UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
---------
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended May 31, 2004
Commission File Number: 0-15588
CANTERBURY CONSULTING GROUP, INC.
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2170505
- ----------------------------- -----------------
(State of Incorporation) (I.R.S. 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 Exchange Act 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. YES X NO
--- ----
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES NO X
--- ----
The number of shares outstanding of the Registrant's common stock as of the date
of the filing of this report 1,967,251 shares.
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
- ---------------------------------
ITEM 1. FINANCIAL STATEMENTS
==============================
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEET
----------------------------------
ASSETS
- ------
May 31, 2004 November 30,
(Unaudited) 2003
----------------- --------------
Current Assets:
Cash and cash equivalents $1,145,658 $1,385,824
Marketable securities 100,000 300,000
Accounts receivable, net of
allowance for doubtful
accounts of $222,000 and
$271,000 1,695,568 2,477,060
Notes receivable - current
portion 293,370 287,845
Prepaid expenses and other
assets 80,832 93,311
Inventory, principally finished
goods, at cost 51,706 92,599
----------- -----------
Total Current Assets 3,367,134 4,636,639
Property and equipment at cost,
net of accumulated depreciation
of $1,116,000 and $1,093,000 384,785 604,449
Goodwill 2,433,381 2,433,381
Deferred tax assets 746,191 759,000
Notes receivable 3,325,541 3,472,253
Other assets 52,780 32,821
----------- -----------
Total Assets $10,309,812 $11,938,543
=========== ===========
See Accompanying Notes
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
May 31, 2004 November 30,
(Unaudited) 2003
----------------- --------------
Current Liabilities:
Accounts payable - trade $ 326,706 $ 963,588
Accrued expenses 474,436 532,597
Unearned revenue 419,650 470,107
Current portion, long-term debt 821,675 889,490
----------- -----------
Total Current Liabilities 2,042,467 2,855,782
Long-term debt 340,755 62,934
Subordinated convertible debt 355,000 355,000
----------- -----------
Total Liabilities 2,738,222 3,273,716
----------- -----------
Commitments and Contingencies
Stockholders' Equity:
Common stock, $.001 par value,
50,000,000 shares authorized;
2,072,251 and 2,097,251 issued
and outstanding 2,072 2,097
Additional paid-in capital 24,196,814 24,248,039
Accumulated deficit (13,031,804) (11,989,817)
Notes receivable for common stock-
related parties (3,595,492) (3,595,492)
----------- -----------
Total Stockholders' Equity 7,571,590 8,664,827
----------- -----------
Total Liabilities and
Stockholders' Equity $10,309,812 $11,938,543
=========== ===========
See Accompanying Notes
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three-Months Ended May 31, Six-Months Ended May 31,
2004 2003 2004 2003
----- ---- ----- ----
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Service revenue $ 1,858,061 $ 3,074,861 $ 3,086,341 $ 5,715,652
Product revenue 1,530,498 2,125,876 2,937,370 3,893,831
----------- ----------- ----------- -----------
Total net revenue 3,388,559 5,200,737 6,023,711 9,609,483
Service costs and expenses 1,217,361 2,002,321 2,231,025 4,331,944
Product costs and expenses 1,344,812 1,810,649 2,604,211 3,407,843
----------- ----------- ----------- ----------
Total costs and expenses 2,562,173 3,812,970 4,835,236 7,739,787
Gross profit 826,386 1,387,767 1,188,475 1,869,696
Selling 408,000 389,247 725,303 804,518
General and administrative 771,210 1,004,022 1,573,962 2,372,633
----------- ----------- ----------- -----------
Total operating expenses 1,179,210 1,393,269 2,299,265 3,177,151
Other income/(expense)
Interest income 66,149 128,467 133,666 271,311
Interest expense (24,116) (30,549) (40,018) (60,950)
Other 11,391 1,810 23,053 1,946
----------- ------------ ----------- ----------
Total other income/(expense) 53,424 99,728 116,701 212,307
(Loss)/income from continuing
operations before income taxes (299,400) 94,226 (994,089) (1,095,148)
Income tax (benefit)/provision - 32,000 - (190,000)
----------- ----------- ----------- -----------
(Loss)/income from continuing
operations (299,400) 62,226 (994,089) (905,148)
Loss from discontinuing operations
(net of income taxes of $0,
$(5,000), $0 and $(13,000)) (9,194) (21,771) (47,898) (56,416)
----------- ---------- ----------- -----------
Net (loss)/income $ (308,594) $ 40,455 $(1,041,987) $ (961,564)
============= ========== =========== ===========
Net (loss)/income per share
and common share equivalents
Basic and diluted:
(Loss)/income from
continuing operations $(.15) $ .03 $(.48) $(.51)
Loss from discontinuing
operations - (.01) (.02) (.03)
----------- ----------- ----------- -----------
Net (loss)/income $(.15) $ .02 $(.50) $(.54)
============= =========== =========== ==========
Weighted average number
of common shares - basic
and diluted 2,090,000 1,849,000 2,093,500 1,791,600
============= =========== ============ ==========
See Accompanying Notes
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MAY 31, 2004 AND MAY 31, 2003
May 31, 2004 May 31, 2003
------------------- -----------------
(Unaudited) (Unaudited)
Operating activities:
Net loss $(1,041,987) $(961,564)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Depreciation and amortization 147,376 197,594
Provision for losses on accounts
receivable 13,000 (25,476)
Deferred income taxes 12,809 (182,461)
401(k) contributions issued in stock - 211,029
Loss on sale of subsidiary 9,194 -
Issuance of stock options to
consultants for services - 12,740
Changes in operating assets,
Accounts receivable 792,321 (132,842)
Inventory 40,893 (493,735)
Prepaid expenses and other assets 17,411 7,242
Other assets - non-current (19,959) 2,415
Accounts payable (636,881) 992,750
Accrued expenses (58,161) (334,701)
Unearned revenue (50,457) (105,748)
---------- ---------
Net cash used in operating activities (774,441) (812,757)
---------- ---------
Investing activities:
Proceeds from redemption of
marketable securities 200,000 -
Capital expenditures, net (11,986) (26,808)
Proceeds from payments on
notes receivable 136,255 741,468
---------- ---------
Net cash provided by investing
activities 324,269 714,660
---------- --------
Financing activities:
Proceeds from payments on
notes receivable for capital
stock - related parties - 45,315
Principal payments on long
term debt (89,994) (245,579)
Proceeds from line of credit 300,000 -
---------- ---------
Net cash provided by/(used in)
financing activities 210,006 (200,264)
Net decrease in cash (240,166) (298,361)
Cash, beginning of period 1,385,824 395,477
---------- ---------
Cash, end of period $1,145,658 $ 97,116
========== ==========
Non Cash Transaction:
During the second quarter of Fiscal 2004, the Company sold
ATM/Canterbury to its previous owner. The Company received and retired
25,000 shares of its common stock in exchange for 100% of the common
stock of ATM/Canterbury.
