SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934:
For the fiscal year ended: November 30, 2002 Commission File Number: 0-15588
CANTERBURY CONSULTING GROUP, INC.
---------------------------------
Pennsylvania 23-2170505
- ------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification
Number)
352 Stokes Road, Suite 200
Medford, New Jersey 08055
- ---------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (609) 953-0044
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
-----------------------------
(Title of Class)
Indicate by check mark whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. X YES NO
----- -----
Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-K contained in this form, and no
disclosure will be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this 10-K. X
-----
Revenues for the most recent fiscal year were $30,949,421.
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the closing price of such stock on the Nasdaq
SmallCap Market for February 19, 2003 was $1,857,206.
The number of shares outstanding of the issuer's class of common equity, as
of February 19, 2003 was 1,732,959.
Documents Incorporated by Reference - Various exhibits from the Company's
Registration Statements and such other documents contained in Item 14.
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2002
PART I
ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
- ------------
Canterbury Consulting Group, Inc., formerly Canterbury Information
Technology, Inc., (hereinafter referred to as "the Registrant" or "the
Company") is engaged in the business of providing information technology
products, services and training to both commercial and government clients.
Canterbury is comprised of six operating subsidiaries with offices located
in New Jersey, New York, Connecticut, Maryland, Ohio, and Texas. The focus
of the Canterbury companies is to become an integral part of our clients IT
solution, designing and applying the best products, services and training
to help them achieve a competitive advantage by helping their employees to
succeed. Our subsidiaries offer the following technology and training
solutions:
* distance learning solutions * hardware sales and support
* customized learning solutions * software development
for ERP and CRM * web development
* systems engineering and * technical and desktop applications
consulting training
* IT contractors and permanent * records and asset management systems
staffing * industry specific portals
* management training programs * help desk and service center support
The Company was incorporated in the Commonwealth of Pennsylvania on March
19, 1981 and later qualified to do business in the State of New Jersey in
April, 1985.
The Company became a Registrant by filing and registering with the
Securities and Exchange Commission under Form S-18 which became effective on
August 20, 1986.
On April 30, 2001, the Company amended its Certificate of Incorporation to
change the name of the Company from Canterbury Information Technology, Inc. to
Canterbury Consulting Group, Inc. which better describes the Company's current
and future business activities and allows for a more synergistic approach to
marketing all of its subsidiaries under one umbrella.
As a subsequent event, effective January 24, 2003, the Board of Directors
declared a one for seven reverse stock split of the Registrant's common stock
in order to remain in compliance with Nasdaq's minimum price requirement. All
share and per share information has been restated to account for the one for
seven reverse stock split. On February 13, 2003, the Company received
notification from Nasdaq stating that it had evidenced compliance with all
requirements necessary for continued listing on The Nasdaq SmallCap Market.
NARRATIVE DESCRIPTION OF BUSINESS - TRAINING AND CONSULTING
- -----------------------------------------------------------
COMPUTER SOFTWARE TRAINING/SERVICES
-----------------------------------
In June 1994, the Company acquired Computer Applications Learning Center
(CALC), a New Jersey based computer software training company. Since 1983,
CALC has trained corporate workers and managers at its training centers in
New York and New Jersey and on site at Fortune 1000 corporations. During
1995, the Company changed the name of CALC to CALC/Canterbury Corp. to more
appropriately reflect Canterbury's role in the corporate training industry.
CALC/Canterbury is a Microsoft Certified Technical Education Center, Lotus
Authorized Education Center and an authorized center for CISCO certified
training as well as CAT and VUE testing. CALC/Canterbury is authorized to
provide continuing education units (CEU's) and is an approved sponsor of
Continuing Professional Education (CPE) for CPA's in New York, New Jersey
and Pennsylvania. CALC/Canterbury's technical services division offers
technology project management, software development, hardware and software
installations, web and industry specific web site development. Through CALC
Web University, CALC/Canterbury offers e-commerce enabled, Internet-based
training as well as custom designed web delivered courses and instruction.
Future Plans
- ------------
Although CALC/Canterbury is currently experiencing a downturn consistent
with other businesses in its segment, Canterbury desires to expand
CALC/Canterbury by: attempting to make specific acquisitions in the
information technology market of companies that provide complementary
products and services (such as technical services and Web-based training)
to its significant customer base established over the past nineteen years
of operations; and by entering into strategic business partnerships to
allow the existing sales force to offer multiple information technology
related services and products. Over time, if the Company's market
penetration increases, the services that were subcontracted in the past may
be developed and expanded internally. At the same time, the Company is
focused on introducing and promoting all of Canterbury's subsidiaries'
products and services to the existing client base of CALC/Canterbury. The
Company is also in the process of reducing the amount of fixed plant
(classrooms and office space) needed by CALC/Canterbury Corp. by combining
its operations with the operations of other subsidiaries and attempting to
sublease excess training space.
As a subsequent event, during February, 2003, CALC/Canterbury executed a
licensing agreement with ExecuTrain, an international learning solutions
provider, whereby it will become part of ExecuTrain's global training
network. There are currently 47 ExecuTrain locations throughout the United
States and a total of 230 locations in 35 countries. CALC/Canterbury can
now offer national and international training delivery to its existing
clients with multiple locations. This alliance will also allow
CALC/Canterbury to market itself to new clients who have not used them in
the past in the Metro New York market due to its lack of national training
capability.
CUSTOMIZED ERP AND CRM LEARNING SOLUTIONS
-----------------------------------
In September, 2001 the Company acquired User Technology Services,
Inc. (Usertech), a twenty-three year old technology consulting
organization specializing in custom learning solutions for major domestic
corporations. The business is headquartered in the Northeast, but
Usertech has consultants and account managers throughout the United
States. Usertech designs, develops and delivers customized employee
training programs in support of client systems implementations using a
blend of traditional (instructor-led) and electronic (WBT and CBT)
delivery modes. The Company's primary expertise is in Enterprise Resource
Planning (ERP) and Customer Relationship Management (CRM) application
systems. Customized training for PeopleSoft, Oracle, SAP and Seibel
software installations are the cornerstone of the business. Usertech's
consultants are also proficient in various proprietary software
applications that their clients deploy.
Usertech's alliance relationships are an important component of the
company's sales and marketing program. Product and software manufacturer
alliances should increase the rate of target market penetration, improve
competitive position and generate new sales leads. With Usertech's
significant human and intellectual resources and expertise in e-learning
delivery platforms, Canterbury's goal is to increase its distance learning
offerings in all of its corporate training business. In 2001, after the
acquisition, the Company changed the name of User Technology Services, Inc.
to Usertech/Canterbury Corp. to properly reflect its role in the Canterbury
family of training and technology businesses.
As a subsequent event, the Company is currently investigating the
circumstances relating to a certain previously undisclosed business
relationship by the President of its Usertech/Canterbury Corp. subsidiary,
which may be in potential conflict with his employment contract. The result
of this investigation may result in significant cancellation, modification,
acceleration and/or cash flow issues regarding the said President's future
contractual compensation. The results of this investigation will be
reported separately as appropriate.
Future Plans
- ------------
The Company desires to expand this segment of the business in a number of
ways. First, additional sales personnel may be deployed in selected key
markets throughout the country where there is currently no Usertech/Canterbury
representation. Also, if e-learning and blended training solutions continue
to grow in popularity, Usertech/Canterbury will work to stay ahead of the
curve in its ability to design and deliver such training to its customers. In
conjunction with the expansion plans outlined above, the Company intends to
cross-market Usertech/Canterbury's services with its other operating
subsidiaries. New product focus, such as distance learning for client
proprietary systems, is also being expanded in existing markets.
Usertech/Canterbury also plans to offer its learning solutions through the
ExecuTrain national franchise network as a result of the agreement between
CALC/Canterbury and ExecuTrain. ExecuTrain has been planning to expand its
product offerings in the ERP market and Usertech/Canterbury can now provide
quality delivery and service to the client base that ExecuTrain currently
services.
MANAGEMENT TRAINING
- -------------------
In September of 1993, the Company acquired Motivational Systems,
Inc., a New Jersey-based management and sales training company. Since 1970,
Motivational Systems has trained managers and sales professionals from
many Fortune 1000 companies, on a national and international basis.
Motivational Systems conducts a wide variety of seminars in management
and team development, selling and negotiating, interpersonal communication,
executive development, organizational problem solving and project
management. During 1995, the Company changed the name of Motivational
Systems, Inc. to MSI/Canterbury Corp. to more appropriately reflect
Canterbury's presence and role in the corporate training industry.
Future Plans
- ------------
This division's planned expansion may occur by extending its current
sales effort into contiguous markets adjacent to its corporate
headquarters in Northern New Jersey. Although MSI/Canterbury's revenues
and profits are subject to the state of the economy, it could benefit
eventually from the consolidation within its training segment.
MSI/Canterbury also plans to develop, internally, new product
offerings, both consultative and on-line, for existing and potential
customers, based on their specific needs. With several consultants who
are professional course developers on staff, this process has already
resulted in additional product revenue streams. It is also intended to
continue to introduce MSI/Canterbury's services into our operating
subsidiaries.
MSI/Canterbury also plans to offer its products and services via the
ExecuTrain national franchise network in conjunction with the agreement
between CALC/Canterbury and ExecuTrain. ExecuTrain has also been
looking to expand its product offerings into private sales and
management training throughout its franchise network. MSI/Canterbury
can now provide quality delivery in this area to ExecuTrain's clients on
a national and international basis.
NARRATIVE DESCRIPTION OF BUSINESS - SOFTWARE DEVELOPMENT
- --------------------------------------------------------
In May of 1997, the Company acquired ATM Technologies, Inc. ("ATM"), a
Texas-based software consulting and development company, serving clients
in national and international markets. ATM has been in business since 1984,
specializing in PC-based tracking systems. The Company changed the name
of ATM Technologies, Inc. to ATM/Canterbury Corp. to more appropriately
reflect Canterbury's presence and role in the information technology
industry.
Future Plans
- ------------
Although acceptance of its product has been slower than anticipated, ATM
plans to grow by promoting and selling its document imaging and PC-based
retrieval program integrated into its MasterTrak(tm) document tracking program
using barcoding as well as rolling out Radio Frequency Identification (RFID)
software technology. RFID is a very advanced automated data capture
technology. It speeds the collection of data and eliminates the need to
read individual barcodes. With RFID technology, no line of sight or direct
contact is required between the reader and the tag. ATM is also working to
expand its base of national and international dealers and to facilitate
increased awareness of the tracking system's new imaging software developed
by the company.
NARRATIVE DESCRIPTION OF BUSINESS - VALUE ADDED HARDWARE RESELLER
- -----------------------------------------------------------------
In October, 1999, the Company acquired U.S. Communications, Inc. (USC),
an Annapolis, Maryland based value added reseller of desktop and server
computer systems to state and local governments as well as commercial
private sector companies in the mid-Atlantic market. USC provides a broad
range of information technology services other than hardware procurement
and installation. Other products and services include software, consulting
and network design and management. After the acquisition, the Company
changed the name of U.S. Communications to USC/Canterbury Corp. to more
appropriately reflect Canterbury's presence and role in the information
technology industry.
The Company predominately resells Hewlett-Packard personal computers and
servers as stand alone desktops, workstations and complete networks.
Virtually no inventory is maintained on site as most equipment is drop
shipped to the customer location. The consulting and network design
services are becoming a more important value added product to the customer
base, as they look for a complete solution to their information technology
needs.
USC/Canterbury's future revenue could be greatly reduced as Hewlett
Packard and Compaq move toward an agency relationship, with USC/Canterbury
being paid an agent fee which would approximate the current gross profit
from each sale. It is projected that the manufacturer would record the
revenue and hold the accounts receivable with the customer. This
anticipated change in business flow has not been significant to date, and it
is now our current understanding that the migration to an agency
relationship will begin in the first quarter of Fiscal 2003, and will become
more significant during the second half of the year.
Future Plans
- ------------
This subsidiary's expansion forecast includes additional penetration into
existing governmental installations as well as pursuing governmental
municipalities in other states. USC has also expanded its sales focus to
include commercial clients. The Company is also reviewing possible
acquisition candidates in this market as well as introducing other
subsidiary products and services into their existing client base.
USC/Canterbury is also expanding its reseller relationship to manufacturers
other than Hewlett Packard and Compaq in order to provide its customers with
more purchasing options as well as to reduce its dependence on a sole source
for product.
