 2003. The demand note is included
in the non-current portion of notes receivable at August 31, 2003 and
November 30, 2002.
The company has received all scheduled monthly installments for all of
its notes receivable outstanding as of August 31, 2003.
4. Property and Equipment
- --------------------------
Property and equipment, which is recorded at cost, consists of the
following:
August 31, November 30,
2003 2002
---- ----
Machinery and equipment $1,657,136 $1,630,274
Furniture and fixtures 454,407 454,407
Leased property under capital leases
and leasehold improvements 149,345 149,345
---------- -----------
2,260,888 2,234,026
Less: Accumulated depreciation (1,628,205) (1,348,724)
---------- -----------
Net property and equipment $ 632,683 $ 885,302
========== ===========
Accumulated depreciation of leased property under capital leases at
August 31, 2003 amounted to $146,000.
5. Long-Term Debt
- ------------------
August 31, November 30,
2003 2002
Long-term obligations consist of: ---- --------
Term loan with Bank $ 800,000 $1,025,000
Note payable for acquisition 800,000 800,000
Capital lease obligations 1,996 23,841
Notes payable - equipment 125,042 243,664
---------- -----------
1,727,038 2,092,505
Less: Current maturities (847,360) (882,880)
---------- -----------
$ 879,678 $1,209,625
========== ==========
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 Bank in full
satisfaction of the Company's outstanding obligations, from the proceeds
of a $1,500,000 five-year term loan from Commerce. As of August 31,
2003, $700,000 of this loan has been repaid. As a subsequent event, on
September 18, 2003 the remaining balance of this term loan of $800,000
was repaid from the proceeds of the prepayment of the note receivable as
described in Note 3. As a result of this payoff, the Company currently
has no bank debt and is in the process of renegotiating its current loan
agreement with the Bank. While renegotiating the current loan agreement,
the Company will incur no bank fees and will be precluded from borrowing
under the existing revolving loan agreement.
As part of the refinancing, the Company also secured a two-year
$2,500,000 working capital line of credit with Commerce 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. This $1,500,000 has
been repaid in full. Both loans carry an interest rate of the prime rate
plus 1% with a floor of 5%. During June, 2003 the Bank extended the term
on the revolving line of credit until May 1, 2005. Effective April,
2003, the maximum amount available under the credit facility had been
reduced from $2,500,000 to $1,500,000 less the principal balance
outstanding under the Commerce Bank term loan, subject to receivable and
inventory levels. The total available line at August 31, 2003 was
$700,000. The Company is in compliance with all financial covenants in
the loan agreement as of August 31, 2003. As stated above, the Company
has suspended its credit facility arrangement with Commerce Bank in
September 2003 pending a renegotiation of terms.
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.
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
three years at an annual amount of $400,000 plus accrued interest at 7% per
annum on the outstanding balance. On August 4, 2003, the Company initiated
mandatory binding arbitration proceedings against Ceridian Corporation, the
previous owner of Usertech/Canterbury, as called for in the Stock Purchase
Agreement between the parties. The Company's claims arise from the
September 2001 purchase of User Technology Services, Inc. from Ceridian.
Canterbury is making various claims ranging from breach of
contract/warranty to actual/legal fraud, fraudulent concealment,
constructive/equitable fraud, and negligent/misrepresentation. The
previous owners have denied the allegations set forth by the Company and
has instituted a counterclaim in the arbitration proceedings. They are
claiming breach of a sublease agreement by Canterbury for office space.
Canterbury had denied the allegations set forth in the counterclaim. In
order to pursue its claims, Canterbury will sustain ongoing legal and
filing fees and there is no assurance that the aforementioned arbitration
will result in a favorable outcome on behalf of Canterbury. As a result of
this pending arbitration and the extent of the damages claimed, the Company
has withheld the scheduled $400,000 principal, as well as accrued interest
of $56,000 payment due on September 28, 2003.
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 over three years with interest at an
annual rate of 3.75%. At August 31, 2003, the note payable had an
outstanding balance of $97,520.
Aggregate fiscal maturities on long-term debt, exclusive of obligations
under capital leases, are approximately $515,000 in 2003; $773,000 in
2004; $307,000 in 2005; and $130,000 in 2006.
The carrying value of the long-term debt approximates its fair value.