See Accompanying Notes
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, 2003. 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, 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.
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
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 and consulting services
provided to customers under separate consulting and service contracts. Revenues
from these contracts are recognized as services are rendered.
Statement of Cash Flows
- -----------------------
For purposes of the Statement of Cash Flows, cash refers solely to demand
deposits with banks and cash on hand.
Marketable Securities
- ----------------------
At May 31, 2004 and November 30, 2003, the Company held marketable
securities comprised of $100,000 and $300,000 investment, respectively, in a
long-term tax-exempt bond fund. The Company's marketable securities are
classified as available-for-sale and are carried at fair market value. There
were no unrealized gains or losses on marketable securities for the period ended
May 31, 2004.
Accounts Receivable
- -------------------
The carrying value of accounts receivable is based upon customer invoiced
amounts due to us, adjusted for allowances for doubtful accounts. We evaluate
the collectibility of our accounts receivable based on a combination of factors.
In cases where we are aware of circumstances that may impair a specific
customer's ability to meet its financial obligations to us, we record a specific
allowance against amounts due to us, and thereby reduce the net recognized
receivable to the amount we reasonably believe will be collected. For all other
customers, we estimate allowances for doubtful accounts based on the length of
time the receivables are past due, industry and geographic concentrations, the
current business environment and our historical experience.
Notes Receivable
- -----------------
The carrying value of notes receivable is based upon their principal
amounts as of May 31, 2004 and November 30, 2003. No allowance for
uncollectible amounts has been recorded due to the timely receipt of all
scheduled installments of principle and interest to date, and the expected
future receipt of remaining installment amounts due us. Interest income from
notes receivable is recognized as earned over time based on the stated terms of
the notes.
Inventories
- -----------
Inventories are stated at the lower of cost or market utilizing a first-in,
first-out method of determining cost.
Depreciation and Amortization
- --------------------------------
The Company depreciates and amortizes its property and equipment for
financial statement purposes using the straight-line method over the estimated
useful lives of the property and equipment (useful lives of leases or lives of
leasehold improvements and leased property under capital leases, whichever is
shorter). For income tax purposes, the Company uses accelerated methods of
depreciation.
The following estimated useful lives are used:
Building and improvements 7 years
Equipment 3 to 5 years
Furniture and fixtures 5 to 7 years
Income Taxes
- -------------
Income tax expense is based on pretax financial accounting income. Deferred
tax assets and liabilities are determined based on the difference between the US
GAAP financial statements and tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse. Deferred tax assets are reduced by valuation allowances to amounts
that are more likely than not to be realized. No income tax benefit was
recorded for the three or six-month period ended May 31, 2004 as there was a
100% valuation allowance booked against the current period loss.
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
- ----------------------
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.
The Company holds marketable securities in the form of mutual fund shares
with a highly reputable mutual fund company located in the United States.
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.
As of March 2004, all Canterbury operating subsidiaries were headquartered
in the Mid Atlantic and Northeast region of the country. As such, the majority
of revenues were generated in these two geographic regions.
For the three and six months ended May 31, 2004, 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 52% of this segment's
revenue and 25% of consolidated revenue for the three-month period ended May 31,
2004. Total purchases under this contract represented 51% of this segment's
revenue and 25% of consolidated revenue for the six-month period.
During April, 2004 USC/Canterbury was awarded the contract, along with one
other vendor, to provide the City of Baltimore with Hewlett Packard hardware.
The contract is for three years with five one-year options by the City of
Baltimore. A second group of customers, from a county in Virginia, accounted
for 25% of the revenues in the reseller segment and 12% of consolidated revenues
for the first six months of Fiscal 2004. This group of over 80 customers
purchased equipment from USC/Canterbury under the City of Baltimore contract as
well. For the quarter ended May 31, 2004, this group of customers accounted for
23% of revenues in this segment and 11% of consolidated revenues. For the
quarter ended May 31, 2004, one Usertech/Canterbury customer accounted for 16%
of service revenue and 9% of total revenue.
One vendor represented 50% of the product cost in the Value Added Reseller
Segment and 28% of consolidated costs for the first six months of Fiscal 2004.
Another major vendor represented 24% and 13% of segment and consolidated costs
and expenses, respectively.
For the quarter ended May 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 52% of this segment's revenue and 20%
of consolidated revenue. A second group of customers, from a county in
Virginia, accounted for 40% of revenues in the reseller segment and 15% of
consolidated revenues for the quarter.
Fair Value of Financial Instruments
- ------------------------------------
The fair value of financial instruments is determined by reference to
various market data and other valuation techniques as appropriate. Management
believes that there are no material differences between the recorded book values
of its financial instruments and their estimated fair value.