NARRATIVE DESCRIPTION OF BUSINESS - TECHNICAL STAFFING
- ------------------------------------------------------
In August, 2000, the Company acquired DataMosaic International, Inc., an
Atlanta, Georgia based management and systems consulting company, which
provides staffing augmentation solutions and consulting services to the
information technology industry. Short term and long term contracting along
with permanent placement and project management of IT professionals is
provided to mid-sized and Fortune 1000 corporations for: technical leaders
and specialists, senior programming analysts, programmers, systems support
and administration specialists experienced in networking, data
communications, LAN/WAN, SQA/testing and technical writing. After the
acquisition, the Company changed the name of DataMosaic International to
DMI/Canterbury Corp. (DMI).
DMI has relocated its office presence to Parsippany, New Jersey. The
office offers technical recruitment and contracting on a national basis both
over the Internet and in conjunction with existing Canterbury subsidiaries
and affiliates. DMI is also an internal resource, assisting all Canterbury
subsidiaries in recruitment of potential employees.
Future Plans
- ------------
DMI/Canterbury Corp. has drastically reduced its fixed costs in order to
achieve positive cash flow; although there is no assurance, it is positioned
to take advantage of a consolidated business segment as the economy
recovers, and the demand for contracting and placement of information
technology professionals improves.
MERGER/ACQUISITION PROGRAM
- --------------------------
Canterbury is actively seeking acquisitions of other profitable
technology companies within our core competencies:
* Distance learning development
* Technical systems design, development, integration and consulting
* Hardware sales and support
* Technical recruitment and staff augmentation
* Internet and intranet consulting, development and implementation
BUSINESS MODEL - INFORMATION TECHNOLOGY SERVICES
+----------------------------------------------------------------------------------+
| Computer and | Systems | | Internet and |
| Software | Integrators | Network and | Intranet |
| Consulting | --- | Systems Developers | Consultants, |
| CALC/Canterbury | Hardware/ | and Installers | Developers and |
| USC/Canterbury | Software Sales | CALC/Canterbury | Providers |
| ATM/Canterbury | CALC/Canterbury | USC/Canterbury | CALC/Canterbury |
| Usertech/Canterbury | USC/Canterbury | | USC/Canterbury |
| | ATM/Canterbury | | Usertech/Canterbury |
+----------------------------------------------------------------------------------+
+----------------------------------------------------------------------------------+
| Technical | Training | Technical | Global Online Training |
| Training | Companies | Staffing and | Usertech/Canterbury |
| Companies | MSI/Canterbury | Recruiting | CALC Web University |
| CALC/Canterbury | CALC/Canterbury | DMI/Canterbury | |
| | Usertech/Canterbury | | |
+----------------------------------------------------------------------------------+
EMPLOYEES
- ---------
As of November 30, 2002, the Company, including all subsidiaries, had 201
employees: 148 full-time employees and 53 part-time employees. The Company
believes that the relationship with its employees is satisfactory.
ITEM 2. DESCRIPTION OF PROPERTIES
All facilities, including its administrative offices, branch locations
and sales offices, are leased. The aggregate annual rental payments under
leases will approximate $1,293,000 in Fiscal 2003.
The following table sets forth the locations of the Company including
square footage:
Square
Location Footage
- -------- -------
Canterbury Consulting Group, Inc. 3,000
352 Stokes Road, Suite 200
Medford, NJ 08055
ATM/Canterbury Corp. 3,700
16840 Barker Springs, Suite C300
Houston, TX 77084
CALC/Canterbury Corp. 18,600
500 Lanidex Drive
Parsippany, NJ 07054
CALC/Canterbury Corp. 10,000
780 Third Avenue, Concourse Level One
New York, NY 10017
CALC/Canterbury Corp. 3,000
Woodbridge Place, Gill Lane at Route 1
Iselin, NJ 08830
CALC/Canterbury Corp. 7,000
55 Broadway
New York, NY 10006
DMI/Canterbury Corp. 500
500 Lanidex Drive
Parsippany, NJ 07054
MSI/Canterbury Corp. 1,800
400 Lanidex Drive
Parsippany, NJ 07054
MSI/Canterbury Corp. 300
500 Lanidex Drive
Parsippany, NJ 07054
USC/Canterbury Corp. 2,500
801 Compass Way, Suite 205
Annapolis, MD 21401
Usertech/Canterbury Corp. 2,400
Shore Pointe, One Selleck Street
East Norwalk, CT 06855
Usertech/Canterbury Corp. 4,000
500 Lanidex Drive
Parsippany, NJ 07054
Usertech/Canterbury Corp 1,100
100 E. Campus View Blvd, Suite 155
Columbus, OH 43235
ITEM 3. LEGAL PROCEEDINGS
We are not a party to, nor is any of our property subject to any
material pending legal proceedings, nor are any material legal proceedings
known to be contemplated by governmental authorities or others.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
The Company's Annual Meeting was held on October 2, 2002, at which time
two matters were submitted to the Company's stockholders for a vote. The
majority of the stockholders voted for the ratification of Baratz &
Associates, P.A. as the Company's independent auditors and the election
of the following Directors: Stanton M. Pikus, Kevin J. McAndrew, Alan
Manin, Jean Zwerlein Pikus, Stephen M. Vineberg, Paul L. Shapiro and
Frank A. Cappiello.
On August 6, 2002, the shareholder of record date, the number of
shares outstanding was 1,732,959 and by October 2, 2002 1,495,990 votes
were cast. The proposal for the slate of directors and the proposal for
the ratification of Baratz & Associates, P.A. were approved by at least 98%
of the votes.
PART II
ITEM 5. MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
The Company trades on the Nasdaq SmallCap Market. The high and low closing
prices (adjusted to reflect the 1 for 7 reverse stock split) of the Company's
common stock from December 1, 2000 through February 19, 2003 were as follows:
MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
================================================================================
2001 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter
| ----------- | ----------- | ----------- | -----------
| High Low | High Low | High Low | High Low
Common | ---- --- | ---- --- | ---- --- | ---- ---
Stock | $31.08 $10.50 | $13.13 $7.11 | $15.27 $7.70 | $7.71 $4.62
================================================================================
2002 | 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter
| ----------- | ----------- | ----------- | -----------
| High Low | High Low | High Low | High Low
Common | ---- --- | ---- --- | ---- --- | ---- ---
Stock | $5.74 $3.50 | $7.70 $3.50 | $7.21 $3.36 | $4.20 $1.75
================================================================================
2003 | 1st Quarter |
| ----------- |
| High Low |
Common | ---- --- |
Stock | $2.73 $1.29 |
==========================
The approximate number of record holders of the Company's common stock
as of November 30, 2002 as determined from the Company's transfer agent's
list of record holders was 364. Such list does not include beneficial
owners of securities whose shares are held in the names of various dealers
and clearing agencies. The Company believes that there are in excess of
3,000 beneficial holders.
On February 15, 2002 the Company was notified by Nasdaq that it had
until May 15, 2002 to come into compliance with their minimum $1.00 per
share requirement for continued inclusion on their National Market listing.
The Company was and is in full compliance with the remaining listing
requirements of Nasdaq's Maintenance Standard #1. The Company complied
with the minimum price requirements by closing at a $1.00 per share for a
period of 11 consecutive trading days before May 15, 2002. The minimum
requirement was that the Company's common stock close at a $1.00 bid or
better for 10 consecutive 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. The
appeal was denied and on July 31, 2002 the Company's common stock began
trading on the Nasdaq SmallCap Market. In order to stay listed on the
Nasdaq SmallCap Market, the Company's stock needed to close above a $1 bid
price for at least 10 consecutive trading days by February 10, 2003.
In order to remain in compliance with the Nasdaq minimum price
requirement, the Board of Directors voted for a one for seven reverse split
effective January 24, 2003. On February 13, 2003 the Company received a
letter from Nasdaq stating that Canterbury had evidenced compliance with
all requirements necessary for continued listing on the Nasdaq SmallCap
Market. Accordingly, Nasdaq determined to continue the listing of the
Company's securities on the Nasdaq SmallCap Market.
The Company has never declared a dividend on its common stock and does
not plan to do so in the near future.
The following table summarizes certain information regarding the Company's
equity compensation plans.
( a ) ( b ) ( c )
Number of Securities Weighted-average Number of
to be issued upon exercise exercise price of securities remaining
of outstanding options, outstanding options, available for future
warrants and rights warrants and rights issuance under equity
compensation plans
(excluding securities
Plan Category reflected in column (a))
- ---------------------------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders (1) 279,607 $10.55 89,441
Equity compensation
plans not approved by
security holders(2) 23,002 $6.32 --
--------- ----- -------
Total 302,609 $10.21 89,441
========= ===== ========
(1) 1995 Employee Stock Option Plan was approved by the shareholders on
July 21, 1995 with an amendment approved by shareholders on August 26,
1996. See Note 11 of Notes to Consolidated Financial Statements, Stock
Option Plans for a description of stock option plans.
(2) Options and Warrants issued to consultants outside of the shareholder
approved stock option plan.
ITEM 6. SELECTED FINANCIAL DATA
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Operating data:
Net revenues $30,949,421 $29,043,842 $29,734,589 $14,209,526 $12,122,879
Net (loss)
income (2,017,851) (7,159,855) 1,058,215 620,768 581,503
Basic per share data:
Net(loss)
income $(1.16) $(4.25) $.74 $.54 $.67
=========== =========== =========== =========== ===========
Balance sheet
data:
Total assets $18,668,979 $25,044,122 $31,184,412 $27,811,971 $25,700,415
Long-term debt $1,209,625 $2,145,183 $678,303 $1,989,031 $2,640,075
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Cautionary Statement
- --------------------
When used in this Report on Form 10-K and in other public statements,
both oral and written, by the Company and Company officers, the word
"estimates," "project," "intend," "believe," "anticipate," and similar
expressions, are intended to identify forward-looking statements
regarding events and financial trends that may affect the Company's
future operating results and financial position. Such statements are
subject to risks and uncertainties that could cause the Company's actual
results and financial position to differ materially. Such factors
include, among others: (1) the Company's success in attracting new
business and success of its mergers and acquisitions program; (2) the
competition in the industry in which the Company competes; (3) the
sensitivity of the Company's business to general economic conditions; and
(4) other economic, competitive, governmental and technological factors
affecting the Company's operations, markets, products, services and
prices. The Company undertakes no obligations to publicly release the
result of any revision of these forward-looking statements to reflect
events or circumstances after the date they are made or to reflect the
occurrence of unanticipated events.
Procedures and Controls
- -----------------------
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of the Company's disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are
effective. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at November 30, 2002, was $1,292,000. This was a
decrease of $1,150,000 from the previous year. Accounts receivable
decreased by $2,878,000, due primarily to the reduction in revenue during
the fourth quarter of Fiscal 2002 as compared to Fiscal 2001. This decline
in revenue amounted to $2,865,000 and is the result of the overall decline
in spending in the technology sector. Technology and training expenditures
by the Company's clients have slowed or been delayed in light of various
factors affecting their businesses such as the uncertain economy, the
threat of terrorism and the possibility of war or other international
conflict. Inventory also decreased by $653,000 in Fiscal 2002 as compared
to Fiscal 2001. There was a significant amount of hardware orders in
transit at November 30, 2001. There were no such orders in transit at
November 30, 2002.
The Company's outstanding amount owed under the revolving credit line
with Chase Bank was refinanced in May 2001 by establishing a commercial
lending relationship with Commerce Bank, N.A. (the Bank). As of the date
of the refinancing, approximately $883,000 was paid to Chase in full
satisfaction of the Company's outstanding obligations, from the proceeds of
a $1,500,000 five-year term loan from Commerce. As of November 30, 2002,
$475,000 of this loan has been repaid.
As part of the refinancing, the Company also secured a two-year
$2,500,000 working capital line of credit with 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 revolver debt is
$2,500,000, subject to receivable and inventory levels. As of November
30, 2002 the total available line is $1,289,000. During May, 2002 the
Bank 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. As
of November 30, 2002, the Company is in full compliance with all of the
financial covenants of its loan agreement with the Bank.
If the recent trend of significant monthly losses continues through
the first quarter of Fiscal 2003, the Company may then be in breach of its
minimum tangible net worth covenant with the Bank as of February 28, 2003.
If this is the case, the Company will request a waiver of default from
the Bank before the 10-Q for the first quarter is filed.
