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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:
May 31, 2002 0-15588
CANTERBURY CONSULTING GROUP, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2170505
- ------------------------------- -----------------------
(State of Incorporation) (IRS Employer Identification Number)
1600 Medford Plaza
128 Route 70
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, July 15, 2002, is 12,088,427
shares.
FORM 10-Q
PART 1 - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
- -----------------------------
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEET
--------------------------
ASSETS
- ------
May 31, November 30,
2002 2001
----------- ------------
(Unaudited)
Current Assets:
Cash and cash equivalents $ 174,273 $ 664,850
Accounts receivable, net of allowance for
doubtful accounts of $447,000 and $452,000 6,845,844 5,728,970
Notes receivable - current portion 460,437 459,029
Prepaid expenses and other assets 395,466 239,470
Inventory, principally finished goods, at cost 328,656 826,851
Deferred income tax benefit 149,011 149,011
----------- -----------
Total Current Assets 8,353,687 8,068,181
Property and equipment at cost, net of
accumulated depreciation of $2,300,000 and
$2,038,000 1,177,442 1,315,942
Goodwill, net of accumulated amortization of
$1,234,000 4,192,104 4,162,604
Deferred income tax benefit 4,048,105 4,323,105
Notes receivable 6,743,840 6,966,743
Other assets 205,749 207,547
----------- -----------
Total Assets $24,720,927 $25,044,122
=========== ===========
See Accompanying Notes
2
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
May 31,
2002 November 30,
(Unaudited) 2001
----------- ------------
Current Liabilities:
Accounts payable - trade $ 2,779,726 $ 1,776,326
Accrued expenses 561,502 1,014,302
Unearned revenue 1,021,303 1,943,240
Income taxes payable - 18,540
Current portion, long-term debt 844,578 873,439
----------- -----------
Total Current Liabilities 5,207,109 5,625,847
Long-term debt 2,070,552 2,145,183
Deferred income tax 2,939,201 2,947,131
----------- -----------
Total Liabilities 10,216,862 10,718,161
Commitments and contingencies
Stockholders' Equity:
Common stock, $.001 par value, 50,000,000 shares
authorized; 12,088,000 and 12,469,000 issued 12,088 12,469
Additional paid-in capital 23,716,331 24,232,735
Retained earnings (deficit) (5,486,036) (5,916,972)
Notes receivable for capital stock - related
parties (3,738,318) (4,002,271)
----------- -----------
Total Stockholders' Equity 14,504,065 14,325,961
----------- -----------
Total Liabilities and Stockholders' Equity $24,720,927 $25,044,122
=========== ===========
See Accompanying Notes
3
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
Three-Months Ended May 31, Six-Months Ended May 31,
2002 2001 2002 2001
---- ---- ---- ----
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Service revenue $4,820,943 $ 2,884,128 $ 8,840,638 $ 5,641,984
Product revenue 4,818,714 3,548,576 7,548,013 6,688,022
---------- ----------- ----------- -----------
Total net revenue 9,639,657 6,432,704 16,388,651 12,330,006
Service costs and expenses 2,830,852 1,729,545 5,628,294 3,236,452
Product costs and expenses 4,174,234 3,085,470 6,318,896 5,528,001
---------- ----------- ----------- -----------
Total costs and expenses 7,005,086 4,815,015 11,947,190 8,764,453
Gross profit 2,634,571 1,617,689 4,441,461 3,565,553
Selling 665,379 698,427 1,262,888 1,349,769
General and administrative 1,505,011 2,537,660 2,828,402 3,753,516
---------- ----------- ----------- -----------
Total operating expenses 2,170,390 3,236,087 4,091,290 5,103,285
Other income/(expenses)
Interest income 176,518 216,389 346,262 393,005
Interest expense (57,022) (41,013) (104,703) (92,828)
Other 1,028 (412,481) 114,206 (319,622)
---------- ----------- ----------- -----------
Total other income 120,524 (237,105) 355,765 (19,445)
Income (loss) before income
taxes and cumulative effect
of change in accounting
principle 584,705 (1,855,503) 705,936 (1,557,177)
Provision (benefit) for
income taxes 229,000 (460,000) 275,000 (333,000)
---------- ----------- ----------- -----------
Income before cumulative
effect of change in
accounting principle 355,705 (1,395,503) 430,936 (1,224,177)
Cumulative effect of change
in accounting principle - - - (213,088)
---------- ----------- ----------- -----------
Net income (loss) $ 355,705 $(1,395,503) $ 430,936 $(1,437,265)
========== =========== =========== ===========
See Accompanying Notes
4
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
Continued