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 two operating segments and the corporate
office. The operating segments are training and consulting and value added
hardware reseller. A third segment, software development, was discontinued as
of March 2004 and as such is reported as a discontinued operation as of February
29, 2004. A fourth segment, technical staffing, was discontinued during the
fourth quarter of Fiscal 2003. All historical information for the software
development and technical staffing segment has been omitted from the segment
presentation below. Summarized financial information for the three and six
months ended May 31, 2004 and May 31, 2003, for each segment, is as follows:
For the six months ended May 31,
Training Value Added
and Hardware
2004 Consulting Reseller Corporate Total
- ------------ ------------- ----------- --------- ----------
Revenues $3,086,341 $2,937,370 $ - $6,023,711
(Loss) income
before taxes (340,972) 7,020 (660,137) (994,089)
Assets 3,897,936 663,371 5,748,505 10,309,812
Interest income 31 - 133,635 133,666
Interest expense 31,970 1,137 6,911 40,018
Depreciation and
amortization 130,588 2,968 13,820 147,376
Training Value Added
and Hardware
2003 Consulting Reseller Corporate Total
- ------------ ------------- ----------- ------------ -----------
Revenues $5,715,652 $3,893,831 $ - $9,609,483
(Loss)/income
before taxes (662,600) 160,105 (592,653) (1,095,148)
Assets 5,739,561 2,262,148 10,051,520 18,053,229
Interest income 214 - 271,097 271,311
Interest expense 32,419 527 28,004 60,950
Depreciation and
amortization 170,232 9,582 11,940 191,754
For the three months ended May, 31,
Training Value Added
and Hardware
2004 Consulting Reseller Corporate Total
- ------------ ------------- ----------- --------- ----------
Revenues $1,858,061 $1,530,498 $ - $3,388,559
Income/(loss)
before taxes 29,173 5,521 (334,094) (299,400)
Assets 3,897,936 663,371 5,748,505 10,309,812
Interest income 7 - 66,142 66,149
Interest expense 16,163 1,042 6,911 24,116
Depreciation and
amortization 60,506 1,484 6,910 68,900
Training Value Added
and Hardware
2003 Consulting Reseller Corporate Total
- ------ ---------- ----------- ------------ -------------
Revenues $3,074,861 $2,125,876 $ - $ 5,200,737
Income/loss
before taxes 159,882 165,148 (230,804) 94,226
Assets 5,739,561 2,262,148 10,051,520 18,053,229
Interest income - 128,467 128,467
Interest expense 15,671 257 14,621 30,549
Depreciation and
amortization 81,357 5,270 5,968 92,595
3. Notes Receivable
====================
During September, 2003, the Company received $2,295,327 representing the
remaining principal balance plus accrued interest for a note which 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. In conjunction with this prepayment,
the Company issued 145,000 shares of restricted common stock to consultants for
services rendered in this transaction valued at fair market value.
In addition, the Company held notes receivable assets from a related party
in the aggregate amount of $3,618,911 at May 31, 2004. 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 May 31, 2004 and November 30,
2003.
The company has received all scheduled monthly installments for notes
receivable outstanding as of May 31, 2004.
4. Property and Equipment
==========================
Property and equipment, which is recorded at cost, consists of the
following:
May 31, 2004 November 30, 2003
----------------- -----------------
Machinery and equipment $1,238,733 $1,434,874
Furniture and fixtures 225,230 225,230
Leased property under capital
leases and leasehold improvements 37,242 37,242
---------- ----------
1,501,205 1,697,346
Less: Accumulated depreciation (1,116,420) (1,092,897)
---------- ----------
Net property and equipment $ 384,785 $ 604,449
=========== ===========
Accumulated depreciation of leased property under capital leases at
May 31, 2004 amounted to $9,000.
5. Long-Term Debt
====================
May 31, 2004 November 30, 2003
----------------- -----------------
Long-term obligations consist of:
Note payable for acquisition $800,000 $800,000
Revolving credit line 300,000 -
Capital lease obligations 29,525 34,589
Notes payable - equipment 32,905 117,835
---------- ----------
1,162,430 952,424
Less: Current maturities (821,675) (889,490)
---------- ----------
$340,755 $ 62,934
========== ==========
In February, 2004 the Company and Commerce Bank agreed to an amended
loan agreement. The new agreement calls for a two-year, $1,500,000
revolving working capital line of credit collateralized by trade accounts
receivable and inventory. The loan carries an interest rate of the prime
rate plus one half of one percent (1/2%) and the maturity date was recently
extended six months to November 1, 2005. Total credit available under the
agreement, subject to the carrying value of accounts receivable and inventory
collateral amounted to $1,447,000 at May 31, 2004. Total unused credit
available amounted to $1,147,000 at May 31, 2004, and as of the date of this
filing there was $300,000 in unused credit available from this line.
The Bank's 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 of May 31, 2004, the
Company was in compliance with all of the financial covenants of its revised
loan agreement. The Company, however, is within $56,000 of violating its
cumulative pretax loss covenant as of May 31, 2004 (limit per covenant is
$1,050,000 cumulative loss from December 1, 2003).
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 required in the Stock Purchase Agreement between the
parties. As a result of this pending arbitration and the extent of the damages
claimed, the Company has withheld the scheduled $400,000 principal payment of
the note payable to Ceridian, as well as accrued interest of $56,000 due on
September 28, 2003, as the damages sought far outweigh the note payable to them.
The disputed $800,000 is classified as part of the current portion of long-term
debt as of May 31, 2004.
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%. The last scheduled payment was made in April, 2004.
Aggregate fiscal maturities on long-term debt, exclusive of obligations
under capital leases, are $822,000 in 2004; $317,000 in 2005; and $15,000 in
2006, and $8,000 in 2007.
The carrying value of the long-term debt approximates its fair value.