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 had 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
September 28, 2002 the Company notified the seller and put back $136,850
against the note payment. The Company originally had until March 26, 2002
to put the uncollected accounts receivable back to the seller, but both
parties mutually agreed to extend the deadline to September, 2002. On
September 30, 2002 the Company paid the seller a total of $342,360, which
included accrued interest of $79,210, less the put back of $136,850.
Management believes that continued positive cash flow contributions from
the Company's operating subsidiaries and the availability to borrow from
its revolving line of credit will be sufficient to cover cash flow
requirements for Fiscal 2003. There was no material commitment for capital
expenditures as of November 30, 2002. Inflation was not a significant
factor in the Company's financial statements.
Cash flow from operating activities for the year ended November 30, 2002
was $386,000, a decrease of $1,555,000 over Fiscal 2001. The reduction in
operating cash flow from 2001 was due in large part to the reduced levels
of operating profitability from each of the subsidiaries. Total current
assets declined by $3,562,000, while current liabilities were reduced by
$2,412,000. The balance sheet has continued to shrink during the first
quarter of Fiscal 2003 as business has continued to slow. During Fiscal
2002, the Company used its excess operating cash to purchase over $250,000
of its common stock on the open market and to reduce long-term debt by
approximately $950,000. Fiscal 2002 was the eighth consecutive year of
positive cash flow from continuing operations. The Company's November 30,
2002 current ratio was 1.40:1.00 versus 1.43:1.0 at November 30, 2001. As
of the date of this report, the Company has $1,263,000 available on its
revolving line of credit, based upon its current receivable and inventory
levels.
The following table summarizes the Company's contractual obligations
as of November 30, 2002:
Payments Due By Period
Less Than More Than
Contractual Obligations Total 1 Year 1-3 Years 3-5 Years 5 Years
- ---------------------------------------------------------------------------------------
Long-term debt $2,068,664 $ 859,039 $1,209,625 $ - $ -
Capital lease obligations 23,841 23,841 - - -
Operating leases 5,386,775 1,458,572 2,441,434 1,354,866 131,903
---------- --------- ---------- --------- --------
Total $7,479,280 $2,341,452 $3,651,059 $1,354,866 $131,903
========== ========== ========== ========== ========
RESULTS OF OPERATIONS
Fiscal 2002 Compared to Fiscal 2001
Revenues
--------
Overall revenues increased by $1,905,000 (7%) in Fiscal 2002 over 2001.
This net increase is the result of the increased revenue contribution from
Usertech/Canterbury ($6,438,000) which operated for a full twelve months
in Fiscal 2002 versus only three months in Fiscal 2001. The business was
acquired in September, 2001. Offsetting the increase caused by the
acquisition of Usertech/Canterbury were reductions in revenues from the
other operating segments. The value added hardware reseller segment saw
revenues decline by $1,890,000 (12%). Training and consulting revenues
exclusive of Usertech/Canterbury declined by $2,038,000 (24%) from Fiscal
2001 levels. Software development revenues experienced a reduction of
$46,000 (21%) during Fiscal 2002. Technical staffing revenues for Fiscal
2002 were $558,000 (38%) lower than the previous year. Part of this
reduction was the direct result of closing the Atlanta office which had
been operating at a loss for a large portion of Fiscal 2001 and early
2002.
The declining revenue in all of the operating segments is the result of
reduced client spending in all phases of information technology and
training. Budgets have been reduced or eliminated. Projects have been
delayed or reduced in scope. Many businesses are attempting to use
internal resources instead of outsourcing in an attempt to save money
during these difficult economic times. The Company is dealing with this
business downturn in a number of ways. Facility consolidations, workforce
reductions in areas other than sales, salary freezes and reductions, and
the hiring of more sales personnel are all being utilized as a means to
preserve cash and to increase revenues and cash flow.
CALC/Canterbury has reduced its fixed overhead by sharing its
Parsippany, New Jersey facility with both DMI/Canterbury and
Usertech/Canterbury. As a subsequent event, during February, 2003
CALC/Canterbury executed a licensing agreement with ExecuTrain, an
international learning solutions provider, whereby it will become part of
their global training network. As a result, CALC/Canterbury can now offer
national and international training delivery to its existing clients with
multiple locations. The alliance will also allow CALC/Canterbury to
market itself to new clients who have not used them in the past due to its
lack of national training capability. CALC/Canterbury is currently in
search of qualified sales personnel to help expand its presence in the
metro New York City marketplace.
Usertech/Canterbury experienced a significant downturn in revenues
during the last quarter of Fiscal 2002. Several large projects ended
during the quarter and were not replaced with new business. Many clients
delayed or cancelled large-scale training projects due to their own poor
operating results. Many of Usertech/Canterbury's consultants were under
utilized during the quarter. As the softness in revenue has continued
into the early part of Fiscal 2003, the Company has taken several
significant steps to preserve cash flow. First, the Saddlebrook, New
Jersey office was closed in December, 2002 and those employees were
relocated to Parsippany, New Jersey to share office space with
CALC/Canterbury. The Company saved approximately $175,000 annually by not
renewing the Saddlebrook lease. There was also a significant workforce
reduction during the first quarter of 2003. Twenty-seven (27) employees
have been laid off resulting in annual salary and benefits savings of
approximately $2,200,000. As a result of this staff reduction, the
Usertech/Canterbury's organization was restructured and streamlined
resulting in additional savings. Usertech/Canterbury is also searching
for two additional account executives in order to reach more potential
customers on a national basis. Usertech/Canterbury also plans to
offer its learning solutions through the ExecuTrain national franchise
network as a result of the agreement between CALC/Canterbury and
ExecuTrain. ExecuTrain has been planning to expand its product offerings
in the ERP market and Usertech/Canterbury can now provide quality delivery
and service to the client base that ExecuTrain currently services.
USC/Canterbury has been dealing with a number of business issues as a
result of the Hewlett-Packard/Compaq merger. Lower margins, more
competition and delays in product availability have all taken its toll on
revenues and gross profit. Margins in Fiscal 2002 were 12% compared to
approximately 19% in Fiscal 2001. Many manufacturer rebate programs have
been discontinued. USC/Canterbury is attempting to expand its reseller
relationships to manufacturers other than Hewlett Packard and Compaq in
order to provide customers with more purchasing options as well as to
reduce its dependence on a sole source for product. The majority of
USC/Canterbury's clients are municipalities in state and local government.
With many state budgets running at a deficit, there is less money being
allocated to information technology spending. USC/Canterbury continues to
focus on expanding its business to commercial clients to reduce its
overall dependence on government clients.
MSI/Canterbury's management and sales training tends to be a more
discretionary expenditure by its clients during difficult economic times.
Many clients have reduced or eliminated certain programs for the time
being. Over the past thirty years of its existence MSI/Canterbury has
experienced the ebb and flow caused by current economic conditions. While
dealing with the current downturn, this subsidiary has taken several steps
to address the situation. First, MSI/Canterbury has expanded its reach by
entering into several alliance programs with local chambers of commerce.
There have been reductions in support staff and consultants, while at the
same time an ongoing search for qualified sales personnel is being
conducted. MSI/Canterbury also plans to offer its services through the
ExecuTrain national network in conjunction with the agreement between
CALC/Canterbury and ExecuTrain. MSI/Canterbury is also developing
distance learning products to complement its live delivery platform.
ATM/Canterbury has also experienced declining revenues caused in large
part to the downturn in spending for information technology products as a
result of poor economic conditions in the country. New products are being
developed in an effort to penetrate markets that were previously not
addressed. Lower priced versions of various software packages are being
introduced to new clients who have less demanding performance
requirements. ATM/Canterbury continues to search for strategic partners
who will use their software as an integral component in a packaged
solution for asset tracking or document tracking and retrieval.
DMI/Canterbury's revenues have been adversely affected by the poor
economic condition of many of the industries that it serves. A lack of
information technology job openings coupled with a surplus of IT
professionals has resulted in the reduction in revenue. In order to
combat this difficult operating environment, DMI/Canterbury has
established various strategic alliances with major staffing providers who
have significant relationships with large customers who are still
utilizing outsourced labor. As the economy improves, it is the Company's
belief that DMI/Canterbury will be among the first subsidiaries to
experience an increase in revenues as the pool of qualified available
labor diminishes and job requirements increase.
The Company continues to advocate and promote cross marketing between
all of its operating subsidiaries. During the current economic downturn,
the number of opportunities for Canterbury to provide an all-inclusive
technology or training solution to its substantial customer list has been
limited. All of the subsidiaries continue to present the full complement
of Canterbury products and services to their clients. It is management's
belief that when business conditions improve, the Company will inherit
markets that have been abandoned by competitors who have gone out of
business, or who do not have sufficient working capital to take advantage
of future opportunities.
Costs and Expenses
------------------
Total costs and expenses increased by $3,295,000 (16%) in Fiscal 2002
versus 2001. This increase is the result of owning Usertech/Canterbury
for a full twelve months in Fiscal 2002 versus only three months in 2001.
Gross profit on service revenue declined from 39% in Fiscal 2001 to 31% in
2002 due to the effects of the revenue decline from training and
consulting coupled with a fairly high fixed cost delivery component.
Product margins, which include hardware and software sales of the Company
decreased to 13% in 2002 from 21% in Fiscal 2001. This reduction in gross
profit is the result of several factors. First, many of the
manufacturer's rebate programs have been eliminated as competitive pricing
pressures have forced them to be more cost efficient. Also, in the
economy's current state, pricing to customers has become much more
competitive. Many clients are seeking out lowest price instead of best
overall solution value.
Consolidated gross margins for the Company decreased to 23% in 2002
versus 29% in Fiscal 2001. Reduced consultant utilization in the training
and consulting business segment and significantly reduced margins on
hardware as a by-product of the Hewlett Packard/Compaq merger contributed
to the overall margin decline.
Selling expense decreased by $311,000 (10%) in Fiscal 2002 versus 2001.
This reduction was the result of several factors. First,
Usertech/Canterbury's selling expense increased by $632,000 because it was
owned by Canterbury for a full twelve months in Fiscal 2002 versus only
three months in Fiscal 2001. Offsetting this increase were reductions in
commission expense of $225,000 in USC/Canterbury due to a much lower gross
profit level in Fiscal 2002. DMI/Canterbury closed its Atlanta facility
in early Fiscal 2002 resulting in a net selling expense savings of
$357,000 for the year due to the reduction in sales staff. Reductions in
staff at CALC/Canterbury during Fiscal 2002 resulted in approximately
$200,000 in savings and more efficient direct marketing expenditures saved
over $62,000 in Fiscal 2002 over 2001. Various other cost reductions in
marketing expense and personnel in the other operating units accounted for
additional savings of approximately $100,000.
General and administrative expense was reduced by $37,000 (1%) in
Fiscal 2002 as compared to Fiscal 2001. This relatively small change is
again the result of various significant factors. First,
Usertech/Canterbury's general and administrative expense increased by
$1,220,000 due to the fact it was part of Canterbury for the full year in
Fiscal 2002 as compared to only three months in Fiscal 2001. Offsetting
this increase was a $463,000 reduction in goodwill amortization expense in
Fiscal 2002 based on the change in accounting predicated by SFAS 142. Bad
debt expense was reduced by $300,000 in Fiscal 2002 over Fiscal 2001,
based on the reduced requirements for additional reserves on lower
accounts receivable balances. Lower expenses for accounting and other
public company expenses saved $97,000 in Fiscal 2002 over 2001.
CALC/Canterbury reduced personnel costs by approximately $190,000 in
Fiscal 2002 by consolidating functions and streamlining other
administrative processes. And finally, DMI/Canterbury reduced its general
and administrative expenses by $170,000 due primarily to the closing of
the Atlanta office in early Fiscal 2002. Various other reductions in
personnel related expenses totaled $37,000.
As a subsequent event, on March 1, 2003 Canterbury's corporate
management team, inclusive of the Chairman, President and Vice President,
has voluntarily reduced their present salaries by 8%. This is in line
with a recently instituted 8% salary reduction at one of the Company's
largest subsidiaries.
Other income for Fiscal 2002 represents the $85,000 in insurance
proceeds paid to the Company, related to business interruption caused by
terrorist attacks on September 11, 2001. In Fiscal 2001 the charge to
other expense of ($251,000) was due mainly to a loss of $324,000 related
to the sale of real estate during the second quarter of Fiscal 2001.
Critical Accounting Policies
----------------------------
Goodwill
- --------
As previously stated, the Company adopted SFAS 142, "Goodwill and
Other Intangible Assets" as of December 1, 2001. This standard requires
that goodwill no longer be amortized, but instead, be tested for
impairment on a periodic basis.