On June 3, 2003 the Board of Directors of Canterbury approved a
private placement for the Company. Ten units of 7 3/4% Subordinated
Convertible Promissory Notes at $35,500 each were issued representing
total proceeds to the Company of $355,000. The notes are convertible
into Canterbury restricted stock at $.355 per share. The notes, if not
converted into restricted stock before then, mature at June 2, 2006 and
the entire loan amount must be repaid at that time. These notes were
subordinate to the Commerce Bank debt at August 31, 2003.
6. Capital Leases
- ------------------
Capital lease obligations are for certain equipment leases which
expire through fiscal year 2003. Future required payments under
capitalized leases together with the present value, calculated at the
respective leases' implicit interest rate of approximately 10.5% to 14.3%
at their inception is as follows at August 31, 2003:
Total minimum lease payments through November 30, 2003 $ 2,068
Less amount representing interest (72)
---------
Present value of long-term obligations under capital leases $ 1,996
=========
7. Related Party Transactions
- ---------------------------------
During Fiscal 2001, certain officers and directors of the Company
purchased a 33% ownership interest in a corporation from an outside group
who had purchased the business from the Company in 1996. The Company holds
notes receivable from the corporation in the amount of $3,836,669 at
August 31, 2003. The Company maintained the same level of security
interest protection and the same debt amortization schedule.
At August 31, 2003 and November 30, 2002, the total notes receivable
plus accrued interest for issuances of Company common stock to corporate
officers, corporate counsel and certain consultants totaled $3,595,000
and $3,641,000, respectively. These non-recourse 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%. Prior to
July 17, 2002, $1,739,000 of these notes were recourse notes.
On July 17, 2002 the Compensation Committee recommended, and the Board
of Directors approved a modification of the April 10, 2001 and the May
16, 2001 notes. The notes became non-recourse as to principal and
interest as of September 1, 2002 with the issued shares continuing to
collateralize the notes. All accrued interest on the notes as of
September 1, 2002 has been paid to the Company. Principal and interest
must be paid by each recipient before they are entitled to sell their
respective shares. If principal and interest have not been paid by the
maturity date of the recipient notes, then recipients' sole obligation
shall be that any shares relating to this nonpayment shall be forfeited
and returned to the Company. If this event were to occur, both the
underlying shares and the notes receivable would be cancelled with no
effect on the net worth of the Company. In consideration for this
modification the term of these notes was reduced and shortened from April
and May, 2006 to December 31, 2004. The Board also prohibited the
issuance of any stock options, stock or any other form of equity for all
of Fiscal 2002 to the recipients. In the past, the Board has issued
and/or granted significant amounts of equity (in the form of stock
options or stock purchases) to these recipients on an annual basis. Also
by reducing the term of these notes the Compensation Committee believed
that management would have a further inducement to accelerate their
efforts to increase shareholder value or risk the loss of their shares.
On June 3, 2003 the Board of Directors of Canterbury approved a private
placement for the Company in the form of a 7 3/4% Senior Convertible
Promissory Note. The net proceeds of this private placement were used for
working capital to operate the Company in order to offset the operating cash
flow shortfall in the fourth quarter of Fiscal 2002, and the first quarter
of Fiscal 2003, and to partially replace the $1,000,000 reduction in the
Company's credit facility by its bank. This note is convertible into
Canterbury restricted common stock at $.355 per share. The notes, if not
converted into restricted common stock before then, mature in 36 months and
the entire loan amount of $355,000 must be repaid at that time. The ten
convertible note units represent total potential dilution of one million
shares if all of the notes are converted into common stock. Ten units at
$35,500 each were sold. Four units were purchased by affiliates of the
Company and six units were purchased by non-affiliates. This debt is
subordinate to all current and future bank debt, but is senior to all other
current and future Company indebtedness.
The shareholders of the Company will be asked to ratify the issuance of
these notes in the Proxy Statement for the Annual Meeting to be held in
November, 2003. In the interim, the note holders have agreed not to
exercise the conversion feature of the notes until after the Annual
Meeting, pending shareholder approval.
8. Stock Listing
- -----------------
On February 15, 2002 the Company was notified by Nasdaq that it had
until May 15, 2002 to come into compliance with the Nasdaq minimum $1.00
per share bid price requirement for continued inclusion of the Company's
National Market listing. The Company was and is in full compliance with
the remaining listing requirements of Nasdaq's Maintenance Standard #1.