Three-Months Ended May 31, Six-Months Ended May 31,
2002 2001 2002 2001
---- ---- ---- ----
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net income (loss) per
share and common share
equivalents
Net income (loss) $355,705 $(1,395,503) $ 430,936 $(1,437,265)
Basic:
Income (loss) before
cumulative effect of
change in accounting
principle $.03 $(.12) $.04 $(.11)
Cumulative effect of
change in accounting
principle - - - (.02)
---- ----- ---- -----
Net income (loss) $.03 $(.12) $.04 $(.13)
==== ===== ==== =====
Diluted:
Income (loss) before
cumulative effect of
change in accounting
principle $.03 $(.12) $.04 $(.11)
Cumulative effect of
change in accounting
principle - - - (.02)
---- ----- ---- -----
Net income (loss) $.03 $(.12) $.04 $(.13)
==== ===== ==== =====
Weighted average number
of common shares -
basic 12,266,000 11,518,600 12,313,300 11,109,000
========== ========== ========== ==========
Weighted average number
of common shares -
diluted 12,405,600 11,803,500 12,452,900 11,393,800
========== ========== ========== ==========
See Accompanying Notes
5
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MAY 31, 2002 AND May 31, 2001
May 31, 2002 May 31, 2001
------------ ------------
(Unaudited) (Unaudited)
Operating activities:
Net income (loss) $ 430,936 $(1,437,265)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 262,161 501,816
Goodwill impairment - 500,000
Provision for losses on accounts receivable 5,755 291,153
Cumulative effect of accounting change - 213,088
Deferred income taxes 267,070 (351,535)
401(k) contribution - 83,362
Receipt of stock for services - (793,240)
Other assets 1,798 466,456
Loss on sale of land - 317,204
Changes in operating assets, net of acquisitions
Accounts receivable (1,122,629) 557,040
Inventory 498,195 (3,508)
Prepaid expenses and other assets (155,996) 288,406
Income taxes (18,540) (129,833)
Accounts payable 1,003,400 (137,587)
Accrued expenses (470,309) 310,052
Unearned revenue (921,937) 50,367
---------- -----------
Net cash provided by (used in) operating
activities (220,096) 725,976
---------- -----------
Investing activities:
Capital expenditures, net (123,661) (27,943)
Other (29,500) 399,734
---------- -----------
Net cash provided by (used in) investing
activities (153,161) 371,791
---------- -----------
Financing activities:
Purchase of treasury shares (250,323) -
Proceeds from issuance of common stock 15,000 -
Proceeds from revolving line of credit 250,000 -
Proceeds from long term debt - 1,500,000
Principal payments on long term debt (353,492) (1,902,977)
Proceeds from payments on notes receivable 221,495 192,816
---------- -----------
Net cash used in financing activities (117,320) (210,161)
---------- -----------
Net increase (decrease) in cash (490,577) 887,606
---------- -----------
Cash, beginning of period 664,850 885,479
---------- -----------
Cash, end of period $ 174,273 $ 1,773,085
========== ===========
See Accompanying Notes
6
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
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, 2001. 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. is engaged in the business
of providing 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.
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company
and all of its subsidiaries. All material intercompany transactions have been
eliminated.
Stock Based Compensation
------------------------
The Company accounts for stock options under Accounting Principles Board
(APB) Opinion No. 25- Accounting for Stock Issued to Employees. The Company
7
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
discloses the pro forma net income and earnings per share effect as if the
Company had used the fair value method prescribed under SFAS No.123-Accounting
for Stock Based Compensation.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. The ultimate outcome and actual results could differ from
the estimates and assumptions used.
Revenue Recognition
-------------------
Product Revenue
Product revenue is recognized when there is persuasive evidence of an
arrangement, the product has been delivered, the sales price is fixed or
determinable, and collectibility is reasonably assured. The product is
considered delivered to the customer once it has been shipped, and title and
risk of loss have transferred. The Company defers revenue if there is
uncertainty about customer acceptance. Product revenue represents sales of
computer hardware and software. Generally, the Company is involved in
determining the nature, type, and specifications of the products ordered by
the customer.