In Fiscal 2002, the Company recorded $584,000 in goodwill impairment
charges related to its MSI/Canterbury subsidiary as a result of the continued
reduction in demand for sales and management training during the current
economic downturn. This charge was recorded in the fourth quarter of the year
and is reported under Training and Consulting in the segment reporting
footnote for fiscal 2002. The current carrying value of goodwill for
MSI/Canterbury, after the impairment charge, is $1,934,000 which is based on
management's current expectations of this business' future profitability.
Management has lowered its earning expectations for MSI/Canterbury based on
the declining, but profitable performance in Fiscal 2002. The carrying values
of goodwill for Usertech/Canterbury ($1,315,000) and USC/Canterbury ($359,000)
were also reviewed as of November 30, 2002 and no impairment charge was deemed
necessary for either subsidiary.
In Fiscal 2001 the Company recorded $5,958,000 of goodwill impairment
charges. $500,000 of this charge was reflected in the second quarter of
the year and the balance was recorded in the fourth quarter. Management
made the decision to treat the carrying value of goodwill conservatively.
DMI/Canterbury goodwill was written down to $0 (total charge of $843,000)
due to the uncertainty in the technical staffing marketplace caused by the
dot com bust and the softening of spending in this business segment. The
net goodwill related to the 1994 acquisition of CALC/Canterbury (Training
and Consulting Segment) totaling $4,397,000 was also written off. The
lingering current effects of September 11, as well as the uncertainty of
future business growth due to the change in business climate surrounding
New York City are the major reasons for this impairment charge. Finally,
the net goodwill of $718,000 resulting from the 1997 acquisition of
ATM/Canterbury (Software Development Segment) was also written off.
Recent operating results may be indicative that the book value of the
goodwill may not be recoverable. Management believes that these impairment
charges reflect the net carrying value of goodwill on the November 30,
2001 Balance Sheet under a conservative valuation approach due to the
current operating losses and uncertain business environment of
CALC/Canterbury, DMI/Canterbury and ATM/Canterbury. All goodwill
impairment expense is reflected under Corporate in the segment reporting
footnote for fiscal 2001.
The Company's earnings forecasts for purposes of these impairment
tests are consistent with forecasts and budgets currently used in the
management of these businesses. The estimated fair value of the goodwill
amounts are based upon future expectations, and if actual results are
significantly lower, the likelihood is that these estimates would change,
resulting in future impairment charges.
Revenue Recognition
- -------------------
As discussed in Note 1 to our Consolidated Financial Statements, 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. SAB 101 states that
revenue is recognized when there is persuasive evidence of an arrangement,
the product has been delivered, the sales price is fixed or determinable,
and collectibility is reasonably assured. The vast majority of our
revenue transactions contain standard business terms and conditions that
result in a clear determination of when revenues should be recognized.
Our revenue recognition policy requires an assessment as to whether
collectibility is probable, which inherently requires us to evaluate the
creditworthiness of our customers and their acceptance of our delivered
products and services.
Valuation Allowance-Deferred Tax Assets
- -----------------------------------------
The Company records valuation allowances to reduce deferred tax assets
to amounts that are more likely than not to be realized. This process
involves forecasting the future profitability of our businesses to
determine whether the company is expecting to generate sufficient taxable
income to fully utilize our existing tax loss carryforwards and other tax
assets that become future tax deductions. The Company has recorded a
valuation allowance of $1,883,000 and $960,000 for the years ended
November 30, 2002 and 2001, respectively. The valuation allowance was
increased for the year ended November 30, 2002 due to the softness in
customer demand during the second half of 2002, that resulted in the
Company falling short of budgeted 2002 revenues and earnings. This
resulted in a $642,000 expense in fiscal 2002 related to an adjustment to
the beginning of the year balance of the valuation allowance.
At November 30, 2002, the Company had loss carryforwards of $7,840,000
for federal income tax reporting purposes and $10,450,000 for state income
tax reporting purposes. Future expiration dates of federal loss
carryforwards are as follows: $2,454,000 (2007), $3,182,000 (2012),
$334,000 (2021) and $1,870,000 (2022). State loss carryforwards expire
between 2007 and 2009.
The determination of the valuation allowance is based upon our
earnings forecasts that we use in the management of our businesses.
Therefore, we are required to make estimates and judgments based upon
historical experience and the best information available to us. However,
future events are subject to change and we may have to adjust the
valuation allowance in future periods, accordingly.
Fiscal 2001 Compared to Fiscal 2000
Revenues
--------
Overall revenues decreased by $691,000 (2%) in Fiscal 2001 over Fiscal
2000. Revenues in the training and consulting segment reflected a net
decrease of $492,000 (4%). This decrease however was the result of a
significant reduction in revenues from existing subsidiaries of $3,107,000
(27%) (primarily CALC/Canterbury), offset by the addition of revenues from
the newly acquired Usertech subsidiary totaling $2,615,000 during the fourth
quarter of Fiscal 2001. There were a number of factors which contributed to
the revenue reduction from existing subsidiaries (primarily CALC/Canterbury)
in this business segment. The events of September 11, 2001 in New York City
had a significant effect on total revenues in the fourth quarter of the year.
Training in the metro New York City area came to a virtual standstill while
the businesses affected by the tragedy struggled to cope with the
devastation. Many classes were cancelled, and there was very little sales
activity for the last three months of the year. Several of our largest
customers were located at Ground Zero. Consulting assignments were delayed
or cancelled due to the chaos in and around New York City. The Company's
business interruption insurance policy provided limited relief to the
economic impact of the terrorist attacks. Proceeds from the policy netted
the Company approximately $85,000, which was received in the first quarter
of Fiscal 2002.
Even prior to September 11, 2001, the economic downturn in the technology
sector had softened demand for certain training and consulting products
during 2001. Several large clients had reduced their training budgets in the
second half of the year in response to their own fiscal situations. New
software rollouts were delayed and application and technical training revenues
suffered during the year as a result. As the first quarter of Fiscal 2002
progresses, the Company is seeing signs that the level of activity by our
customers is beginning to improve. The New York City client base is regrouping
and the amount of training and consulting opportunities are increasing. The
Company is working to expand its sales presence in this market to capture the
apparent pent up demand caused by the soft fourth quarter of Fiscal 2001.
Also, the acquisition of Usertech provides the Company with even more expertise
in distance learning. All of the Company's training subsidiaries are beginning
to work together to blend existing course content with e-learning delivery
capabilities. For clients in and around New York City, as well as the rest
of the world, the Company will have the capacity to provide a distance learning
solution to those who may choose not to attend classroom training in the
future.
Revenues in the value added hardware reseller segment decreased by
$704,000 (4%) in Fiscal 2001 versus 2000. Again much of this shortfall
occurred during the fourth fiscal quarter of the year as overall technology
spending slowed. The reduction in sales volume was more than offset by a
significant increase in gross profit from these sales. Margins increased to
20% in Fiscal 2001 from 13% in 2000, as the sales staff was more selective in
making proposals coupled with very strong manufacturer rebate program
participation.
Revenues in the technical staffing segment increased by $523,000 (55%) in
Fiscal 2001 due to the fact that the acquisition of DMI/Canterbury occurred
part way through Fiscal 2000, and did not contribute for a full year.
Costs and Expenses
------------------
Total costs and expenses decreased by $1,277,000 (6%) in Fiscal 2001
versus 2000. Gross profit on service revenue declined from 43% in Fiscal
2000 to 39% in 2001 due to the effects of the revenue decline from training and
consulting coupled with a fairly high fixed cost delivery component.
Product margins, which include hardware and software sales of the Company
increased to 21% in 2001 from a level of 15% in Fiscal 2000.
Consolidated gross margins for the Company increased to 29% in 2001
versus 27% in Fiscal 2000.
Selling expense increased by $563,000 (24%) in Fiscal 2001 over 2000.
$270,000 of the increase was due to selling expense incurred by Usertech
after the September, 2001 acquisition. The balance of the difference can be
attributed to the fact that DMI, which was acquired in August, 2000, had a
full year of operations in Fiscal 2001 versus only four months in 2001.
General and administrative expense increased by $1,750,000 (39%). Again
a portion of the increase can be accounted for by the 2001 addition of
Usertech ($649,000) and the incremental cost associated with a full year of
operations for DMI ($155,000). Other components of the increase include
increased provision for bad debt of $315,000; increased salaries of $397,000
and other miscellaneous non-cash corporate write-offs approximating $175,000
(which were recorded in the second quarter of Fiscal 2001).
Also during Fiscal 2001 the Company recorded $5,958,000 of goodwill
impairment charges. $500,000 of this charge was reflected in the second
quarter of the year and the balance was recorded in the fourth quarter.
DMI/Canterbury goodwill was written down to $0 (total
charge of $843,000) due to the uncertainty in the technical staffing
marketplace caused by the dot com bust and the softening of spending in
this business segment. The net goodwill related to the 1994 acquisition
of CALC/Canterbury (Training and Consulting Segment) totaling $4,397,000
was also written off. The lingering current effects of September 11, as
well as the uncertainty of future business growth due to the change in
business climate surrounding New York City are the major reasons for
this impairment charge. Finally, the net goodwill of $718,000 resulting
from the 1997 acquisition of ATM/Canterbury (Software Development Segment)
was also written off. Recent operating results may be indicative that the
book value of the goodwill may not be recoverable. Management believes
that these impairment charges reflect the net carrying value of goodwill
on the November 30, 2001 Balance Sheet under a conservative valuation
approach due to the current operating losses and uncertain business
environment of CALC/Canterbury, DMI/Canterbury and ATM/Canterbury.
All goodwill impairment expense is reflected under Corporate
in the segment reporting footnote.
Interest expense was reduced by $160,000 (46%) in Fiscal 2001 as compared
to Fiscal 2000. Strong operating cash flow allowed for reductions in
borrowings related to the Usertech acquisition and lower floating interest
rates provided expense relief during the year.
Other expense of $2,889,000 was comprised of two components. First a
charge of $2,562,000 was recorded during the fourth quarter related to the
impairment of an investment available for sale. The approximately 1,400,000
shares of the publicly traded company were accepted by the Company from 1999
until early 2001 as payment for services delivered to this start-up
organization. Current market value coupled with the organization's poor
balance sheet gave rise to the need for this charge in the fourth quarter of
2001. During the first quarter of 2001 the Company also recorded an
investment impairment charge of $75,000 for another security held for sale.
Also reflected in other expenses for Fiscal 2001 is a loss of $324,000 related
to the sale of real estate during the second quarter of the year.
Fiscal 2001 results of operations included many non-cash, non-recurring
charges to the income statement.
he following list will summarize thesecharges:
Goodwill impairment $5,958,000
Investment impairment 2,637,000
Loss on sale of land 326,000
Reserve for uncollectible accounts 533,000
Debt issuance cost write off 71,000
----------
Total $9,525,000
==========
If these non-cash, non-recurring charges were eliminated from the Fiscal
2001 Statement of Operation, the Company would have shown a pretax profit of
approximately $500,000, before the cumulative effect of a change in
accounting principle.
ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
The financial statements and supplementary data are as set forth in the
Index on page 24.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There were no disagreements with the Company's independent auditors on
matters of accounting or financial disclosure.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF EXCHANGE ACT
The directors, executive officers and control persons of the Company as
of November 30, 2002 were as follows:
Name Age Position Held with Company(1)
- --------------------- --- ------------------------------
Kevin J. McAndrew 44 President, Chief Executive Officer,
Chief Financial Officer, Treasurer,
Director
Stanton M. Pikus 62 Chairman of the Board of Directors
Jean Zwerlein Pikus 49 Vice President - Operations, Secretary,
Director
Alan B. Manin(2) 65 Director
Stephen M. Vineberg(2)(3)(4) 61 Director
Paul L. Shapiro(2)(3)(4) 51 Director
Frank A. Cappiello(2)(5) 77 Director
(1) All directors hold office until the next annual meeting of stockholders
of the Company and thereafter until their successors are chosen and
qualified. All officers hold office at the selection and choice of the
Board of Directors of the Company
(2) Independent Board of Directors Member
(3) Member of the Compensation Committee of the Board of Directors.
(4) Member of the Audit Committee of the Board of Directors.
(5) Chairman and Member of the Audit and Compensation Committees of the
Board of Directors.