6. Capital Leases
==================
Capital lease obligations are for certain equipment leases which expire
through fiscal year 2006. Future required payments under capitalized leases
together with the present value, calculated at the respective leases' implicit
interest rate of approximately 16% at their inception is as follows at May 31,
2004:
Total minimum lease payments through November 30, 2004 $10,219
Total minimum lease payments through November 30, 2005 16,436
Total minimum lease payments through November 30, 2006 9,588
-------
Total minimum lease payments 36,243
Less amount representing interest (6,718)
-------
Present value of long-term obligations under capital leases $29,525
=======
7. Related Party Transactions
==================================
During Fiscal 2001, certain officers and directors of the Company purchased
a 33% stock ownership in a corporation that was previously a subsidiary of the
Company prior to the November 1996 sale by the Company of its 100% stock
ownership in this corporation to an outside group. The Company holds note
receivables in the amount of $3,618,911 from this corporation of which
$2,651,766 pertains to notes originating on the November 1996 date of sale. The
Company maintained the same level of security interest protection and the same
debt amortization schedule. During the fourth quarter of Fiscal 2003, a 22%
owner of this corporation passed away. After his death, that corporation
purchased and retired his shares from his estate. As a result of this purchase
and retirement of his shares, certain officers and directors of the Company now
own 44% of this corporation.
At May 31, 2004 and November 30, 2003, 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. 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 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 will 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 to the recipients for all of Fiscal 2002.
As a subsequent event, all seven members of its Board of Directors
(inclusive of three corporate executives) as well as two subsidiary presidents
have returned 88,567 shares of Canterbury restricted common stock to the
Company. These shares had been posted as collateral by all of these individuals
against notes payable to the Company totaling $1,202,800. The notes came due on
June 28, 2004, and the aforementioned individuals had the option of returning
these shares to the Company or paying the associated notes and accrued interest
in full. All of the individuals determined to return their shares to the
Company. There was no impact on the Company's income statement or net worth as
a result of these common stock retirements since the carrying value of the
common stock and the notes receivable were identical.
8. Stock Listing
=================
On June 23, 2004 Canterbury received a written notification from the Nasdaq
Listing Qualifications Section. This letter in its entirety including footnotes
will follow:
Mr. Kevin J. McAndrew
Chief Financial Officer
Canterbury Consulting Group, Inc.
352 Stokes Road, Suite 200
Medford, NJ 08055
RE: Canterbury Consulting Group, Inc. (the "Company")
Nasdaq Symbol: CITI
Dear Mr. McAndrew:
For the last 30 consecutive business days, the bid price of the Company's common
stock has closed below the minimum $1.00 per share requirement for continued
inclusion under Marketplace Rule 4310(c)(4) (the "Rule"). Therefore, in
accordance with Marketplace Rule 4310(c)(8)(D), the Company will be provided 180
calendar days, or until December 20, 2004, to regain compliance.[1] If, at
anytime before December 20, 2004, the bid price of the Company's common stock
closes at $1.00 per share or more for a minimum of 10 consecutive business days,
Staff will provide written notification that it complies with the Rule.[2]
If compliance with this Rule cannot be demonstrated by December 20, 2004, Staff
will determine whether the Company meets The Nasdaq SmallCap Market initial
listing criteria as set forth in Marketplace Rule 4310(c), except for the bid
price requirement. If it meets the initial listing criteria, Staff will notify
the Company that it has been granted an additional 180 calendar day compliance
period. Thereafter, if the Company has not regained compliance within the
second 180 day compliance period, but satisfies the initial inclusion criteria,
it may be afforded an additional compliance period, up to its next shareholder
meeting, provided the Company commits: (1) to seek shareholder approval for a
reverse stock split at or before its next shareholder meeting and (2) to
promptly thereafter effect the reverse stock split.[3] The shareholder meeting
to seek such approval must occur no later than two years from the date of this
letter. If the Company does not regain compliance with the Rule and is not
eligible for an additional compliance period, Staff will provide written
notification that the Company's securities will be delisted. At that time, the
Company may appeal Staff's determination to delist its securities to a Listing
Qualifications Panel.
If you have any questions, please do not hesitate to contact me at
(301) 978-8027.
Sincerely,
/s/Tom Choe
- ------------
Tom Choe
Senior Analyst
Nasdaq Listing Qualifications
- -----------------------------
[1] The 180 day period relates exclusively to the bid price deficiency. The
Company may be delisted during the 180 day period for failure to maintain
compliance with any other listing requirement for which it is currently on
notice or which occurs during this period.
[2] Marketplace Rule 4310(c)(8)(E) states that, "Nasdaq may, in its discretion,
require an issuer to maintain a bid price of at least $1.00 per share for a
period in excess of ten consecutive business days, but generally no more than 20
consecutive business days, before determining that the issuer has demonstrated
an ability to maintain long-term compliance. In determining whether to monitor
bid price beyond ten business days, Nasdaq will consider the following four
factors: (i) margin of compliance (the amount by which the price is above the
$1.00 minimum standard); (ii) trading volume (a lack of trading volume may
indicate a lack of bona fide market interest in the security at the posted bid
price); (iii) the market maker montage (the number of market makers quoting at
or above $1.00 and the size of their quotes); and, (iv) the trend of the stock
price (is it up or down)."
[3] Nasdaq would generally expect the reverse stock split to be effected as soon
as practical given regulatory notification requirements. In that regard, Nasdaq
requires the filing of the Notification Form: Listing of Additional Shares 10
calendar days prior to the record date for a reverse stock split. This
notification should be filed prior to the shareholder meeting so as to
expedite the completion of the reverse stock split. The notification form
can be found at http://www.nasdaq.com/about/listing_information.stm.
9. Discontinued Operations
===========================
During March 2004, the Company entered into negotiations to sell
ATM/Canterbury back to the original owner. The transaction was finalized in
April, 2004. Canterbury sold 100% of the stock in ATM/Canterbury in exchange
for 25,000 shares of Canterbury common stock (which have been retired), that the
owner had retained from the original transaction in 1997. The transaction was
effective as of March 3, 2004. As a result of the transaction the Company
recorded a $9,194 loss on the sale of discontinued operation in the second
quarter of Fiscal 2004.