Service Revenue
Service revenue is recognized when there is persuasive evidence of an
arrangement, the sales price is fixed or determinable, and collectibility is
reasonably assured. Service revenues represent training, consulting and
technical staffing services provided to customers under separate consulting
and service contracts. Revenues from these contracts are recognized as
services are rendered.
Change in Accounting
--------------------
The Securities and Exchange Commission (SEC) recently issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements," which provides additional guidance in applying generally accepted
accounting principles for revenue recognition. The Company implemented the
provisions of SAB 101 in the fourth quarter of fiscal 2001, retroactive to
December 1, 2000. The implementation of SAB 101 resulted in a change in
accounting for certain product shipments where title did not transfer to the
customer until delivery occurred. The cumulative effect of the change for
implementation of SAB101 resulted in a charge to the first quarter of fiscal
2001 income of $213,088 (net of income taxes of $109,773). For the first
quarter ended February 28, 2001, the Company recognized $1,560,000 of revenue
which was included in the cumulative effect adjustment. The effect of that
revenue on fiscal 2001 was to increase income by $213,088 (net of income taxes
of $109,773) during that period.
8
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Statement of Cash Flows
-----------------------
For purposes of the Statement of Cash Flows, cash refers solely to demand
deposits with banks and cash on hand.
Depreciation and Amortization
-----------------------------
The Company depreciates and amortizes its property and equipment for
financial statement purposes using the straight-line method over the estimated
useful lives of the property and equipment (useful lives of leases or lives of
leasehold improvements and leased property under capital leases, whichever is
shorter). For income tax purposes, the Company uses accelerated methods of
depreciation.
The following estimated useful lives are used:
Building and improvements 7 years
Equipment 5 years
Furniture and fixture 5 to 7 years
Inventories
-----------
Inventories are stated at the lower of cost or market utilizing a first-
in, first-out method of determining cost.
Earnings Per Share
------------------
Basic earnings per share is computed using the weighted average common
shares outstanding during the year. Diluted earnings per share considers the
dilutive effect, if any, of common stock equivalents (options).
Concentration of Risk
---------------------
As previously discussed, the Company is in the business of providing
management and information technology services. These services are provided to
a large number of customers in various industries in the United States. The
Company's trade accounts receivable are exposed to credit risk, but the risk is
limited due to the diversity of the customer base and the customers wide
geographic dispersion. The Company performs ongoing credit evaluations of its
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.
9
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Reclassifications
-----------------
Certain reclassifications have been made to prior years balances in order
to conform to current presentations.
Recent Accounting Pronouncement
-------------------------------
The Financial Accounting Standards Board ("FASB") recently issued
Statement of Financial Accounting Standard No. 141 ("SFAS 141"), "Business
Combinations", and Statement of Financial Accounting Standard No. 142 ("SFAS No.
142"), "Goodwill and Intangible Assets". SFAS No. 141 is effective for all
business combinations completed after June 30, 2001. SFAS No. 142 is effective
for fiscal years beginning after December 15, 2001 with early adoption permitted
for fiscal years beginning after March 15, 2001. However, certain provisions of
SFAS 142 apply to goodwill and other intangible assets acquired between July 1,
2001 and the effective date of SFAS 142. Major provisions of these Statements
are as follows:
1. All business combinations initiated after June 30, 2001 must use the
purchase method of accounting. The pooling of interest method of
accounting is prohibited except for transactions initiated before July 1,
2001.
2. Intangible assets acquired in a business combination must be recorded
separately from goodwill if they arise from contractual or other legal
rights or are separable from the acquired entity and can be sold,
transferred, licensed, rented, or exchanged, either individually or as
part of a related contract, asset, or liability.
3. Goodwill, as well as intangible assets with indefinite lives, acquired
after June 30, 2001, will not be amortized. Effective with the adoption
of SFAS 142, all previously recognized goodwill and intangible assets
with indefinite lives will no longer be subject to amortization.
4. Effective with the adoption of SFAS 142, goodwill and intangible assets
with indefinite lives will be tested for impairment annually and whenever
there is an impairment indicator.