KEVIN J. McANDREW, President, Chief Executive Officer, Chief Financial
Officer and Treasurer as of June 1, 2001. He was Chief Operating Officer
since December, 1993; Executive Vice President and Chief Financial Officer
of Canterbury since June 21, 1987; Treasurer since January, 1988; and
Director since 1990. He is a graduate of the University of Delaware (B.S.
Accounting, 1980) and has been a Certified Public Accountant since 1982.
From 1980 to 1983 he was an Auditor with the public accounting firm of
Coopers & Lybrand in Philadelphia. From 1984 to 1986 Mr. McAndrew was
employed as a Controller for a New Jersey based division of Allied Signal,
Inc.
STANTON M. PIKUS, Chairman of the Board of Directors, was a founder of
Canterbury (1981). In June 2001 he resigned as President and Chief
Executive Officer of Canterbury Consulting Group, Inc. but remains an
employee of the Company. He graduated from The Wharton School of the
University of Pennsylvania (B.S., Economics and Accounting) in 1962. From
1968 until 1984 he worked full-time as President and majority stockholder of
Brown, Bailey and Pikus, Inc., a mergers and acquisitions consulting firm
that had completed more than twenty transactions. In addition, Mr. Pikus
has been retained in the past by various small to medium-sized public and
private companies in the capacity of an independent financial consultant.
Mr. Pikus is the spouse of Jean Z. Pikus, who is a Director, a Vice
President and the Secretary of Canterbury Consulting Group, Inc.
JEAN ZWERLEIN PIKUS, Vice President, Secretary, and Director since
December 1, 1984. She was employed by J. B. Lippincott Company, a
publishing company, from 1974 to 1983, where she was Assistant Personnel
Manager and also created its word processing center, and was responsible for
the day-to-day control of word processing and graphic services. In 1984,
Ms. Pikus graduated from The Wharton School of the University of
Pennsylvania (B.S., Accounting and Management, cum laude). Ms. Pikus is the
spouse of Stanton M. Pikus, who is the Chairman of the Board of Directors
and an employee of Canterbury Consulting Group, Inc.
ALAN B. MANIN, Founder and a Director of Canterbury since its inception
in 1981. He is currently the President of Atlantis, Inc., a company which
provides motivational training to employees of Fortune 1000 companies. He is
a graduate of Temple University (B.S., 1960; M.Ed., 1966). He was a teacher
and Department Chairman in the Philadelphia School System (1960-1966); a
former Vice President and Director of Education for Evelyn Wood Reading
Dynamics (1966-1972); a former Director of Northeast Preparatory School
(1973); and President, Chief Operating Officer and founder of Health Careers
Academy, a federally accredited (National Association of Trade and Technical
Schools) vocational school (1974-1979).
STEPHEN M. VINEBERG, a Director since 1988, is currently the President
and Chief Executive Officer of CMQ, Inc. Previously he was a Vice President
of Fidelity Bank, Philadelphia, where he was Chief Operating Officer of the
Data Processing, Systems and Programming Divisions. Mr. Vineberg also
directed a wholly owned subsidiary of the bank that developed and marketed
computer software, operated a service bureau and coordinated all electronic
funds transfer activities.
PAUL L. SHAPIRO, a Director since December, 1992, has worked for McKesson
Drug Company for the past 25 years. Recipient of the McKesson President's
Award for 2002. From 1973 through 1975 he was Director of the Pennsylvania
Security Officers' Training Academy. In 1973, he graduated from York College
of Pennsylvania with a B.S. Degree in Police Administration.
FRANK A. CAPPIELLO, a Director since 1995, Frank Cappiello is one of the
country's leading financial analysts. He is an expert on the national
economy and a recognized authority on investments. His background
includes: formerly the Chief Investment Officer for an insurance holding
company, Research Director of a major stock brokerage firm, and presently
President of an investment counseling firm: McCullough, Andrews &
Cappiello, Inc. He helped found and served as a Director/Advisor to a
successful venture capital fund and is also a founder and past director of
a small business commercial bank, The Bank of Maryland which eventually
became part of BB&T Corp, a $44 billion bank holding company. He is the
author of four books. Mr. Cappiello has been a faculty member at Johns
Hopkins University and is currently Distinguished Visiting Professor of
Finance at Loyola College in Maryland. Frank Cappiello is best known to
television viewers as a regular panelist of the former PBS television
series "Wall $treet Week With Louis Rukeyser". This nationally telecasted
program was shown weekly on 250 stations with a viewing audience of nearly
3 million people. A panelist for 32 years, he was on the first show in
November 1970 and on the last show, March 22, 2002. He is now a regular
panelist on Mr. Rukeyser's successor show: "Lou Rukeyser's Wall Street"
airing weekly on CNBC Fridays at 8:30 p.m. He has been a frequent guest
on the ABC network television program, "Good Morning, America" as well as
CNN's "Money Line", CNN Financial's "Market Sweep", and CNBC. He is a
graduate of the University of Notre Dame and Harvard University's Graduate
School of Business Administration. Mr. Cappiello served in the Marine
Corps as a Lieutenant in an automatic weapons battalion. He is a
recipient of the Navy Combat Ribbon.
Mr. Cappiello serves as the Company's Audit Committee Chairman and the
financial statement expert. In performing these duties Mr. Cappiello
operates independent from the management of the Company.
ITEM 11. EXECUTIVE COMPENSATION
CASH COMPENSATION
The Company had 148 full-time employees as of November 30, 2002.
Summary Compensation Table
--------------------------
Long-Term Compensation
Annual Compensation Award Payouts
--------------------- -----------------------------------
Other Securities All
Annual Restricted Underlying Other
Name & Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Awards SAR Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
- -----------------------------------------------------------------------------
Stanton M. 2002 $247,000 $ - $ - $ - - $ - $ -
Pikus(1) 2001 254,000 - - - 25,001 - -
Chairman 2000 210,000 - - - 14,287 - -
Kevin J. 2002 $247,000 - - - - $ - $ -
McAndrew(2)2001 218,000 $ - $ - $ - 21,429 - -
President, 2000 149,000 - - - 10,001 - -
Chief
Executive
Officer,
and Chief
Financial
Officer
Jean Z. 2002 $150,000 $ - $ - $ - - $ - $ -
Pikus 2001 112,000 - - - 12,144 - -
Vice 2000 92,000 - - - 5,715 - -
President
(1) Prior to June 1, 2001 Stanton M. Pikus held the positions of President
and Chief Executive Officer.
(2) Prior to June 1, 2001, Kevin J. McAndrew held the positions of Executive
Vice President, Chief Operating Officer and Chief Financial Officer.
No other Executive Officer received in excess of $100,000 in total
annual compensation for the three-year period.
There were no stock options granted to Executive Officers during Fiscal
2002.
The Company executed new employment agreements dated June 1, 2001 between
the Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton M.
Pikus, reflecting their new employment arrangements. Each employment
agreement is for a period of five years. Each sets forth various services to
be performed. Each employee shall receive an annual salary of $245,000 with
annual cost of living increases tied to a nationally recognized index, as set
forth by the Board of Directors from time to time. These employment
agreements supercede and replace the current employment agreements, including
the cancellation of bonus opportunities which were to be payable through
December 1, 2003. These agreements also include a non-competition prohibition
for a period of three years after employment has been terminated.
On December 1, 2001 the Company executed a five-year employment agreement
between the Company and Ms. Jean Pikus. Ms. Pikus shall receive an annual
salary of $150,000 with annual cost of living increases tied to a nationally
recognized index, as set forth by the Board of Directors from time to time.
The agreement also includes a non-competition prohibition for a period of
three years after employment has been terminated.
As a subsequent event, on March 1, 2003 Canterbury's corporate management
team, inclusive of the Chairman, President and Vice President, has voluntarily
reduced their present salaries by 8%. This is in line with a recently
instituted 8% salary reduction at one of the Company's largest subsidiaries.
COMPENSATION PURSUANT TO PLAN
The following qualified(1) and non-qualified options were granted to
executive officers and directors of the Company on the following dates
(officers, directors, and more than 5% holders of the Company's common stock
received stock options at 100% of the market value on date of grant) as of
February 19, 2003.
Name of Capacity in Date Exercise
Individual Which Served Options Granted Price
=============================================================================
Stanton M. Pikus Chairman of the Board 7,143 05/18/98 $9.63
of Directors 14,286 12/04/98 $3.72
5,715 08/27/99 $10.92
14,286 11/04/99 $16.80
3,572 08/02/00 $21.00
10,715(1) 11/28/00(1)$19.46(1)
10,715(1) 01/09/01(1)$10.50(1)
14,286(1) 11/21/01(1) $4.83(1)
- ----------------------------------------------------------------------------
Kevin J. McAndrew President, Chief 5,000 05/18/98 $9.63
Financial Officer, 10,715 12/04/98 $3.72
Treasurer, Director 4,286 08/27/99 $10.92
10,715 11/04/99 $16.80
2,858 08/02/00 $21.00
7,143(1) 11/28/00(1)$19.46(1)
7,143(1) 01/09/01(1)$10.50(1)
14,286(1) 11/21/01(1) $4.83(1)
- ----------------------------------------------------------------------------
Jean Zwerlein Pikus Vice President-Operations, 2,858 05/18/98 $9.63
Secretary, Director 6,429 12/04/98 $3.72
2,572 08/27/99 $10.92
6,429 11/04/99 $16.80
2,143 08/02/00 $21.00
3,572(1) 11/28/00(1)$19.46(1)
3,572(1) 01/09/01(1)$10.50(1)
8,572(1) 11/21/01(1) $4.83(1)
- ----------------------------------------------------------------------------
Alan Manin Director 1,429 05/18/98 $9.63
2,500 12/04/98 $3.72
1,000 08/27/99 $10.92
2,500 11/04/99 $16.80
1,429 01/11/00 $25.70
715 08/02/00 $21.00
2,858 11/21/01 $4.83
- ----------------------------------------------------------------------------
Stephen Vineberg Director 1,429 05/18/98 $9.63
2,500 12/04/98 $3.72
1,000 08/27/99 $10.92
2,500 11/04/99 $16.80
715 08/02/00 $21.00
2,858 11/21/01 $4.83
- ----------------------------------------------------------------------------
Paul Shapiro Director 1,429 05/18/98 $9.63
2,500 12/04/98 $3.72
1,000 08/27/99 $10.92
2,500 11/04/99 $16.80
715 08/02/00 $21.00
2,858 11/21/01 $4.83
- ----------------------------------------------------------------------------
Frank A. Cappiello Director 2,858 05/18/98 $9.63
5,000 12/04/98 $3.72
2,000 08/27/99 $10.92
5,000 11/04/99 $16.80
1,786 08/02/00 $21.00
5,715 11/21/01 $4.83
- ----------------------------------------------------------------------------
(1) These options are part of the 1995 Employee Stock Option Plan; however
they are incentive stock options. All other options issued as part of the
1995 Stock Option Plan are non-qualified stock options.
Employee stock option holders have five years from the date of grant to
exercise any or all of their options, and upon leaving the Company the
option holders (but not consultants) must exercise within 30 days. These
options exercise into restricted shares of Company common stock and absent
registration, or any exemption from registration, must be held for the
applicable Rule 144 holding period before the restriction can be removed.
OTHER COMPENSATION
No material other compensation. However, see "Certain Relationships and
Related Transactions" for key-man life insurance arrangements.
COMPENSATION OF DIRECTORS
In an effort to maintain its current independent directors and if it
decides to do so in the future attract additional qualified directors to
serve on the Board, Management and the Board of Directors decided on July 29,
2002 that beginning on September 1, 2002 and quarterly thereafter, all
independent directors would be paid $2,000 each per quarter as Director's
compensation.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
As a subsequent event, the Company is currently investigating the
circumstances relating to a certain previously undisclosed business
relationship by the President of its Usertech/Canterbury Corp. subsidiary,
which may be in potential conflict with his employment contract. The result
of this investigation may result in significant cancellation, modification,
acceleration and/or cash flow issues regarding the said President's future
contractual compensation. The results of this investigation will be
reported separately as appropriate.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A)(B) The following table sets forth as of February 19, 2003 certain
information with regard to the record and beneficial ownership of the
Company's common stock by (i) each shareholder, owner of record or beneficial
owner of 5% or more of the Company's common stock (ii) each Director
individually and (iii) all Officers and Directors of the Company as a group:
Amount and Nature of Beneficial Ownership
Shares Acquirable
Name of Shares Within 60 Days By % Owned of
Beneficial Owner Currently Owned Option Exercise(+) Company's Shares(*)
- -------------------------------------------------------------------------------
Stanton M. Pikus(2) 145,656 80,718 11.12%
Kevin J. McAndrew(1) 72,806 62,146 6.63%
Jean Zwerlein Pikus(1)(2) 44,497 36,147 3.96%
Alan Manin(1)(3) 29,152 12,431 2.04%
Stephen M. Vineberg(1) 15,519 11,002 1.30%
Paul L. Shapiro(1) 3,668 11,002 .72%
Frank A. Cappiello(1) 45,953 22,359 3.36%
--------- --------- ------
All Officers, Directors
and 5% Stockholders as
a group (7 in number) 357,251 235,805 29.13%
========= ========= ======
____________________________
(+) Stock Options are delineated in the Compensation Pursuant To Plan table
in Item 11.