The Company complied with the minimum price requirements by closing at a
$1.00 per share bid price for a period of 11 consecutive trading days
before May 15, 2002. The minimum requirement was that the Company's
common stock close at a $1.00 bid or better for 10 consecutive trading
days. Even though the Company met the minimum price requirement, Nasdaq
considered intra day trading activity below $1.00 during the 11-day
period and did not approve the Company's continued listing on the
National Market. The Company appealed Nasdaq's initial decision and
appeared before an appeal panel on June 21, 2002. The appeal was denied
and on July 31, 2002 the Company's common stock began trading on the
Nasdaq SmallCap Market. In order to stay listed on the Nasdaq SmallCap
Market, the Company's stock was required to close above a $1 bid price
for at least 10 consecutive trading days by February 10, 2003.
In order to remain in compliance with the Nasdaq minimum price
requirement, the Board of Directors voted for a one for seven reverse
split effective January 24, 2003. On February 13, 2003 the Company
received a letter from Nasdaq stating that Canterbury had evidenced
compliance with all requirements necessary for continued listing on the
Nasdaq SmallCap Market. Accordingly, Nasdaq determined to continue the
listing of the Company's securities on the Nasdaq SmallCap Market.
On May 8, 2003 Canterbury received a written notification from the
Nasdaq Listing Qualifications Section. The letter stated that because
the closing bid price of Canterbury's common stock for the previous 30
consecutive trading days was less than the required $1.00 per share, the
Company had until November 4, 2003 to trade at a closing bid price of
$1.00 per share or more for a minimum of 10 consecutive trading days, or
be delisted. In addition, even if the 10 consecutive trading days are
achieved, there is no assurance that Canterbury would automatically
remain on Nasdaq. As per the Nasdaq Notice Letter of Deficiency, "In
determining whether to monitor the bid price beyond 10 business days,
Nasdaq will consider the following four factors: (i) margin of
compliance; (ii) trading volume; (iii) the market maker montage; and,
(iv) the trend of the stock price." If, in the opinion of Nasdaq, the
Company is not in compliance on November 4, 2003, additional criteria and
an appeal process may be available.
On September 10, 2003 the Company received the following letter from the
Nasdaq Listing Qualifications Section. "On May 8, 2003, Staff notified
the Company that its common stock failed to maintain a minimum bid price
of $1.00 over the previous 30 consecutive trading days as required by The
Nasdaq SmallCap Market set forth in Marketplace Rule 4310(c)(4) (the
"Rule"). In accordance with Marketplace Rule 4310(c)(8)(D), the Company
was provided 180 calendar days, or until November 4, 2003, to regain
compliance with the Rule. Since then, the closing bid price of the
Company's common stock has been at $1.00 per share or greater for at
least 10 consecutive trading days. Accordingly, the Company has regained
compliance with the Rule and this matter is now closed."
Item 2. Management's Discussion of Financial Condition and Results
of Operations
- ------------------------------------------------------------------------
Cautionary Statement
- ---------------------
When used in this Report on Form 10-Q 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 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.
Procedures and Controls
- ------------------------
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of the Company's disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are
effective. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
Liquidity and Capital Resources
- --------------------------------
Working capital at August 31, 2003, was $1,395,000. This was an
increase of $103,000 since November 30, 2002. The increase was the net
result of the additional liquidity provided by the $500,000 payment on a
long term note receivable from a related party in the second quarter
coupled with the $355,000 received from the private placement of Senior
Convertible Notes in the third quarter, offset by the negative effect of
the nine-month loss on working capital. The September 2003 accelerated
collection of a note receivable, as reported in Note 3, and the associated
payoff of the remaining bank debt increased working capital by $1,548,000.
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, from the proceeds of
a $1,500,000 five-year term loan from Commerce. As of August 31, 2003,
$700,000 of this loan has been repaid.
As part of the refinancing, the Company also secured a two-year
$2,500,000 working capital line of credit with Commerce 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. This $1,500,000 has
been repaid in full. Both loans carry an interest rate of the prime rate
plus 1% with a floor of 5%. During June, 2003 the Bank extended the term
on the revolving line of credit until May 1, 2005. Effective April,
2003, the maximum amount available under the credit facility had been
reduced from $2,500,000 to $1,500,000 less the principal balance
outstanding under the Commerce Bank term loan, subject to receivable and
inventory levels. The total available line at August 31, 2003 was
$700,000. The Company is in compliance with all financial covenants in
the loan agreement as of August 31, 2003. As stated above, the Company
has suspended its credit facility arrangement with Commerce Bank in
September 2003 pending a renegotiation of terms.