5. All acquired goodwill must be assigned to reporting units for purposes of
impairment testing and segment reporting.
The Company has adopted SFAS 142 effective at December 1, 2001. Goodwill
has been amortized at approximately $480,000 annually (or $120,000 quarterly)
in prior periods. Therefore, no goodwill amortization was recorded in the six
months ended May 31, 2002, and none will be recorded in future periods.
The Company has completed the transition impairment test in accordance
with SFAS 142 and has found no goodwill impairment as of May 31, 2002.
2. Acquisitions
------------
On September 28, 2001, the Company completed the acquisition of User
10
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Technology Services, Inc. ("Usertech") with an effective date of September 1,
2001. The purchase of 100% of the outstanding shares of Usertech common stock
was accounted for using the purchase method of accounting. The Company paid
$2,350,000 in cash; $1,200,000 in notes payable over three years, plus the
assumption of $851,000 in liabilities.
Usertech provides e-learning support, Enterprise Resource Planning (ERP)
and Customer Relationship Management (CRM) planning, implementation and
training, as well as post implementation support, for clients who have installed
Peoplesoft, SAP and Oracle software. Proprietary software packages are also
supported through a national network of skilled consultants.
3. Segment Reporting
-----------------
The Company is organized into four operating segments and the corporate
office. The operating segments are: training and consulting, value added
hardware reseller, technical staffing and software development. Summarized
financial information for the three months and six months ended May 31, 2002
and May 31, 2001, for each segment, is as follows:
For the six months ended May 31,
Value
Training Added
and Hardware Technical Software
2002 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- -------- ----------- --------- -----
Revenues $8,262,024 $7,438,868 $578,614 $109,145 $ - $16,388,651
Income before
taxes 359,071 660,424 72,416 (10,741) (375,234) 705,936
Assets 8,204,649 3,776,729 302,793 94,191 12,342,565 24,720,927
Interest income 460 - - 2,050 343,752 346,262
Interest expense 52,860 23 - 2,071 49,749 104,703
Depreciation and
amortization 213,109 21,525 10,555 5,880 11,092 262,161
Value
Training Added
and Hardware Technical Software
2001 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- -------- ----------- --------- -----
Revenues $4,812,088 $6,560,599 $ 829,896 $127,423 $ - $12,330,006
Income before
taxes 94,875 576,029 (176,759) 7,212 (2,058,534) (1,557,177)
Assets 10,649,985 4,902,356 393,038 122,264 16,021,175 32,088,818
Interest income - - - - 393,005 393,005
Interest expense 11,175 33 - - 81,620 92,828
Depreciation and
amortization 221,485 6,962 11,492 12,886 748,991 1,001,816
11
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
For the three months ended May 31,
Value
Training Added
and Hardware Technical Software
2002 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- -------- ----------- --------- -----
Revenues $4,566,211 $4,799,819 $254,732 $18,895 $ - $9,639,657
Income before
taxes 442,130 385,829 13,645 (23,930) (232,969) 584,705
Assets 8,204,649 3,776,729 302,793 94,191 12,342,565 24,720,927
Interest income - - - 2,050 174,468 176,518
Interest expense 26,258 - - 1,012 29,752 57,022
Depreciation and
amortization 94,515 16,444 5,281 1,987 5,564 123,791
Value
Training Added
and Hardware Technical Software
2001 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- -------- ----------- --------- -----
Revenues $ 2,533,820 $3,484,196 $350,308 $ 64,380 $ - $ 6,432,704
Income before
taxes (106,737) 182,865 (125,715) 2,463 (1,808,379) (1,855,503)
Assets 10,649,985 4,902,356 393,038 122,264 16,021,175 32,088,818
Interest income - - - - 216,389 216,389
Interest expense 11,175 - - - 29,838 41,013
Depreciation and
amortization 110,382 2,440 5,810 7,034 620,346 746,012
4. Property and Equipment
----------------------
Property and equipment consists of the following:
May 31, November 30,
2002 2001
------- -----------
Machinery and equipment $2,377,448 $2,253,787
Furniture and fixtures 566,576 566,576
Leased property under capital leases
and leasehold improvements 533,834 533,834
---------- ----------
3,477,858 3,354,197
Less: Accumulated depreciation (2,300,416) (2,038,255)
---------- ----------
Net property and equipment $1,177,442 $1,315,942
========== ==========
12
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Depreciation expense for the three months ended May 31, 2002 and May 31,
2001 was $138,000 and $120,000, respectively.