(*) These percentages are calculated using total outstanding shares and
options exercisable.
(1) All of said individuals have given a Voting Agreement and First Right of
Refusal to Stanton M. Pikus, Board Chairman of the Company.
(2) Stanton M. Pikus and Jean Zwerlein Pikus are married to each other and,
therefore, are deemed to have beneficial ownership in each other's
shares. 10,288 shares of Canterbury common stock owned in the name of
Matthew Zane Pikus Trust are not included in their totals.
(3) 10,462 shares owned by Atlantis Family L.C. of which Mr. Manin is the
sole beneficiary, are included in his total.
CHANGE IN CONTROL
There has been no change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has secured key-person life insurance policies for its
Corporate Officers. The amount and beneficiary of the key-person life
insurance policies are as follows:
Corporate Officers Amount of Policy Beneficiary
- ------------------ ---------------- -----------
Kevin J. McAndrew $1,000,000 Company
Jean Z. Pikus $ 500,000 Company
The Company has secured key-person life insurance policies for the
Presidents of its subsidiaries. The amount and beneficiary of the key-person
life insurance policies are as follows:
Corporate Officers Amount of Policy Beneficiary
- ------------------ ---------------- -----------
Alan McGaffin $1,000,000 ATM/Canterbury Corp.
Glen Hukins $1,000,000 CALC/Canterbury Corp.
Gregory Lantz $1,000,000 MSI/Canterbury Corp.
Patricia Bednarik $1,000,000 USC/Canterbury Corp.
The Company is in the process of researching a key-person life insurance
policy on the President of DMI/Canterbury Corp.
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 $4,526,880
at November 30, 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
$395,000, $408,000 and $418,000 of interest income from these notes in Fiscal
2002, 2001 and 2000, respectively.
At November 30, 2002 and 2001, the total notes receivable plus accrued
interest for issuances of Company common stock to corporate officers,
corporate counsel and certain consultants totaled $3,641,000 and $4,002,000,
respectively. These non-recourse notes are collateralized by common stock of
the Company and are reported as a contra-equity account. Interest rates range
from 4% to 6.6%. Prior to July 17, 2002, $ 1,739,000 of these notes were
recourse notes.
On July 17, 2002 the Compensation Committee recommended, and the Board of
Directors approved a modification of the April 10, 2001 and the May 16, 2001
notes. The notes became non-recourse as to principal and interest as of
September 1, 2002 with the issued shares continuing to collateralize the
notes. All accrued interest on the notes as of September 1, 2002 has been
paid to the Company. Principal and interest must be paid by 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 for all of
Fiscal 2002 to the recipients. In the past, the Board has issued and/or
granted significant amounts of equity (in the form of stock options or stock
purchases) to these recipients on an annual basis. The Compensation Committee
did not wish any additional dilution of Company stock at the current low
prices. Also by reducing the term of the notes the Compensation Committee
believes that management would have a further inducement to accelerate their
efforts to increase shareholder value or risk the loss of their shares.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Consolidated Financial Statements filed here include: Balance Sheets at
November 30, 2002 and 2001 and Statements of Operations, Stockholders' Equity
and Cash Flows for the years ended November 30, 2002, 2001, and 2000. All
other schedules for which provision is made in Regulation S-K of the Commission
are not required under the related instruction or are not applicable and
therefore have been omitted.
Consolidated Financial Statements Page No.
--------------------------------- --------
Report of Independent Auditors F 1
Consolidated Balance Sheets - November 30, 2002 and 2001 F 3
Consolidated Statements of Operations - Years ended November 30,
2002, 2001 and 2000 F 5
Consolidated Statements of Stockholders' Equity - Years ended
November 30, 2002, 2001,and 2000 F 7
Consolidated Statements of Cash Flows - Years ended
November 30, 2002, 2000 and 2001 F 8
Notes to Consolidated Financial Statements F 10
Valuation and Qualifying F-24
Accounts F 24
Exhibits Sequential Page No.
-------- -------------------
Exhibit 99.1 - Certification by Kevin J. McAndrew pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
Exhibit 99.2 - Certification by Kevin J. McAndrew pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
23 - Subsidiaries of Registrant
3(a) Articles of Incorporation of Canterbury Press, Inc. *
3(b) By-Laws of the Registrant *
3(c) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Education Services, Inc. *
3(d) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Corporate Services, Inc. **
3(e) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Information Technology, Inc. ***
3(f) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Consulting Group, Inc. ****
4(g) Asset Purchase Agreement between Ceridian Corporation and the
Registrant *****
22 Annual Report and Proxy Statement for 2000 Annual Shareholders
Meeting ******
* Incorporated by reference from the like-numbered exhibit to Form S18
Registration Statement, SEC. File No. 33-6381 filed on July 18, 1986.
** Incorporated by reference from the like-numbered exhibit to Form
S-3/A Registration Statement, SEC. File No. 33-77066
filed on March 30, 1994.
*** Incorporated by reference from the Annual Report and Definitive
Proxy Materials for the 1999 Annual Shareholders Meeting for
fiscal year ended November 30, 1999 filed with the SEC on
October 7, 2000.
**** Incorporated by reference from the Definitive Proxy Materials for
the 2001 Special Meeting of Shareholders filed with the SEC on March 3,
2001.
***** Incorporated by reference from the 8-K filed with the SEC on
October 11, 2001.
****** Incorporated by reference from the Annual Report and Definitive Proxy
Materials for the 2000 Annual Shareholders Meeting for fiscal year
ended November 30, 2000 filed with the SEC on October 4, 2001.
Reports on Form 8-K filed during the last quarter of the period covered by
this report are as follows:
None
As a subsequent event, a Form 8-K was filed with the SEC on
January 24, 2003 - The Registrant declared a one for seven
reverse split of it s common stock.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Canterbury Consulting Group, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CANTERBURY CONSULTING GROUP, INC.
---------------------------------
Dated: 3/7/03 By /s/ Kevin J. McAndrew
------- ---------------------
Kevin J. McAndrew, President; Chief Executive Officer;
Treasurer
Dated: 3/7/03 By /s/ Kevin J. McAndrew
------- ---------------------
Kevin J. McAndrew, Chief Financial Officer
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, this report has been signed on behalf of Canterbury
Consulting Group, Inc. and in the capacities and on the dates indicated.
Dated: 3/7/03 By /s/ Stanton M. Pikus
------- --------------------
Stanton M. Pikus, Director; Chairman of the Board of
Directors
Dated: 3/7/03 By /s/ Kevin J. McAndrew
------- ---------------------
Kevin J. McAndrew, President, Chief Executive Officer;
Executive Vice President; Chief Financial Officer;
Director
Dated: 3/7/03 By /s/ Jean Zwerlein Pikus
------- -----------------------
Jean Zwerlein Pikus, Vice President - Operations;
Secretary; Director
Dated: 3/7/03 By /s/ Alan Manin
------- --------------
Alan Manin, Director
Dated: 3/7/03 By /s/ Stephen M. Vineberg
------- ---------------------
Stephen M. Vineberg, Director
Dated: 3/7/03 By /s/ Paul L. Shapiro
------- -------------------
Paul L. Shapiro, Director
Dated: 3/7/03 By /s/ Frank A. Cappiello
------- ---------------------
Frank A. Cappiello, Director
Report of Independent Auditors - 2002 and 2001
-----------------------------------------------
To the Board of Directors and Stockholders
Canterbury Consulting Group, Inc.
Medford, New Jersey
We have audited the accompanying consolidated balance sheets of Canterbury
Consulting Group, Inc. as of November 30, 2002 and 2001 and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Canterbury
Consulting Group, Inc. at November 30, 2002 and 2001, and the consolidated
results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information
set forth therein.
As discussed in Note 1 to the consolidated financial statements, effective
December 1, 2000, the Company changed its method of accounting for revenue
recognition in accordance with guidance provided in SEC Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements." Also, as
discussed in Note 1 to the consolidated financial statements, effective
December 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets."
Baratz & Associates, P.A.
Marlton, New Jersey
February 11, 2003
Report of Independent Auditors 2000
--------------------------------------------
The Board of Directors and Stockholders
Canterbury Consulting Group, Inc.
(Formerly Canterbury Information Technology, Inc.)
We have audited the consolidated balance sheet of Canterbury Consulting
Group, Inc. as of November 30, 2000 and the accompanying consolidated
statements of operations, stockholders' equity, and cash flows for the
year ended November 30, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position at November
30, 2000 of Canterbury Consulting Group, Inc. and the consolidated results
of its operations and its cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States.