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.
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
three years at an annual amount of $400,000 plus accrued interest at 7% per
annum on the outstanding balance. On August 4, 2003, the Company initiated
mandatory binding arbitration proceedings against Ceridian Corporation, the
previous owner of Usertech/Canterbury, as called for in the Stock Purchase
Agreement between the parties. The Company's claims arise from the
September 2001 purchase of User Technology Services, Inc. from Ceridian.
Canterbury is making various claims ranging from breach of
contract/warranty to actual/legal fraud, fraudulent concealment,
constructive/equitable fraud, and negligent/misrepresentation. The
previous owners have denied the allegations set forth by the Company and
has instituted a counterclaim in the arbitration proceedings. They are
claiming breach of a sublease agreement by Canterbury for office space.
Canterbury had denied the allegations set forth in the counterclaim. In
order to pursue its claims, Canterbury will sustain ongoing legal and
filing fees and there is no assurance that the aforementioned arbitration
will result in a favorable outcome on behalf of Canterbury. As a result of
this pending arbitration and the extent of the damages claimed, the Company
has withheld the scheduled $400,000 principal, as well as accrued interest
of $56,000 payment due on September 28, 2003.
Management believes that potential cash flow contributions from the
Company's operating subsidiaries, and utilizing the proceeds from the
demand note paydown in April and the private placement in June, 2003 as
well as the proceeds from the September, 2003 early payoff of a long term
notes receivable should be sufficient to cover cash flow requirements for
Fiscal 2003. However, if economic conditions deteriorate or if the Company
requires additional working capital to support an economic expansion,
additional working capital may need to be raised. There was no material
commitment for capital expenditures as of August 31, 2003. Inflation was
not a significant factor in the Company's financial statements.
Cash flow from operating activities for the nine months ended August
31, 2003 was ($518,000) a decrease of $407,000 over the first nine months
of Fiscal 2002. The reduction in operating cash flow in 2003 was due in
large part to the reduced levels of operating profitability from each of
the subsidiaries as well as a temporary increase in inventory levels at
August 31, 2003 due to delayed shipments of hardware to clients. During
the third quarter of Fiscal 2003 operating cash flow was $295,000. This
improvement was due to a reduction in receivables ($435,000) and
inventory ($278,000) offset by a decrease in accounts payable of $324,000
and unearned revenue of $77,000.
On June 3, 2003 the Board of Directors of Canterbury approved a private
placement for the Company in the form of a 7 3/4% Senior Convertible
Promissory Note. The net proceeds of this private placement were used for
working capital to operate the Company in order to offset the operating cash
flow shortfall in the fourth quarter of Fiscal 2002, and the first quarter
of Fiscal 2003, and to partially replace the $1,000,000 reduction in the
Company's credit facility by its bank. This note is convertible into
Canterbury restricted common stock at $.355 per share. The notes, if not
converted into restricted common stock before then, mature in 36 months and
the entire loan amount of $355,000 must be repaid at that time. The ten
convertible note units represent total potential dilution of one million
shares if all of the notes are converted into common stock. Ten units at
$35,500 each were sold. Four units were purchased by affiliates of the
Company and six units were purchased by non-affiliates. This debt is
subordinate to all current and future bank debt, but is senior to all other
current and future Company indebtedness.
The shareholders of the Company will be asked to ratify the issuance of
these notes in the Proxy Statement for the Annual Meeting to be held in
November, 2003. In the interim, the note holders have agreed not to
exercise the conversion feature of the notes until after the Annual
Meeting, pending shareholder approval.
During September, 2003 the Company received $2,295,327 representing the
remaining principal balance plus accrued interest from a note receivable
which was scheduled to matured in December, 2005. With the proceeds from
this prepayment, the Company paid off the remaining term debt of $800,000 to
the Bank. The aforementioned transactions and occurrences fortified the
Company's working capital and liquidity.