5. Notes Receivable
----------------
The Company holds a note receivable with a remaining balance in the amount
of $2,547,436 at May 31, 2002. This note was received in November 1995 as part
of the consideration for the sale of a former subsidiary. The Company is
scheduled to receive monthly payments of $33,975 inclusive of interest at 7.79%
per year through November 2005 and a balloon payment of $1,707,000 in December
2005.
In addition, the Company held notes receivable assets from related parties
in the aggregate amount of $4,656,841 at May 31, 2002. These notes have
interest terms that average 8.5% per year and are scheduled to mature at various
dates through December 2006, with a balloon payment of $1,596,000 in December,
2007.
6. Long-Term Debt
--------------
May 31, November 30,
2002 2001
------- -----------
Long-term obligations consist of:
Term loan $1,175,000 $1,325,000
Revolving credit line 250,000 100,000
Note payable for acquisition 1,165,795 1,169,656
Capital lease obligations 50,399 81,743
Notes payable - equipment 273,936 342,223
---------- ----------
2,915,130 3,018,622
Less: Current maturities (844,578) (873,439)
---------- ----------
$2,070,552 $2,145,183
========== ==========
The Company's outstanding amount owed under the revolving credit line
with Chase Bank was refinanced in May, 2001 by establishing a commercial
lending relationship with Commerce Bank, N.A. (the Bank). As of the date of
the refinancing, approximately $883,000 was paid to Chase in full satisfaction
of the Company's outstanding obligations, out of the proceeds of a $1,500,000
five-year term loan from Commerce.
As part of the refinancing, the Company also secured a two-year $2,500,000
working capital line of credit with the Bank collateralized by trade accounts
receivable and inventory. $1,500,000 was borrowed in conjunction with the
acquisition of User Technology Services, Inc. ("Usertech") on September 28,
2001. This $1,500,000 has been repaid in full. Both loans carry an interest
rate of the prime rate plus 1%. The credit facility with Commerce Bank is
13
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
structured so that as the original term loan of $1,500,000 is paid down, the
borrowing cap on the revolver increases so that the total maximum outstanding
debt is $4,000,000, subject to receivable and inventory levels. As of May 31,
2002 the total available revolver line is $2,550,000. During May, 2002 the Bank
has extended the term on the revolving line of credit until May 1, 2004.
The Bank's long term debt is secured by substantially all of the assets of
the Company and requires compliance with covenants which include the maintenance
of certain financial ratios and amounts. The Company is restricted by its bank
from paying cash dividends on its common stock. The Company remains in full
compliance with all of the financial covenants of its loan agreement with the
Bank.
As part of the purchase price paid for the acquisition of Usertech in
September, 2001, the Company agreed to pay $1,200,000 to the seller over the
next three years at an annual amount of $400,000 plus accrued interest at 7%
per annum on the outstanding balance. Also as part of the purchase agreement,
the seller agreed to guarantee the collection of the acquired accounts
receivable with a 10% risk sharing threshold by Canterbury. The Company has
the right in the first year after the acquisition to offset the guaranteed
portion of any uncollectible receivable against the first $400,000 payment
scheduled to be made during September, 2002. As of July 15, 2002 the Company
has notified the seller and put back $34,205 against the note payment. The
Company originally had until March 26, 2002 to put the uncollected accounts
receivable back to the seller. The Company and seller mutually agreed to
extend the deadline to September, 2002.
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 May 31, 2002, the note payable had an outstanding balance of $273,936.
Aggregate fiscal maturities on long-term debt, exclusive of obligations
under capital leases, are approximately $584,000 in 2002; $836,000 in 2003;
$1,020,000 in 2004; $300,000 in 2005; and $125,000 thereafter.
The carrying value of the long-term debt approximates its fair value.
7. Capital Leases
--------------
Capital lease obligations are for certain equipment leases which expire
through Fiscal year 2004. Future required payments under capitalized leases
together with the present value, calculated at the respective leases' implicit
interest rate of approximately 10.5% to 14.3% at their inception.