Ernst & Young LLP
Philadelphia, Pennsylvania
February 23, 2001
CANTERBURY CONSULTING GROUP, INC.-FORM 10-K 2002
CONSOLIDATED BALANCE SHEETS
November 30, 2002 and 2001
ASSETS
- ------
2002 2001
---- ----
Current Assets:
Cash and cash equivalents $ 395,477 $ 664,850
Accounts receivable, net of allowance
for doubtful accounts of $383,000
and $452,000 2,850,934 5,728,970
Notes receivable - current portion 492,377 459,029
Prepaid expenses and other assets 321,826 239,470
Inventory, principally finished goods,
at cost 173,118 826,851
Deferred income tax benefit 272,660 149,011
----------- -----------
Total Current Assets 4,506,392 8,068,181
Property and equipment at cost, net of
accumulated depreciation of $1,349,000
and $2,038,000 885,302 1,315,942
Goodwill 3,608,381 4,162,604
Deferred income tax benefit 2,987,728 4,323,105
Notes receivable 6,474,266 6,966,743
Other assets 206,910 207,547
----------- -----------
Total Assets $18,668,979 $25,044,122
=========== ===========
Continued
See Accompanying Notes
F-3
CONSOLIDATED BALANCE SHEETS
November 30, 2002 and 2001
Continued
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
2002 2001
---- ----
Current Liabilities:
Accounts payable - trade $ 618,124 $ 1,776,326
Accrued expenses 821,298 1,014,302
Unearned revenue 892,249 1,943,240
Income taxes payable - 18,540
Current portion, long-term debt 882,880 873,439
----------- -----------
Total Current Liabilities 3,214,551 5,625,847
Long-term debt 1,209,625 2,145,183
Deferred income tax 2,036,203 2,947,131
----------- -----------
Total Liabilities 6,460,379 10,718,161
Commitments
Stockholders' Equity:
Common stock, $.001 par value,
50,000,000 shares authorized;
1,732,959 and 1,781,222 issued
and outstanding 1,733 1,781
Additional paid-in capital 23,782,498 24,243,423
Retained earnings (deficit) (7,934,823) (5,916,972)
Notes receivable for capital stock -
related parties (3,640,808) (4,002,271)
----------- -----------
Total Stockholders' Equity 12,208,600 14,325,961
----------- -----------
Total Liabilities and Stockholders'
Equity $18,668,979 $25,044,122
=========== ===========
See Accompanying Notes
F-4
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended November 30, 2002, 2001 and 2000
2002 2001 2000
---- ---- ----
Service revenue $16,459,836 $12,618,210 $12,587,921
Product revenue 14,489,585 16,425,632 17,146,668
----------- ----------- -----------
Total net revenue 30,949,421 29,043,842 29,734,589
Service costs and expenses 11,275,224 7,658,539 7,195,514
Product costs and expenses 12,571,259 12,892,888 14,633,006
----------- ----------- -----------
Total costs and expenses 23,846,483 20,551,427 21,828,520
Gross profit 7,102,938 8,492,415 7,906,069
Selling 2,629,314 2,939,810 2,377,340
General and administrative 6,199,008 6,236,047 4,486,552
Goodwill impairment 583,723 5,957,753 -
----------- ----------- -----------
Total operating expenses 9,412,045 15,133,610 6,863,892
Other income/(expenses)
Interest income 646,845 689,723 715,829
Interest expense (198,725) (186,348) (346,457)
Other 89,336 (251,538) 510,014
Investment impairment - (2,637,285) (165,000)
----------- ----------- -----------
Total other income/(expense) 537,456 (2,385,448) 714,386
(Loss) income before income
taxes and cumulative effect
of change in accounting
principle (1,771,651) (9,026,643) 1,756,563
Provision (benefit) for income
taxes 246,200 (2,079,876) 698,348
----------- ----------- -----------
(Loss) income before cumulative
effect of change in accounting
principle (2,017,851) (6,946,767) 1,058,215
Cumulative effect of change
in accounting principle - (213,088) -
----------- ----------- -----------
Net (loss) income $(2,017,851) $(7,159,855) $1,058,215
============ ============ ============
Continued
See Accompanying Notes
F-5
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended November 30, 2002, 2001 and 2000
Continued
2002 2001 2000
---- ---- ----
Net (loss) income per share
and common share equivalents
Net (loss) income $(2,0171,851) $(7,159,855) $1,058,215
Basic:
(Loss) income before
cumulative effect of
change in accounting
principle $(1.16) $(4.13) $.74
Cumulative effect of
change in accounting
principle - (.12) -
------ ------ ----
Net (loss) income $(1.16) $(4.25) $.74
====== ====== ====
Diluted:
(Loss) income before
cumulative effect of
change in accounting
principle $(1.16) $(4.13) $.67
Cumulative effect of
change in accounting
principle - (.12) -
------ ------ -----
Net (loss) income $(1.16) $(4.25) $.67
====== ====== ====
Weighted average number of
common shares - basic 1,742,500 1,682,800 1,432,500
========== ========= =========
Weighted average number of
common shares -diluted 1,742,500 1,682,800 1,575,500
========== ========== =========
See Accompanying Notes
F-6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
Years Ended November 30, 2002, 2001 and 2000
Accumulated Notes Total
Common Common Additional Retained Other Receivable stock-
Stock Stock Paid-in- Earnings Treasury Comprehensive for Capital holders'
Shares Amount Capital (Deficit) Stock Income/(Loss) Stock Equity
Balance, ------ ------ ------- ------- ----- ------ ----- ------
November 30, 1999 1,358,306 $1,358 $19,954,998 $184,668 $(407,300) $(472,215) $(388,696) $18,872,813
Net income 1,058,215 1,058,215
Unrealized gain on available
for sale securities 1,251,459 1,251,459
Total comprehensive ----------
income 2,309,674
401(k) Company match 2,307 2 59,496 59,498
Additional issuance of
common stock for
acquisitions 58,775 59 899,503 899,562
Issuance of common shares
to employees, directors
and consultants for notes 114,286 114 1,551,886 (1,552,000) -
Contributed common shares (7,143) (7) 7 -
Notes receivable for
capital stock (61,446) (61,446)
Balance, ---------- ------- ----------- ---------- --------- ---------- ----------- -----------
November 30, 2000 1,526,531 1,526 22,456,890 1,242,883 (407,300) 779,244 (2,002,142) 22,080,101
Net loss (7,159,855) ( 7,159,855)
Unrealized loss on available
for sale securities (779,244) (779,244)
Total comprehensive
loss (7,939,099)
401(k) Company match 5,808 6 83,357 (83,363
Issuance of common shares
to employees, directors
and consultants for
notes 253,928 254 2,101,471 (2,101,725) -
Retirement of treasury
shares (5,045) (5) (407,295) 407,300 -
Reserve for interest on
notes receivable for
capital stock 101,596 101,596
Balance, ---------- ------- ----------- ----------- -------- ---------- ----------- -----------
November 30, 2001 1,781,222 $1,781 $24,243,423 (5,916,972) $ - $ - $(4,002,271) $14,325,961
========== ======= =========== =========== ======== ========== =========== ===========
Net loss (2,017,851) (2,017,851)
401(k) Company match 16,755 17 82,082 82,099
Retirement of
promissory notes (36,430) (37) (364,913) 364,950 -
Purchase and retirement
of treasury shares (35,285) (35) (250,288) (250,323)
Additional issuance of
common stock for
capital 6,697 7 14,993 15,000
Issuance of stock
options to consultants 57,201 57,207
Notes receivable for
capital stock (3,487) (3,487)
Balance, ---------- ------- ----------- ----------- -------- ---------- ----------- -----------
November 30, 2002 1,732,959 $1,733 $23,782,498 $(7,934,823) $ - $ - $(3,640,808) $12,208,600
========== ======= =========== =========== ======== ========== =========-- ===========
F-7
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended November 30, 2002, 2001 and 2000
2002 2001 2000
Operating activities: ---- ---- ----
Net (loss) income $(2,017,851) $(7,159,855) $1,058,215
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 485,924 969,959 1,036,748
Provision for losses on accounts
receivable 130,887 433,214 75,409
Goodwill impairment 583,723 5,957,753 -
Investment impairment - 2,562,284 -
Deferred income taxes 323,000 (2,162,905) 588,000
Loss on sale of land and vehicles - 326,176 -
401(k) contributions issued in stock 82,099 83,363 59,498
Receipt of stock for services - (793,240) (1,108,250)
Other assets 637 288,337 140,642
Changes in operating assets, net
of acquisitions
Accounts receivable 2,640,644 1,221,448 (2,053,971)
Inventory 653,733 (624,820) (3,268)
Prepaid expenses and other assets (75,725) 495,255 152,965
Income taxes (18,540) (111,293) 129,833
Accounts payable (1,158,202) (501,120) 1,015,021
Accrued expenses (193,004) (73,142) 35,572
Unearned revenue (1,050,991) 1,029,565 (251,035)
---------- ---------- ----------
Net cash provided by operating activities 386,334 1,940,979 875,379
---------- ---------- ----------
Investing activities:
Proceeds from sale of land - 399,734 -
Cash paid for acquisition - (2,350,334) -
Capital expenditures, net (55,284) (75,920) (110,969)
Proceeds from payments on notes
receivable 459,129 405,064 363,805
Other (29,500) - -
--------- ---------- ---------
Net cash provided by/(used in)
investing activities 374,345 (1,621,456) 252,836
---------- ---------- ----------
Financing activities:
Purchase of treasury shares (250,323) - -
Proceeds from issuance of common
stock 15,000 - -
Proceeds from revolving line of credit 300,000 1,500,000 -
Proceeds from long term debt - 1,500,000 -
Proceeds from payments on notes
receivable for capital stock -
related parties 48,724 - -
Principal payments on long term debt (1,143,453) (3,540,152) (1,253,170)
Deferred finance costs - - (50,000)
---------- ---------- ----------
Net cash used in refinancing activities (1,030,052) (540,152) (1,303,170)
---------- ---------- ----------
Net decrease in cash (269,373) (220,629) (174,955)
Cash, beginning of year 664,850 885,479 1,060,434
--------- ---------- ----------
Cash, end of year $ 395,477 $ 664,850 $ 885,479
========== ========== ==========
Continued, See Accompanying Notes
F-7
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended November 30, 2002, 2001 and 2000 (Continued)
Supplemental schedule of noncash investing and financing activities:
In September 2002 the Company offset $106,505 of uncollected, guaranteed
accounts receivable against the first $400,000 note payment to the seller
of Usertech/Canterbury.
In July 2002 the Company issued 16,755 shares of restricted common stock
to its defined contribution plan to fulfill its matching contribution
requirement at fair market value.
Also in July 2002 10,715 shares of restricted stock tied to the stock
issued in February and April 2001 were cancelled and then added to the
authorized but unissued stock total.
In December, 2001 25,715 shares of restricted stock tied to the stock
issued in February and April 2001 were cancelled and then added to the
authorized but unissued stock total.
In November, 2001 the Company issued 7,143 shares of restricted common
stock to a consultant of the Company for a note receivable at fair market
value.
In September 2001, the Company issued a $1,200,000 note payable to the
seller as part of the purchase price of Usertech as described in Note 2.
In September 2001, in conjunction with the purchase of 100% of the stock
of Usertech, the Company purchased computer equipment from the seller
valued at $364,000 through issuance of a note payable.
In July, 2001 the Company cancelled 3,314 shares of restricted common
stock and then added that amount to the authorized but unissued shares
total at fair market value.
In May, 2001 the Company received 421,684 shares of common stock
from an affiliated third party valued at a fair market value of $793,240
for services provided.
In May, 2001 the Company issued 107,143 shares of restricted common stock
to Officers, Directors and consultants of the Company for notes receivable
at fair market value.
In May, 2001 the Company converted a $200,000 miscellaneous receivable
from a related party into a six-year term note with interest accruing at 4.8%
on the unpaid balance.
In April, 2001 the Company issued 97,858 shares of restricted common stock
to Officers, Directors and consultants of the Company for notes receivable at
fair market value.
In February, 2001 the Company issued 41,786 shares of restricted common
stock to Officers, Directors and consultants of the Company for notes receivable
at fair market value.
During February and March 2001 the Company issued 36 and 5,774 shares of
restricted common stock, respectively, to its defined contribution plan to
fulfill its matching contribution requirement at fair market value.
In August, 2000 the Company issued 31,632 shares of its common stock for
the purchase of certain assets of DataMosaic International, Inc at fair market
value.
In July, 2000 the Company issued 114,286 shares of restricted common stock
to Officers, Directors and consultants of the Company for notes receivable at
fair market value.
In March, 2000 the Company issued 2,858 shares of restricted common stock as
an adjustment to the purchase price of certain assets of U.S. Communications,
Inc. purchase at fair market value.
During March, 2000 the Company issued 2,307 shares of restricted common
stock to its defined contribution plan to fulfill its matching contribution
requirement at fair market value.
During 2000, the unrealized gain on investments increased by $1,251,000.
During 2000, the Company received 660,000 shares of restricted
common stock from an affiliated third party valued at a market value of
$1,257,750 for services provided at fair market value.
The income taxes paid for Fiscal 2002, 2001, and 2000 were as follows:
$76,600, $194,300, and $35,700, respectively.
Interest paid during Fiscal 2002, 2001, and 2000 were as follows:
$198,725, $186,348, and $346,457 respectively.
F-8
1. Operations and Summary of Significant Accounting Policies
Description of Business
- -----------------------
Canterbury Consulting Group, Inc., formerly Canterbury Information
Technology, Inc., (hereinafter referred to as "the Registrant" or "the
Company") is engaged in the business of providing information technology
products, services and training to both commercial and government clients.
Canterbury is comprised of six operating subsidiaries with offices located
in New Jersey, New York, Connecticut, Maryland, Ohio, and Texas. The focus
of the Canterbury companies is to become an integral part of our clients IT
solution, designing and applying the best products, services and training to
help them achieve a competitive advantage by helping their employees to
succeed. Our subsidiaries offer the following technology and training
solutions:
* distance learning solutions * hardware sales and support
* customized learning solutions * software development
for ERP and CRM * web development
* systems engineering and * technical and desktop applications
consulting training
* IT contractors and permanent * records and asset management systems
staffing * industry specific portals
* management training programs * help desk and service center support
For information about the Company's revenues, profit or loss, and
assets by segment, see Note 3 of the Notes to Consolidated Financial
Statements starting on page F-14.
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, 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) 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.
As of December 1, 2001, the Company adopted SFAS 142, "Goodwill and
Other Intangible Assets," which addresses the financial accounting and
reporting standards for goodwill subsequent to its acquisition. This
standard requires that goodwill no longer be amortized, and instead, be
tested for impairment on a periodic basis (see Note 6).
Statement of Cash Flows
- -----------------------
For purposes of the Statement of Cash Flows, cash refers solely to
demand deposits with banks and cash on hand.
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 November 30, 2002 and 2001. 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 fixture 5 to 7 years
Capitalized Software
- --------------------
Costs related to internally-developed software and software purchased
for internal use, which are required to be capitalized pursuant to Statement
of Position (SOP) No. 98-1, "Accounting for Costs of Computer Software
Developed or Obtained for Internal Use," are included in property, plant and
equipment under machinery and equipment.
Long-lived Assets (Other than Goodwill)
- ---------------------------------------
The company reviews its long-lived assets (other than goodwill) for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. We assess the
recoverability of long-lived assets (other than goodwill) by comparing the
estimated undiscounted cashflows associated with the related asset or group
of assets against their respective carrying amounts. The amount of an
impairment, if any, is calculated based on the excess of the carrying amount
over the fair value of those assets.