The Company's decision to sell ATM/Canterbury was based on the lack of
demand for ATM/Canterbury's products and services by existing customers; the
inability to increase sales to new customers and the Company's desire to focus
on its training and consulting segment and its value added reseller segment.
Historical financial data for ATM/Canterbury for the three months ended
May 31, 2004 and May 31, 2003:
May 31, 2004 May 31, 2003
----------------- -----------------
Revenues $ - $ 95,733
Pretax loss - (8,631)
Historical financial data for ATM/Canterbury for the six months ended
May 31, 2004 and May 31, 2003:
May 31, 2004 May 31, 2003
----------------- -----------------
Revenues $58,866 $204,687
Pretax loss (38,704) (49,262)
During the fourth quarter of Fiscal 2003, the Company discontinued the
operation of its technical staffing segment (DMI/Canterbury). The significant
decline in demand for contract, full and part-time technical employees due to
the economic downturn in the technology sector over the past several years was
the major cause for this action. There was no gain or loss realized on the
abandonment of this business segment.
Historical financial data for DMI/Canterbury for the three months
ended May 31, 2004 and May 31, 2003:
May 31, 2004 May 31, 2003
----------------- -----------------
Revenues $ - $150,679
Pretax loss - (18,140)
Historical financial data for DMI/Canterbury for the six months
ended May 31, 2004 and May 31, 2003:
May 31, 2004 May 31, 2003
----------------- -----------------
Revenues $ - $285,323
Pretax loss - (20,153)
Assets and liabilities for DMI/Canterbury as of November 30, 2003 included
in the consolidated balance sheet:
Net receivable $7,290
Other assets 162
Accounts payable and accrued expenses 1,710
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; (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.
Risk Factors That Relate To Our Business
- ----------------------------------------
Uncertain economic conditions continue to affect many of our customers'
businesses and many clients continue to delay and reduce their purchases of
training services, hardware and consulting. The Company's recovery
from the past several years of economic downturn continues to lag behind the
current economic recovery.
Delay Or Inability To Return To Positive Operating Cash Flow
While the Company has taken significant steps to reduce fixed costs and
increase revenue, a significant delay in returning to positive operating cash
flow could adversely effect our liquidity and ability to conduct business.
The Company reduced payroll expense and facility leases significantly during
Fiscal 2003. Four facilities were closed and two more were greatly downsized,
as management introduced a more flexible cost model into the business. Annual
rent and occupancy expense were reduced by over $1,000,000 from the beginning
of Fiscal 2003 to the beginning of Fiscal 2004. Over sixty employees were
eliminated in several workforce reductions during 2003. Even with these
cost reductions, revenues must increase in Fiscal 2004 over Fiscal 2003 in
order to achieve positive operating profit and cash flows. The newly formed
sales subsidiary, Canterbury Corporate University must increase sales pipeline
activity in the near term to positively impact reported revenues for the
training and consulting segment. If this does not occur it could negatively
effect our operating cash flow.
Downturn In Economy
If the economy does not continue to recover and if our clients continue to
decrease, delay or eliminate spending for technology and training, our ability
to continue operating at our current reduced level of revenues will be greatly
tested. The Company cannot generate profits or positive cash flow at recent
revenue levels. Many clients have considered certain training to be
discretionary in these uncertain economic times. Technology expenditures are
being delayed by many of them in an attempt to balance their own budget
objectives. These factors can cause significant financial disruption to small
vendors such as Canterbury and could have a material adverse effect on our
consolidated operating results.
Competition
If our current customers choose to purchase goods and/or services from new
or existing competitors, it could have a material adverse effect on our
operating results.
The various operating segments of the Company have relatively low
barriers to entry. New and existing organizations are constantly attempting
to penetrate our customer base. Larger, more financially seasoned competitors
have the ability to overwhelm our markets and customers though more aggressive
sales tactics. Internal training departments within our current and potential
client base are also a primary competitor. There is also increasing
competition from computer hardware and software vendors as they attempt to
capture more of the technology services market. Finally, low cost providers
in the training and consulting market are attempting to buy business through
their low price business model.
Dependency on Key Personnel
If we are unable to recruit and retain qualified personnel, it could
have a material adverse effect on our operating results. Our success depends
on the continued employment of our senior executives and managers and other
key personnel. The loss of these people, especially without advance notice,
could have a material adverse effect on our operations. An ongoing sales and
delivery staff are vital to ongoing customer relations and satisfaction. A
significant portion of our consolidated revenue is service oriented (51% for
the first six months of Fiscal 2004). As such the loss of key personnel could
have a negative impact on our ability to deliver and service our clients.
As the economy improves, it will become more difficult to retain existing
employees and attract new recruits since they will have more employment options
available to them.
Municipal Budget Constraints
USC/Canterbury, our value added hardware reseller, does a significant
amount of business with the states of Maryland and Virginia (77% of this
segments total revenue for the six months ended May 31, 2004). Lower tax
revenues in these states have reduced the amount of funding for technology
purchases recently and this trend could continue. If this trend does
continue, this could have a material adverse effect on this segment's
operating results. This segment has been the most profitable segment for
the Company since Fiscal 2000, and its ongoing contribution to revenue and
profits is vital to the Company's future.
Shifts in Technology and Training Platforms
In the training and consulting segment, much of our success depends upon
the introduction and adoption of new technology. Our customers tend to
increase their demand for training at times when new technology or software is
being introduced. When there are delays in the introduction of these new
products demand for training may decrease, and it could have a material
adverse effect on our operating results. Also as our customers move toward
new distance learning platforms to replace instructor-led training, our
ability to retain our customers by providing these new electronic training
services introduces a potential risk in client retention, which could have a
material adverse effect on our operating results.