14
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Year ending November 30, 2002 $33,255
Year ending November 30, 2003 and thereafter 21,377
-------
Total minimum lease payments 54,632
Less amount representing interest (4,233)
-------
Present value of long-term obligations under capital leases $50,399
=======
8. Related Party Transactions
--------------------------
At May 31, 2002 and November 30, 2001, the total notes receivable plus
accrued interest for the issuance of Company common stock to corporate officers,
corporate counsel and certain consultants totaled $3,738,000 and $4,002,000,
respectively. The notes are collateralized by common stock of the Company and
are reported as a contra-equity account. Interest rates range from 4% to 6.6%.
At May 31, 2002, $1,736,000 of the notes are recourse and $2,002,000 are non-
recourse.
During Fiscal 2001, certain officers and directors of the Company
purchased a 33% ownership interest in a corporation which owns 100% of the
stock of a corporation which has notes payable to the Company in the amount of
$4,656,841 at May 31, 2002 from an owner group who purchased the business from
the Company in 1996. The Company maintained the same level of security interest
protection and the same debt amortization schedule. The Company earned $408,000
of interest income from these notes in Fiscal 2001, and $200,000 of interest
income in the six months ended May 31, 2002. These notes have interest terms
that average 8.5% per year and are scheduled to mature at various dates through
December 2006, with a balloon payment of $1,596,000 in December, 2007.
9. Stock Listing
-------------
On February 15, 2002 the Company was notified by Nasdaq that it had until
May 15, 2002 to come into compliance with their minimum $1.00 per share
requirement for continued inclusion on their National Market listing. The
Company is in full compliance with the remaining listing requirements of
Nasdaq's Maintenance Standard #1. The Company complied with the minimum price
requirements by closing at a $1.00 per share for a period of 11 consecutive
trading days before May 15, 2002. The minimum requirement was closing at a
$1.00 for 10 consecutive 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 their
National Market listing. The Company appealed Nasdaq's initial decision and
appeared before an appeal panel on June 21, 2002. Nasdaq's final decision is
still pending as of the date of this filing. If the Company does not succeed in
winning the appeal it will apply to transfer its securities to the Nasdaq Small
Cap Market.
15
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Item 2. Management's Discussion of Financial Condition and Results of Operations
- --------------------------------------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
Working capital at May 31, 2002 was $3,147,000, an increase of $705,000
since November 30, 2001. The Company's cash position decreased by $490,000
during the first six months of the year due primarily to reductions in accrued
expenses, unearned revenue and an increase in accounts receivables. Receivables
increased by approximately $1,122,000 from year-end due to increased revenues
during the second quarter. Inventory reduced by $498,000 from year-end due to
the fact that several significant hardware orders that were in transit at
November 30, 2001 were shipped during December 2001. The amount of inventory
related to these shipments totaled $653,000. In conjunction with these
transactions, approximately $775,000 in deferred revenue was also recorded.
The Company's outstanding amount owed under the revolving credit line
with Chase Bank was refinanced in May 2001 by establishing a commercial lending
relationship with Commerce Bank, N.A. (the Bank). As of the date of the
refinancing, approximately $883,000 was paid to Chase in full satisfaction of
the Company's outstanding obligations, out of the proceeds of a $1,500,000 five-
year term loan from Commerce.
As part of the refinancing, the Company also secured a two-year
$2,500,000 working capital line of credit with the Bank collateralized by
trade accounts receivable and inventory. $1,500,000 was borrowed in
conjunction with the acquisition of User Technology Services, Inc.
("Usertech") on September 28, 2001. This $1,500,000 has been repaid
in full. Both loans carry an interest rate of the prime rate plus 1%.
The credit facility with Commerce Bank is structured so that as the
original term loan of $1,500,000 is paid down, the borrowing cap on the
revolver increases so that the total maximum outstanding
debt is $4,000,000, subject to receivable and inventory levels.
As of the date of this filing the total available revolver line is
$2,800,000. During May, 2002 the Bank has extended the term on
the revolving line of credit until May 1, 2004.
The Bank's long-term debt is secured by substantially all of the assets
of the Company and requires compliance with covenants, which include the
maintenance of certain financial ratios and amounts. The Company is restricted
by its bank from paying cash dividends on its common stock. The Company remains
in full compliance with all of the financial covenants of its loan agreement
with the Bank.