RESULTS OF OPERATIONS
- ----------------------
Revenues
- --------
Total revenues for the three months ended August 31, 2003 decreased by
$472,000 (5%) from the same three-month period in Fiscal 2002. Service
revenue decreased by $1,307,000 (33%) and product revenue increased by
$835,000 (17%) during the third quarter of Fiscal 2003 as compared to the
third quarter of Fiscal 2002. With the exception of the Value Added
Hardware Reseller segment, all operating segments experienced a revenue
downturn during the quarter from the previous year.
For the nine months ended August 31, 2003, total revenue decreased by
$6,762,000 (27%). Service revenue decreased by $4,055,000 (32%) and
product revenue declined by $2,707,000 (22%).
The declining revenue in all of the operating segments is the result
of reduced client spending in our sector of information technology and
training. Budgets have been reduced or eliminated. Projects have been
delayed or reduced in scope. Many businesses are attempting to use
internal resources instead of outsourcing in an attempt to save money
during these difficult economic times. The Company is dealing with this
business downturn in a number of ways. Facility consolidations and
closures, workforce reductions in areas other than sales, salary freezes
and reductions, and the hiring of more sales personnel are all being
utilized as a means to preserve cash and to increase revenues and cash
flow. While revenues have declined across the board, the Company has
taken aggressive steps to reduce fixed costs and lower the overall
breakeven point for the business.
CALC/Canterbury Corp, a wholly owned subsidiary, has experienced a
significant decline in the demand for public desktop and technical
training over the past several years. The fixed costs associated with
providing this type of computer training are very high. Rent, facility,
personnel, registration, scheduling and technical support are all fixed
expenses necessary to offer this training. The Company has decided that
it can no longer stay in this particular market segment and is currently
transitioning away from this delivery platform. Discussions with the
various landlords are in process to negotiate a surrender of the
classrooms currently under lease. CALC/Canterbury has been paying
approximately $100,000 a month in rent and utilities for its four
training facilities, which have been grossly underutilized. The Company
intends to withdraw from the public training market entirely, and
reposition its training skills and capabilities toward private training
at the customer's facility or in per diem rented facilities; developing
and selling distance learning products, providing various technical
services along with cooperative selling efforts with select channel
partners.
As previously stated, the Company had attempted to bolster its public
training business by establishing a licensing agreement with ExecuTrain,
an international learning solutions provider. To date, CALC/Canterbury
has not realized any significant incremental revenue from this
relationship and is in process of either canceling the arrangement or
significantly altering it.
In the event CALC/Canterbury is not successful in negotiating a
mutually acceptable surrender of the four training facilities, with an
aggregate remaining lease obligation in excess of $4,000,000,
CALC/Canterbury will be forced to file for protection in bankruptcy
court. It is anticipated that this could occur as early as the beginning
of November, 2003.
Usertech/Canterbury experienced a significant downturn in revenues
during Fiscal 2003. For the first nine-months of Fiscal 2003 revenues
have declined by almost $3,200,000 (44%) as compared to the first nine-
months of Fiscal 2002, representing the majority of the decrease in
service revenue. Several large projects ended at the end of last year
and were not replaced with new business. Many of Usertech/Canterbury's
consultants were underutilized during the first quarter of Fiscal 2003.
As the softness in revenue has continued into the early part of Fiscal
2003, the Company has taken several significant steps to preserve cash
flow. First, the Saddlebrook, New Jersey office was closed in December,
2002 and those employees were relocated to Parsippany, New Jersey to
share office space with CALC/Canterbury. The Company saved approximately
$175,000 annually by not renewing the Saddlebrook lease. There was also
a significant workforce reduction during the first quarter of 2003.
Twenty-seven (27) employees were laid off resulting in annual salary and
benefits savings of approximately $2,200,000. As a result of this staff
reduction, Usertech/Canterbury's organization was restructured and
streamlined resulting in additional savings. Usertech/Canterbury is also
searching for additional account executives in order to reach more
potential customers on a national basis. Continued softness in new sales
opportunities has led to additional layoffs subsequent to August 31,
2003. Approximately $660,000 in additional annual salaries will be
eliminated by the end of Fiscal 2003. While the Company hopes that this
sales downturn is temporary, the reduction in full-time employees will
allow for more flexibility going forward. It is planned that increased
demand will be staffed with part-time employees and/or consultants,
increasing the variable cost component of the operation.