Ongoing Collection of Notes Receivable With A Related Party
A significant portion of the Company's assets and tangible net worth is
represented by notes receivable with a related party. To date there have been
no collection issues with these notes. However, if the related party
experiences a significant downturn in operating cash flow or becomes insolvent
the collectibility of the notes would be in jeopardy and could have a material
adverse effect on the Company's asset base, cash flow and tangible net worth.
Acts of Terrorism
The majority of revenues recorded by the Company is generated in both the
New York City and Washington D.C. areas. Both of these locations were targets
of the terrorist attacks in 2001. If there is a repeat of those events in
either one of these markets, our clients there could be distracted from their
normal course of business and as such would most likely delay or cancel
projects with the Company. This could have a material adverse effect on our
operating results.
Other Factors
Other factors that may affect our operating results include:
* reduced reliance on reseller channel by hardware manufacturers
* in ability to secure sufficient contractor resources to meet short-
term customer demand
* insufficient training facilities to meet client demand for
instructor-led technology training
* loss of key clients through merger, sale or divestiture
* ongoing cost of compliance with provisions of the Sarbanes-Oxley
legislation and other such compliance required by Nasdaq, the
Securities and Exchange Commission or other regulatory bodies.
Overview
- --------
The Company is engaged in the business of providing information
technology products, services and training to both commercial and government
clients. Canterbury's focus is to become an integral part of our
clients' IT solution, designing and applying the best products, services and
training to help them achieve competitive advantage by helping their employees
to succeed.
The two primary business units for the Company are training and
consulting and value added hardware reseller. In the training and consulting
segment we provide a variety of technical and management training.
Our training encompasses a wide spectrum of hardware and software
products as well as many important business skill topics. These training
products are delivered in a variety of ways: at our classroom facilities in
New Jersey and New York; at our clients' locations; electronically via the
Internet; or on the end user's computer. Many of these training products are
custom developed for our clients. Many contain a blended training solution
combining both instructor-led training in the classroom with distance learning
products to complete the educational process.
The Company also provides various technical consulting services to our
clients including programming, systems integration, network security and
network management.
The value added reseller segment provides hardware and software solutions
to the Mid-Atlantic market. Its primary focus is state and local
government clients that have an ongoing need for technology products and
services.
Liquidity and Capital Resources
- --------------------------------
Working capital at May 31, 2004 was $1,325,000 which was $456,000
less than November 30, 2003. The lower revenue for the first six months of
Fiscal 2004 caused a reduction in accounts receivable of $792,000. Our goal is
for consolidated accounts receivable to increase in subsequent periods as a
result of higher sales volume. Offsetting this reduction in receivables was a
corresponding reduction in accounts payable ($637,000) and unearned revenue
($50,000). The balance sheet has continued to shrink as the Company has
downsized in recent months, and overall business activity has declined.
In February, 2004 the Company and Commerce Bank agreed to an amended
loan agreement. The new agreement calls for a two-year, $1,500,000
revolving working capital line of credit collateralized by trade accounts
receivable and inventory. The loan carries an interest rate of the prime
rate plus one half of one percent (1/2%) and the maturity date was recently
extended six months to November 1, 2005. Total credit available under the
agreement, subject to the carrying value of accounts receivable and inventory
collateral amounted to $1,447,000 at May 31, 2004. Total unused credit
available amounted to $1,147,000 at May 31, 2004, and as of the date of this
filing there was $300,000 in unused credit available from this line.
The Bank's 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 of May 31, 2004, the
Company was in compliance with all of the financial covenants of its revised
loan agreement. The Company, however, is within $56,000 of violating its
cumulative pretax loss covenant as of May 31, 2004 (limit per covenant is
$1,050,000 cumulative loss from December 1, 2003).
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 required 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.
Ceridian Corporation has denied the allegations set forth by the Company and has
instituted a counterclaim in the arbitration proceedings. Ceridian is claiming
breach of a sublease agreement by Canterbury for office space ($76,000) and
acceleration of a note payable of $800,000. Canterbury has 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 for
Canterbury. As a result of this pending arbitration and the extent of the
damages claimed, the Company has withheld the scheduled $400,000 principal
payment of the note payable to Ceridian, as well as accrued interest of $56,000
due on September 28, 2003, as the damages sought far outweigh the note payable
to them. The disputed $800,000 is classified as part of the current portion of
long-term debt as of May 31, 2004.
Cash flow used in operating activities for the quarter ended May 31,
2004 was $(777,000), an improvement of $36,000 over the same six month period
in Fiscal 2003. Significant revenue declines in all operating segments
contributed to the loss. Total assets declined by $1,628,000 from November 30,
2003 while total liabilities were reduced by $536,000. The Company's current
ratio was 1.65:1.00 versus 1.62:1.00 at November 30, 2003.
Management believes that the Company will have sufficient funds to cover
cash flow requirements for Fiscal 2004 as a result of significant reductions in
fixed operating costs, its satisfactory balance sheet, its ability to borrow
from its revolving line of credit and ongoing collection of its notes
receivable. Management's goal is to return to a positive operating cash flow
position in the future based upon the recent, significant reduction in fixed
expenses, coupled with substantially improved sales activity. There was no
material commitment for capital expenditures as of May 31, 2004. Inflation was
not a significant factor in the Company's financial statements.
RESULTS OF OPERATIONS
=====================
Revenues
- ---------
Consolidated revenues decreased by $3,585,000 (37%) in the first six
months of Fiscal 2004 as compared to the same period in 2003. This overall
reduction was the result of an across the board revenue decease in all
operating segments of the Company. The training and consulting segment
recorded a decline in revenues of $2,630,000 (46%). The value added hardware
reseller segment saw revenues decline by $957,000 (24%). Software development
revenues for Fiscal 2004 and 2003 have been excluded given that this segment
has been classified as a discontinued operation as of May 31, 2004.
Technical staffing revenues are no longer being reported due to its
classification as a discontinued operating segment effective as of the fourth
quarter of Fiscal 2003.