As part of the purchase price paid for the acquisition of Usertech
in September 2001, the Company agreed to pay $1,200,000 to the seller over
the next three years at an annual amount of $400,000 plus accrued
interest at 7% per annum on the outstanding balance. Also as part of the
purchase agreement, the seller agreed to guarantee the collection of the
acquired accounts receivable with a 10% risk-sharing threshold by
Canterbury. The Company has the right in the first year after the
acquisition to offset the guaranteed portion of any
uncollectible receivable against the first $400,000 payment scheduled to be
16
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
made during September 2002. As of July 15, 2002 the Company has notified the
seller and put back $34,205 against the note payment. The Company originally
had until March 26, 2002 to put the uncollected accounts receivable back to
the seller. The Company and seller mutually agreed to extend the deadline to
September 2002.
Management believes that continued positive cash flow contributions from
the Company's operating subsidiaries will be sufficient to cover cash flow
requirements for Fiscal 2002. There was no material commitment for capital
expenditures as of May 31, 2002. Inflation was not a significant factor in
the Company's financial statements.
Cash flow used in operating activities for the six months ended May 31,
2002 was $220,000. This represents a decrease of $946,000 over the same six-
month period from the prior year. The reduction in operating cash flow for the
six months ended May 31, 2002 is primarily due to the growth in revenues for
the second quarter. Consolidated revenue increased by $2,890,000 (42%) in the
second quarter over the first quarter of Fiscal 2002. Revenues increased by
$4,059,000 (33%) for the first six months of Fiscal 2002 versus the same six-
month period in Fiscal 2001. Also, the acquisition of Usertech/Canterbury in
September 2001 increased the accounts receivable and revenue levels in 2002
versus 2001.
The Company's May 31, 2002 current ratio improved to 1.60 to 1.00 versus
1.43 to 1.00 at November 30, 2001. With its excess cash, the Company completed
a $250,000 stock buy back during the second quarter. As of the date of this
report, the Company has $2,800,000 availability on its revolving line of
credit, subject to its receivable and inventory levels.
With anticipated continued strong operating cash results, the Company
intends to further reduce long-term bank debt, help fund acquisitions and
invest in secure interest bearing investments.
Results of Operations
- ---------------------
Revenues
--------
Total revenues for the three months ended May 31, 2002 increased by
$3,206,000 (50%) over the comparable three-month period in Fiscal 2001.
Service revenue increased by $1,937,000 (67%) in the second quarter of Fiscal
2002 versus Fiscal 2001. The increase is the net result of the additional
revenue of Usertech/Canterbury of approximately $2,800,000 recorded in the
second quarter of Fiscal 2002 and a reduction of revenues from existing
businesses of approximately $863,000. For the six months ended May 31, 2002
total revenues increased by $4,059,000 (33%) over the previous year. This
again is the net result of the additional revenue from Usertech/Canterbury
for the year of $5,100,000 offset by reduced revenues from existing
subsidiaries of $1,041,000. Usertech/Canterbury was acquired in September
2001 and hence no revenue was reflected during the first or second quarter
of Fiscal 2001. The reduction in revenue from existing businesses was due
17
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
in part to the continued negative impact that the terrorist attacks of
September 11 had on our training business in the Metro New York City area.
Many classes were cancelled, and there was reduced sales activity for the
first half of the year. Several of our largest customers were located at
Ground Zero. Consulting assignments were delayed or cancelled due to the
chaos in and around New York City. The Company's business interruption
insurance policy provided limited relief to the economic impact of the
terrorist attacks. Proceeds from the policy netted the Company approximately
$85,000, which was received in the first quarter of Fiscal 2002 and recorded
as Other Income.
Even prior to September 11, 2001, the economic downturn in the technology
sector had softened demand for certain training and consulting products during
2001. Several large clients had reduced their training budgets in the second
half of the year in response to their own fiscal situations. New software
rollouts were delayed and application and technical training revenues suffered
during the year as a result. Also, the acquisition of Usertech/Canterbury
provides the Company with even more expertise in distance learning. All of
the Company's training subsidiaries are beginning to work together to blend
existing course content with e-learning delivery capabilities. For clients in
and around New York City, as well as the rest of the world, the Company will
have the capacity to provide a distance learning solution to those who may
choose not to attend classroom training in the future.