As previously reported, the Company has filed for binding arbitration
against Ceridian Corporation, which is the public company from whom
Usertech was purchased in September 2001. The Company believes that a
significant part of Usertech's losses since that acquisition date are
attributable to Ceridian's actions or lack thereof.
USC/Canterbury has been dealing with a number of business issues as a
result of the Hewlett-Packard/Compaq merger. Lower margins, more
competition and delays in product availability have all taken their toll
on revenues. USC/Canterbury is attempting to expand its reseller
relationships to manufacturers other than Hewlett Packard and Compaq in
order to provide customers with more purchasing options as well as to
reduce its dependence on a sole source for product. The majority of
USC/Canterbury's clients are municipalities in state and local
government. With many state budgets running at a deficit, there is less
money being allocated to information technology spending. USC/Canterbury
continues to focus on expanding its business to commercial clients to
reduce its overall dependence on government clients. The pending change
with Hewlett Packard to an agent model from the current system of
recording gross revenues and costs did not have a material impact on
revenues for the first nine months of Fiscal 2003. Gross margins for the
third quarter were 9.5% and on a year-to-date basis margins are 10%. For
the quarter ended August 31, 2003, a significant number of local and
state agencies in Maryland purchased equipment under a contract with the
City of Baltimore from USC/Canterbury (Value Added Hardware Reseller
Segment). Total purchases under this contract represented 33% of this
segment's revenue and 22% of consolidated revenue. If this contract were
not renegotiated or extended in early 2004, USC/Canterbury would not have
access to sell into the City of Baltimore. As of the date of this
filing, the existing contract is being presented to the Board of
Estimates for a four-month extension. It is estimated that the Request
for Proposal for the new contract will not be sent out until early
November. A second group of customers, from a county in Virginia,
accounted for 61% of revenues in the reseller segment and 42% of
consolidated revenues for the quarter. This group of over 80 customers
purchased equipment from USC/Canterbury under the City of Baltimore
contract as well. Approximately 70% of this revenue could be purchased
under the Virginia state contract if the Baltimore contract is not
renewed in early 2004.
MSI/Canterbury's management and sales training tends to be a more
discretionary expenditure by its clients during difficult economic times.
Many clients have reduced or eliminated certain programs for the time
being. Over the past thirty years of its existence MSI/Canterbury has
experienced the ebb and flow caused by cyclical economic conditions.
While dealing with the current downturn, this subsidiary has taken
several steps to address the situation. First, MSI/Canterbury has
expanded its reach by entering into several alliance programs with local
chambers of commerce. There have been reductions in support staff and
consultants, while at the same time an ongoing search for qualified sales
personnel is being conducted. MSI/Canterbury is developing distance
learning products to complement its live delivery platform.
ATM/Canterbury has also experienced declining revenues caused in large
part to the downturn in spending for information technology products as a
result of weak economic conditions in the country. New products have
been developed in an effort to penetrate markets that were previously not
addressed. Lower priced versions of various software packages are being
introduced to new clients who have less demanding performance
requirements. ATM/Canterbury continues to search for strategic partners
who will use its software as an integral component in a packaged solution
for asset tracking or document tracking and retrieval.
DMI/Canterbury's revenues have been adversely affected by the weak
economic condition of many of the industries that it serves. A lack of
information technology job openings coupled with a surplus of IT
professionals has resulted in a reduction in revenue. It is anticipated
that this decline in revenue will continue for at least the remainder of
the year. Steps have been taken to reduce operating expenses in order to
reduce the likelihood of future pretax losses for this segment.
The Company continues to advocate and promote cross marketing between
all of its operating subsidiaries. During the current economic downturn,
the number of opportunities for Canterbury to provide an all-inclusive
technology or training solution to its substantial customer list has been
limited. All of the subsidiaries continue to present a full complement
of Canterbury products and services to their clients. It is management's
belief that when business conditions improve, the Company could inherit
markets that have been abandoned by competitors who have gone out of
business, or who do not have sufficient working capital to take advantage
of future opportunities.
Costs and Expenses
- ------------------
Total costs and expenses decreased by $248,000 (3%) during the third
quarter of Fiscal 2003 as compared to the third quarter of Fiscal 2002.