Consolidated revenues for the second quarter of Fiscal 2004 were $1,813,000
lower than the same three-month period of Fiscal 2003. They were, however,
$753,000 higher than the first quarter of Fiscal 2004. Technology spending by
many customers has been reduced, delayed or eliminated. The significant
reduction in Company revenues had forced drastic changes to the cost structure
of the organization during Fiscal 2003. While delivery and support costs have
been greatly reduced through consolidation of facilities and elimination of
under-utilized personnel, the Company is attempting to invest further into sales
and marketing in order to take advantage of sales opportunities as the economy
begins to improve.
During the fourth quarter of 2003, the Company restructured its sales
department. A Corporate Sales Manager was hired to consolidate the three
separate sales teams in the training and consulting segment. Canterbury
Corporate University, Inc. ("CCU"), a wholly owned subsidiary of the Company,
was formed to market and sell all of Canterbury's training products and services
in one comprehensive training unit. The Company has always attempted to promote
cross selling of our products and services between subsidiaries. Some of our
largest clients are purchasers of the various training products we offer. Under
previous subsidiary management, the sharing of business leads did not occur at
an acceptable level, and many potential sales opportunities were lost before
they were ever attempted.
The Corporate Sales Manager and the Company have initiated several key
sales strategies in order to overcome the shortcomings of the past including the
lack of attention to marketing, sales and associated activities by the former
President of Usertech. All training and consulting sales representatives are
being compensated and measured using the same plan. Quota attainment is now a
benchmark for continued employment. Quotas are set up with goals for selling
all of the Company's training and consulting products, not just what was sold in
the past on a subsidiary-by-subsidiary basis. A Customer Relationship
Management ("CRM") system is being installed to better consolidate, track and
manage the pipeline of sales activity. Also based upon feedback from our
customers, the Company is developing new products utilizing both instructor-led
and distance-learning delivery platforms. We have also formalized reseller
relationships with several channel partners, whereby the sales team introduces
the various products from this program to our client base and the Company
receives a negotiated share of any sales generated.
The Company has taken various steps to increase lead generation. The
formation of an inside sales team; contracting with an outside telemarketing
firm; increasing the amount of marketing information to our clients through e-
mail announcements; pilot program events and more informative web sites are all
contributing to new lead flow.
During the fourth quarter of Fiscal 2003, the Company made the decision to
exit the open enrollment public computer training segment that was part of
CALC/Canterbury's offerings for the past twenty years. The high fixed cost of
delivery was too much to sustain in relationship to the amount of revenue being
generated. By exiting this training delivery methodology, there will be an
anticipated decline in instructor-led computer training revenues for Fiscal
2004. Reduced capacity, reduced marketing emphasis, and alternative delivery
options will all contribute to the projected decline. CALC/Canterbury will
continue to offer private and general admission classes at its two training
facilities (New York City and Parsippany, New Jersey) as well as room rentals.
There will be more emphasis on offering private training at the clients'
locations. This planned exit from the scheduled open enrollment public training
segment was done in order to reduce the high fixed cost associated with its
delivery and introduce more variability to the cost structure of our training
business.
In the value added hardware reseller segment, budget constraints in state
and local municipalities had a negative impact on technology spending during
2003 and the first half of Fiscal 2004. While this segment was among the last
to feel the impact of the recent economic downturn, it will also take longer to
recover based on projected tax revenues flowing into state and local budgets and
then finally into capital expenditures. The $957,000 reduction in revenues for
the first six months of Fiscal 2004 as compared to 2003 is due to delays in
shipping to a major customer and to reduced pricing for most computer hardware
products. While it is difficult to pinpoint the precise decline in the cost and
sales price of the specific computer hardware sold by this segment over the past
year, it is safe to estimate that prices have dropped anywhere from 20% to 30%.
This trend may continue for the balance of Fiscal 2004.
It is management's intent to more fully integrate the sales team from the
training and consulting segment with the value added hardware reseller segment.
Product profiles are being shared between the two groups and the Company
anticipates the efforts of these two sales organizations will become more
integrated during Fiscal 2004.
It is projected that the majority of product to be sold in Fiscal 2004 may
be Hewlett Packard/Compaq hardware. If Hewlett Packard/Compaq moves toward an
agent model with its resellers, USC/Canterbury would be paid an agent fee
which approximates the current gross profit from each sale. This may greatly
reduce the reported revenue in this segment. The manufacturer would record the
revenue and hold the accounts receivable with the client. This possible change
in business flow has not happened to date, but it is possible that the migration
to the agent model will begin in the second half of Fiscal 2004, and this could
significantly affect the recording of revenues and expenses.
The value added hardware reseller segment has always had very high client
revenue concentration. In the first six months of Fiscal 2004 two groups of
clients accounted for 77% of the revenue in this segment. There is obvious
risk associated with this very high customer concentration. See Footnote 1,
Concentration of Risk, for more details on this topic. USC/Canterbury is
currently making a concerted effort to diversify its revenue mix. Certain sales
representatives have been given responsibility, through quotas, to penetrate the
commercial market in the Baltimore/Washington area. New strategic relationships
have been formed with several manufacturers to increase product offerings and
reduce dependency on Hewlett Packard/Compaq. Management believes that there is
still a significant amount of uncertainty regarding future revenues from the
value added hardware reseller segment for Fiscal 2004.
Technology spending in general, appears to be recovering in the early part
of 2004, but the duration and extent of a recovery is not yet known. More
clients are engaging us in conversations and proposals about new projects and
training requirements. The sales pipeline is fuller now than it was in the last
half of Fiscal 2003, but how much of this pipeline will result in sales is still
unknown. One of the biggest challenges that faces the Company is the timing of
customers decisions to begin project work that has already been sold. The
delays that were experienced late in Fiscal 2003 have continued into 2004.
These delays add to the uncertainty in revenue projections for Fiscal 2004.
Many clients continue to delay the start of various training projects, without
giving us firm timetables.