Product revenue increased in the second quarter of Fiscal 2002 by
$1,271,000 (36%) as compared to the three months ended May 31, 2001. For the
six months ended May 31, 2002 product revenue increased by $860,000 (13%)
over the same six-month period in 2001. The Baltimore-Washington, D.C. market
is the hub for much of the Company's product sales. Again, like New York,
many of our clients delayed scheduled purchases while dealing with other
pressing concerns such as security. Future product revenues may be
significantly reduced due to a change in accounting caused by the Hewlett
Packard merger with Compaq. USC/Canterbury is a significant value added
reseller for Hewlett Packard. A portion of future transactions will be
accounted for under an agency relationship, with the reseller being paid
an agent fee which may approximate the current gross profit margin from
each sale. The manufacturer will record the revenue and hold the
accounts receivable with the customer. Based on this change there will also
be a significant reduction in Company account receivables in future periods.
The Company has experienced a significant slow down in revenues for the
month of June 2002 and the first week of July. If this trend continues both
revenues and net income for the third quarter will be adversely effected.
Although there is no assurance, this slow down appears to be the result of
short term conditions and delays in the marketplace and is not due to
cancellations of business.
Costs and Expenses
------------------
Total costs and expenses increased by $2,190,000 (45%) during the three
months ended May 31, 2002 as compared to the same period of Fiscal 2001. For
the six months ended May 31, 2002 costs and expenses increased by $3,183,000
18
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(36%). The increase is the result of the additional delivery costs associated
with the addition of Usertech of $1,541,000 and $3,115,000 for the three and
six-month period ending May 31, 2002 coupled with increased products costs of
$1,069,000 and $791,000. There were cost reductions in the services segment of
approximately $420,000 and $700,000 for the three and six months ended May 31,
2002.
Overall gross profit percentage was 27% for the second quarter of Fiscal
2002 as compared to 25% in the second quarter of Fiscal 2001. For the six
months ended May 31, 2002 gross profit was 27% as compared to 29% for the same
six-month period of Fiscal 2001. Service revenue margins for the three months
ended May 31, 2002 were 41% as compared to 40% for the same period in Fiscal
2001. Product margins for the first six months of both Fiscal years were
similar (16%).
Selling expenses for the six months ended May 31, 2002 decreased by
$86,000 (6%). Contributing to this net decrease was cost reductions in
existing businesses of $316,000 offset by the additional costs of
Usertech/Canterbury for the first quarter of Fiscal 2002 of $402,000.
Reduction in sales staff for DMI/Canterbury ($175,000) and CALC/Canterbury
($108,000) represented the largest components of the cost reduction for
existing businesses.
General and administrative expenses decreased in the three months ended
May 31, 2002 by $1,033,000 (41%) in Fiscal 2002 as compared to Fiscal 2001.
There was over $1,100,000 in non-recurring expenses in the second quarter of
Fiscal 2001. The additional costs of Usertech/Canterbury in Fiscal 2002 of
$483,000 offset by cost reductions in the other operating subsidiaries
comprised primarily of staff related expenses ($180,000) and reduced
amortization expense ($240,000). The six-month decrease in Fiscal 2002 over
Fiscal 2001 can be attributed to the same factors as mentioned for the three-
month decrease.
Other Income
------------
Other expense decreased by approximately $400,000 for the three and six-
month period ended May 31, 2002 versus the same period in Fiscal 2001. This
decrease is the result of a loss on sale of property ($317,000) and security
impairment write down ($75,000) which occurred in the second quarter of Fiscal
2001 and were non recurring in nature.
19
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
PART II - OTHER INFORMATION
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: None
(b) Reports on Form 8-K: None
20
FORM 10-Q
CANTERBURY CONSULTING GROUP, INC.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CANTERBURY CONSULTING GROUP, INC.
---------------------------------
(Registrant)
By:/s/ Kevin J. McAndrew
-------------------------------------
Kevin J. McAndrew
President and Chief Executive Officer
By:/s/ Kevin J. McAndrew
-------------------------------------
Kevin J. McAndrew, C.P.A.
Chief Financial Officer
July 15, 2002