Service costs declined by $946,000 (34%), while product costs increased
by $698,000 (15%). The decrease in service costs is a direct result of
the lower revenues recognized during the quarter and aggressive cost
cutting by Company management. The consolidated gross profit margin
decreased from 17% for the third quarter of Fiscal 2003 to 15% in the
third quarter of Fiscal 2003. This was due in large part to product mix,
as a higher percentage of revenues in the third quarter of Fiscal 2003
was derived from lower margin product sales. The significant cost
reductions outlined previously have had a positive impact on gross
margins as the overall breakeven point for the business has been greatly
reduced. The major challenge facing management is to increase overall
sales volume to capitalize on the improved cost structure of its
businesses.
Gross profit on services for the third quarter was 28% in Fiscal 2002
and in Fiscal 2003. The Company was able to maintain the same gross
profit percentage in Fiscal 2003 on lower revenues due to the
significant cost cutting undertaken earlier in the year. Product margins
increased to 10% from 8% in the previous year's third quarter. Even with
lower sales volume and discontinued rebate programs, USC/Canterbury has
been able to maintain itself by utilizing strategic sales initiatives and
maximizing manufacturer and distributor incentive programs wherever
available.
Selling expense declined by $305,000 (40%) during the third quarter of
Fiscal 2003, as compared to Fiscal 2002, and $674,000 (33 %) for the
first nine months of Fiscal 2003 compared to Fiscal 2002, due primarily
to reductions in personnel related expenses including reduced commissions
on lower reported revenues and gross profit.
General and administrative expenses were reduced by $573,000 (33%)
during the third quarter of Fiscal 2003 as compared to the same three-
month period in Fiscal 2002. Reduction in personnel, salary freezes and
pay reductions were the primary reason for the reduction. Also the
closing of the Saddlebrook facility in the beginning of the year
accounted for approximately $50,000 of cost savings during the third
quarter.
On March 1, 2003 Canterbury's corporate management team, inclusive of
the Chairman, President and Vice President, have voluntarily reduced
their present salaries by 8%. This was in line with a concurrently
instituted 8% salary reduction at one of the Company's largest subsidiaries.
As a subsequent event, On August 18, 2003, on the recommendation of Mr.
Frank Cappiello, the Chairman of the Compensation Committee of the Board of
Directors, the Chairman, President and Vice President agreed to continue
their voluntary 8% salary cuts through November 30, 2003 even though they
have employment contracts in place. In lieu of the cash lost they were
offered a block of restricted common stock on which they must be
personally responsible for the applicable federal and state income taxes.
Due to the restrictions on the sale of the stock, the stock was valued at
50% of the closing price on Nasdaq on the day prior to this Board
Resolution and its acceptance by the three aforementioned individuals. A
charge of $77,000 was made during the third quarter to reflect the cost
of this stock.
Interest income decreased by $51,000 (30%) during the third quarter of
Fiscal 2003 as compared to the same period in the previous year. This is
due in part to the reduction in notes receivable balance coupled with the
reduced interest rate on the demand note with a related party which was
negotiated as part of a paydown during April, 2003. This reduction
also holds true for the nine-month period ended August 31, 2003.
Because of the early paydown of a note receivable in September 2003,
interest income will be significantly reduced in future periods. The
note receivable that was paid down carried a 7.79% interest coupon which
cannot be duplicated in today's interest rate markets for debt or other
instruments of equivalent safety.
Interest expense declined by $15,000 (33%) for the three months ended
August 31, 2003 as compared to the same three months in Fiscal 2002. The
ongoing reduction in term debt with the Bank coupled with declining
interest rates are the two reasons for the reduction. The same can be
said of the nine-month reduction of $57,000 (38%).
Critical Accounting Policies
- ----------------------------
Goodwill
- --------
As previously stated, the Company adopted SFAS 142, "Goodwill and
Other Intangible Assets" as of December 1, 2001. This standard requires
that goodwill no longer be amortized, but instead, be tested for
impairment on an annual basis as of November 30 of each year.
The Company's earnings forecasts for purposes of these impairment
tests are consistent with forecasts and budgets currently used in the
management of these businesses. The estimated fair value of the goodwill
amounts are based upon future expectations, and if actual results are
significantly lower, the likelihood is that these estimates would change,
resulting in future impairment charges.