Costs and Expenses
- -------------------
Total costs and expenses decreased by $2,905,000 (38%) for the first six
months of Fiscal 2004 as compared to the previous year, and $1,251,000 (33%) for
the three months ended May 31, 2004 versus May 31, 2003. The decrease was due
to reduced sales volume in both product and service revenues as well as the
significant reduction in fixed costs which were eliminated in the fourth quarter
of Fiscal 2003. Consolidated gross profit for the six-month periods ended May
31, 2004 and 2003 were approximately 20%. For the first six months of the year,
service gross margins improved from 24% in 2003 to 28% in 2004, while product
gross margins slipped from 12% in 2003 to 11% in 2004. For the three months
ended May 31, 2004, consolidated gross margins declined to 24% from 27% in the
previous year's second quarter. This decline was the result of lower margins on
product revenues (12% in 2004 as compared to 15% in 2003.) The biggest problem
regarding gross profit is sales volume. The absolute dollar contribution must
increase in order to cover operating costs and permit us to show a profit.
Product margins were negatively effected by several factors. Continued
weakness in technology spending forced margins lower as many suppliers competed
for the same business. Manufacturers continued to eliminate reseller incentives
as the products they were offering became more commoditized. The Company is
currently partnering with several new hardware and software manufacturers who
have specialized products that command higher profit margins. These
relationships could become more important in the future as downward pressure
continues on margins for personal computers, printers and servers. Management
anticipates that gross margins for product sales will remain in the 10% range
for the balance of Fiscal 2004.
While overall costs and expenses have been reduced through reductions
in long-term lease commitments and workforce reductions, the challenge
the Company faces now is to increase revenues beyond breakeven levels and reap
the benefits that reduced overhead and fixed costs will provide. The training
and consulting segment reported a 17% improvement in gross profit percentage
(from 24% to 28%) on a 46% decline in revenues for the first six months of
Fiscal 2004 as compared to the same six-month period in 2003.
When, and if, revenues increase, more profit is attainable due to the fact
that the fixed cost component has been drastically reduced and a larger portion
of the delivery expense will be variable in nature. However, if sales increase
significantly in the short term, the Company risks having insufficient resources
to deliver services due to reduced manpower and facility capacity. The Company
would need to contract for part-time consultants and acquire additional space
through short-term rentals in order to meet client demand, which is possible,
but would be more expensive to implement.
Selling expense decreased by $79,000 (10%) in the first six months of
Fiscal 2004 as compared to the previous year. Personnel expense (salaries,
bonuses, commissions and payroll burden) decrease of $70,000 was the biggest
component of the reduction. However, selling expense increased by $19,000 (5%)
for the three months ended May 31, 2004 as compared to the previous year. This
is due to the fact that the Company is increasing sales staff and support in an
effort to positively impact overall revenues.
General and administrative expense was reduced by $799,000 (34%) for the
first six months of Fiscal 2004 due primarily to significant reductions in
administrative and support staff as part of the workforce reduction discussed
previously. For the three-month period ended May 31, 2004, general and
administrative expense was also reduced by $233,000 (23%) for the same reasons.
Interest income decreased by $137,000 (51%) in the first six months of
Fiscal 2004 as compared to the same six months in the previous year. The
prepayment of the note receivable from the sale of a former subsidiary in
September 2003 and the $500,000 reduction in the demand note and accompanying
reduction in the interest rate with a related party in early 2003 were the
primary reasons for the decrease. Total notes receivable decreased by
approximately $2,600,000 in the twelve-month period ending May 31, 2004.
Interest expense was reduced by $21,000 (35%) in the six months of
Fiscal 2004 versus Fiscal 2003. Reduced borrowings on the revolving line of
credit and the payoff of the remaining term debt ($800,000) with the primary
lender were the major reasons for the reduction.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
===================================================================
We are exposed to some market risk from changes in interest rates. The
line of credit with Commerce Bank is variable and floats with the Prime lending
rate. A significant increase in this benchmark rate will cause our interest
expense to increase on any outstanding borrowings.
Currently, we have $100,000 invested in a municipal bond mutual fund. We
account for this investment in accordance with SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." These investments are
treated as available-for-sale under SFAS No. 115. The carrying value of these
investments approximates fair market value.
ITEM 4. CONTROLS AND PROCEDURES
================================
As of the end of the period covered by 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/Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Rule 13a-15 under
the Securities Exchange Act of 1934, as amended. Based upon that evaluation,
the Company's Chief Executive Officer/Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic
filings with the Securities and Exchange Commission.
The Company's management is also responsible for establishing and
maintaining adequate internal control over financial reporting. There were no
changes in the Company's internal control over financial reporting identified
in connection with the evaluation of it that occurred during the Company's last
fiscal quarter that materially affected, or are reasonably likely to materially
affect, internal control over financial reporting.
PART II - OTHER INFORMATION
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Item 1 Legal Proceedings - None
Item 2 Changes in Securities - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Stock Holders - None
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 31 Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act-Kevin J. McAndrew
Exhibit 32 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act. - Kevin J. McAndrew
(b)Reports on Form 8-K:
On April 26, 2004, the Company filed a Current report on Form
8-K to disclose, under Item 5, the Company's selling of its software
tracking/radio frequency subsidiary.
On June 5, 2004, the Company filed a Current report on Form 8-K
to disclose, under Item 5, the Company's notification by Nasdaq that the bid
price of the Company's common stock had closed below the minimum requirement for
continued inclusion under Marketplace Rule #4310(c)(4), and that in accordance
with Marketplace Rule #4310(c)(8)(D), the Company must regain compliance or be
delisted. The letter related to a bid price deficiency, and no other issues
were identified.
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.
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(Registrant)
By/s/ Kevin J. McAndrew
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Kevin J. McAndrew
President and Chief Executive Officer
By: /s/ Kevin J. McAndrew
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Kevin J. McAndrew
Chief Financial Officer
July 12, 2004