Revenue Recognition
- --------------------
The Company's revenue recognition policies are in accordance with
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. SAB
101 states that revenue is recognized when there is persuasive evidence
of an arrangement, the product has been delivered, the sales price is
fixed or determinable, and collectibility is reasonably assured. The
vast majority of our revenue transactions contain standard business terms
and conditions that result in a clear determination of when revenues
should be recognized. Our revenue recognition policy requires an
assessment as to whether collectibility is probable, which inherently
requires us to evaluate the creditworthiness of our customers and their
acceptance of our delivered products and services.
Valuation Allowance-Deferred Tax Assets
- ----------------------------------------
The Company records valuation allowances to reduce deferred tax assets
to amounts that are more likely than not to be realized. This process
involves forecasting the future profitability of our businesses to
determine whether the company is expecting to generate sufficient taxable
income to fully utilize our existing tax loss carryforwards and other tax
assets that become future tax deductions.
The determination of the valuation allowance is based upon our
earnings forecasts that we use in the management of our businesses.
Therefore, we are required to make estimates and judgments based upon
historical experience and the best information available to us. However,
future events are subject to change and we may have to adjust the
valuation allowance in future periods, accordingly.
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
Canterbury Consulting Group, Inc.'s attorneys have initiated mandatory
arbitration proceedings against Ceridian Corporation, as called for in
the Stock Purchase Agreement between the parties.
Item 2 Changes in Securities
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Stock Holders
On June 3, 2003 the Board of Directors of Canterbury approved a
private placement for the Company in the form of a 7 3/4% Senior Convertible
Promissory Note. The net proceeds of this private placement were used
for working capital to operate the Company in order to offset the
operating cash flow shortfall in the fourth quarter of Fiscal 2002, and
the first quarter of Fiscal 2003, and to partially replace the $1,000,000
reduction in the Company's credit facility by its bank. This note is
convertible into Canterbury restricted common stock at $.355 per share.
The notes, if not converted into restricted common stock before then,
mature in 36 months and the entire loan amount of $355,000 must be repaid
at that time. The ten convertible note units represent total potential
dilution of one million shares if all of the notes are converted into
common stock. Ten units at $35,500 each were sold. Four units were
purchased by affiliates of the Company and six units were purchased by
non-affiliates. This debt is subordinate to all current and future bank
debt, but is senior to all other current and future Company indebtedness.
The shareholders of the Company will be asked to ratify the issuance of
these notes in the Proxy Statement for the Annual Meeting to be held on
November 24, 2003. In the interim, the note holders have agreed not to
exercise the conversion feature of the notes until after the Annual
Meeting, pending shareholder approval.
Item 5 Other Information
None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits:
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act-
President and Chief Executive Officer
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act- Chief
Financial Officer
32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
(b)Reports on Form 8-K:
A Form 8-K was filed with the SEC on June 11, 2003 - The Board of
Directors of Canterbury Consulting Group, Inc. authorized a convertible
debt private placement for the Company of a minimum of $250,000 up to a
maximum of $500,000 in order to replace working capital which was
depleted during the fourth quarter of Fiscal 2002 and the first quarter
of Fiscal 2003, as well as the loss of $1,000,000 in the Company's
banking facility.
A Form 8-K was filed with the SEC on June 25, 2003 - Canterbury
Consulting Group, Inc. received $355,000 from the aforementioned private
placement for the Company in the form of a 7 3/4% Senior Convertible
Promissory Note.
As a subsequent event, a Form 8-K was filed with the SEC on September 18,
2003 - Canterbury Consulting Group, Inc. announced that its attorneys
have initiated mandatory arbitration proceedings against Ceridian
Corporation.
As a subsequent event, a Form 8-K was filed with the SEC on September 22,
2003 - Canterbury Consulting Group, Inc. Regained Compliance with respect
to its Nasdaq Small Cap listing.
As a subsequent event, a Form 8-K was filed with the SEC on September 26,
2003 - Star Label Products, Inc, a wholly owned subsidiary of Canterbury
Consulting Group, Inc., received $2,261,352 as payment in full for the
total amount of principal and accrued interest it was owed on a note
receivable.
CANTERBURY CONSULTING GROUP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CANTERBURY CONSULTING GROUP, INC.
--------------------------------------
(Registrant)
By/s/ Kevin J. McAndrew
--------------------------------------
Kevin J. McAndrew
President and Chief Executive Officer
By/s/ Kevin J. McAndrew
--------------------------------------
Kevin J. McAndrew
Chief Financial Officer
October 14, 2003