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.
Net (Loss) Income Per Share
- ---------------------------
Basic net (loss) income per share is computed using the weighted average
number of shares outstanding during the period. Diluted net (loss) income per
share is computed using the weighted average number of shares and dilutive
equivalent shares outstanding during the period. Dilutive equivalent shares
consist of stock options. US GAAP requires all anti-dilutive securities,
including stock options, to be excluded from the diluted per share
computation. For fiscal 2002 and 2001, due to our net losses, all of our
outstanding options (see Note 11) were excluded from the diluted loss per
share calculation because their inclusion would have been anti-dilutive. If
we earned a profit during fiscal 2002, we would have added 10,000 equivalent
shares to our basic weighted average shares outstanding to compute the
diluted weighted average shares outstanding.
Reverse Stock Split
- --------------------
As a subsequent event, on January 24, 2003, the Company's Board of
Directors approved a one-for-seven reverse stock split of the Company's common
shares. All share and per share information contained in these financial
statements gives retroactive effect to the 1-for 7 reverse stock split.
Concentration of Risk
- ----------------------
As previously discussed, the Company is in the business of providing
management and information technology services. These services are provided
to a large number of customers in various industries in the United States.
The Company's trade accounts receivable are exposed to credit risk, but the
risk is limited due to the diversity of the customer base and the customers
wide geographic dispersion. The Company performs ongoing credit evaluations
of its customers' financial condition. The Company maintains reserves for
potential bad debt losses and such bad debt losses have been within the
Company's expectations.
The Company maintains cash balances at a creditworthy bank located in
the United States. Accounts at the institution are insured by the Federal
Deposit Insurance Corporation up to $100,000. The Company does not believe
that it has significant credit risk related to its cash balance.
For the year ended November 30, 2002, one customer accounted for 13% of
revenues in the training and consulting segment and another accounted for 10%
of this segment's revenues. Neither customer accounted for more than 10% of
consolidated revenues.
For the year ended November 30, 2002, 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 45% of this segment's revenue
and 21% of consolidated revenue. If this contract were not replaced or
extended in September 2003, there would be no vehicle in place for
USC/Canterbury to sell into the City. A second group of customers, from a
county in Virginia, accounted for 38% of revenues in the reseller segment and
18% of consolidated revenues. This group of over 80 customers purchased
equipment from USC/Canterbury under the City of Baltimore contract as well.
Approximately 70% of this revenue could be purchased under the Virginia state
contract if the Baltimore contract is not renewed in September 2003. Also in
this segment one vendor represented 49% of the product cost in this segment and
26% of consolidated costs. Another major vendor represented 24% and 13% of
segment and consolidated costs and expenses, respectively.
Five of the six operating subsidiaries are headquartered in the Mid
Atlantic and Northeast region of the country. As such, the majority of
revenues for Fiscal 2002 were generated in these two geographic regions.
During Fiscal 2001, the Company had one customer who accounted for 32%
of the revenue in the Value Added Hardware Reseller segment, and 18% of
consolidated revenues for the year. Also during 2001, the Company had
one vendor who accounted for approximately 64% of product purchases in the
Value Added Hardware Reseller segment.
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.
Comprehensive (Loss) Income
- ---------------------------
For the years ended November 30, 2002, 2001 and 2000, net comprehensive
(loss) income amounted to ($2,017,851) ($7,939,099) and $2,309,674,
respectively. Comprehensive income consists of net income/(loss) and net
unrealized gains and losses on securities available for sale, and is adjusted
quarterly to reflect current market value of these securities.
Stock Based Compensation
- ------------------------
The Company accounts for stock options under Accounting Principles
Board (APB) Opinion No. 25- Accounting for Stock Issued to Employees. The
Company discloses the pro forma net income and earnings per share effect as
if the Company had used the fair value method prescribed under SFAS No.123-
Accounting for Stock Based Compensation (see Note 11).
2. Acquisitions
- ----------------
SFAS 141 "Business Combinations," eliminated the pooling of interests
method of accounting for all business combinations initiated after July 1,
2001 and addresses the initial recognition and measurement of goodwill and
other intangible assets acquired in a business combination.
The Company completed the acquisition of User Technology Services, Inc.
("Usertech") with an effective date of September 1, 2001. The purchase of
100% of the outstanding shares of Usertech common stock was accounted for
using the purchase method of accounting. The Company paid $2,350,000 in
cash; $116,000 for direct cost of acquisition; $1,200,000 in notes payable
over three years, plus the assumption of $851,000 in liabilities. The
Company recorded goodwill of approximately $1,316,000 related to this
acquisition.
The allocation of the purchase price is as follows:
Accounts receivable $2,550
Other current assets 129
Fixed assets, net 494
Deferred tax asset 28
Goodwill 1,316
-----
Total $4,517
======
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. Prior to the
adoption of SFAS 142 for fiscal 2002, the Company accounted for goodwill and
any related amortization expense or impairment charges at the corporate level.
For fiscal 2002, goodwill has been assigned to reporting units for purposes of
impairment testing and segment reporting as required by SFAS 142. Summarized
financial information for each segment is as follows:
Training Value Added
and Hardware Technical Software
2002 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- --------- ----------- --------- -----
Revenues $15,543,062 $14,317,134 $916,774 $172,451 $ - $30,949,421
(Loss) income
before taxes (1,243,897) 752,165 (64,877) (24,612) (1,190,430) (1,771,651)
Assets 6,020,944 1,236,699 147,378 64,770 11,199,188 18,668,979
Interest income 469 - - 2,049 644,327 646,845
Interest expense 97,611 2,849 - 3,789 94,476 198,725
Depreciation and
amortization 415,561 19,993 9,608 22,799 17,963 485,924
Training Value Added
and Hardware Technical Software
2001 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- --------- ----------- --------- -----
Revenues $11,143,355 $16,207,436 $1,474,855 $218,196 $ - $29,043,842
(Loss) income
before taxes 72,513 2,009,880 (258,438) (9,209) (10,841,389) (9,026,643)
Assets 5,008,116 2,720,190 231,276 101,028 16,983,512 25,044,122
Interest income - 7,244 - - 682,479 689,723
Interest expense 37,188 691 1,113 2,078 145,278 186,348
Depreciation and
amortization 388,944 67,535 22,167 19,949 471,364 969,959
Training Value Added
and Hardware Technical Software
2000 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- --------- ----------- --------- -----
Revenues $11,635,568 $16,911,400 $ 952,353 $235,268 $ - $29,734,589
Income (loss)
before taxes 1,589,818 1,078,438 53,291 (17,342) (947,642) 1,756,563
Assets 9,391,462 4,336,849 1,280,657 393,073 15,782,371 31,184,412
Interest income - - - - 715,829 715,829
Interest expense 45,252 14,651 - - 286,554 346,457
Depreciation and
amortization 487,654 39,661 27,276 22,310 459,847 1,036,748
4. Notes Receivable
- --------------------
The Company holds a note receivable with a remaining balance in the
amount of $2,439,762 at November 30, 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 $4,526,880 at November 30, 2002. These
notes have interest terms that average 8.5% 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 company has received all scheduled monthly installments for notes
receivable outstanding as of November 30, 2002 and 2001.
5. Property and Equipment
- --------------------------
Property and equipment, which is recorded at cost, consists of the
following:
2002 2001
---- ----
Machinery and equipment $1,630,274 $2,618,490
Furniture and fixtures 454,407 566,576
Leased property under capital leases
and leasehold improvements 149,345 169,131
---------- -----------
2,234,026 3,354,197
Less: Accumulated depreciation (1,348,724) (2,038,255)
---------- -----------
Net property and equipment $ 885,302 $ 1,315,942
========== ===========
Accumulated depreciation of leased property under capital leases totaled
$126,000 in 2002. Depreciation expense for 2002, 2001, and 2000 was
$486,000, $471,000 and $565,000, respectively.
During Fiscal 2002, the Company retired approximately $1,157,000 worth
of fully depreciated fixed assets. During 2001, the Company sold non-
operating land and a building with a carrying value of $725,910. The net
proceeds from the sale were $399,734. The loss on the sale totaling
$326,176 was recorded in other expenses on the income statement for Fiscal
2001.
6. Goodwill
- ------------
As of December 1, 2001, the Company adopted SFAS 142, "Goodwill and
Other Intangible Assets," which addresses the financial accounting and
reporting standards for goodwill subsequent to its acquisition. This
standard requires that goodwill no longer be amortized, and instead, be
tested for impairment on a periodic basis. We completed our annual goodwill
impairment tests as of November 30, 2002.
The Company recorded $584,000 of goodwill impairment charges related to
MSI/Canterbury (Training and Consulting Segment) at November 30, 2002.
The continuing economic downturn has caused a significant reduction in
MSI/Canterbury revenues and operating income over the past three years.
This fair value of MSI/Canterbury was estimated based upon our future
earnings expectations for this business as of November 30, 2002. The
Company believes that the adjusted carrying value of goodwill associated
with MSI/Canterbury more accurately reflects the current fair value of the
business. No other goodwill impairment was found at November 30, 2002.
Prior to the adoption of SFAS 142 for fiscal 2002, goodwill was
amortized over periods ranging from twenty to twenty-five years using the
straight-line method. In addition, goodwill was tested for impairment when
events or changes in circumstances indicated that its carrying amount may
not be recoverable. During Fiscal 2001 the Company recorded $5,958,000 of
goodwill impairment charges. $500,000 of this charge was reflected in the
second quarter of the year and the balance was recorded in the fourth
quarter. DMI/Canterbury goodwill was written down to $0
(total charge of $843,000) due to the uncertainty in the technical staffing
marketplace caused by the dot com bust and the softening of spending in this
business segment. The net goodwill related to the 1994 acquisition of
CALC/Canterbury (Training and Consulting Segment) totaling $4,397,000 was
also written off. The lingering current effects of September 11, as well as
the uncertainty of future business growth due to the change in business
climate surrounding New York City are the major reasons for this impairment
charge. Finally, the net goodwill of $718,000 resulting from the 1997
acquisition of ATM/Canterbury (Software Development Segment) was also
written off. Recent operating results may be indicative that the book value
of the goodwill may not be recoverable. Management believes that these
impairment charges reflect the net carrying value of goodwill on the
November 30, 2001 Balance Sheet under a conservative valuation approach due
to the current operating losses and uncertain business environment of
CALC/Canterbury, DMI/Canterbury and ATM/Canterbury. Prior to the adoption of
SFAS 142 for fiscal 2002, the Company accounted for goodwill and any related
amortization expense or impairment charges at the corporate level. For fiscal
2002, goodwill has been assigned to reporting units for purposes of impairment
testing and segment reporting as required by SFAS 142.
A reconciliation of previously reported net (loss) income and the per
share amounts, to the amounts adjusted for the exclusion of goodwill
amortization, net of the related income tax effect, follows:
For the Year Ended November 30,
2002 2001 2000
---- ---- ----
Reported net (loss) income $(2,017,851) $(7,159,855) $1,058,215
Add back: goodwill
amortization, net of tax
effect - 357,207 329,696
----------- ---------- ----------
Adjusted net (loss) income $(2,017,851) $(6,802,648) $1,387,911
=========== ========== ==========
Basic (loss) income per share:
Reported net (loss) income $(1.16) $(4.25) $ .74
Goodwill amortization - .21 .23
----------- ---------- ----------
Adjusted net (loss) income $(1.16) $(4.04) $ .97
=========== ========== ==========
Diluted (loss) income per share:
Reported net (loss) income $(1.16) $(4.25) $ .67
Goodwill amortization - .21 .21
----------- ---------- ----------
Adjusted net (loss) income $(1.16) $(4.04) $ .88
=========== ========== ===========
The changes in the carrying amount of goodwill for the year ended
November 30, 2002, by reportable segment, are as follows:
Training Value Added
and Hardware Technical Software
2002 Consulting Reseller Staffing Development Corporate Total
- ---- ---------- -------- --------- ----------- --------- -----
Balance as of
December 1, 2001 $ - $ - $ - $ - $4,162,604 $4,162,604
Reassigned per
SFAS 142 3,803,852 358,752 - - (4,162,604) -
Goodwill acquired
during year 29,500 - - - - 29,500
Impairment losses (583,723) - - - - (583,723)
---------- ----------- --------- ----------- ---------- ----------
Balance as of
November 30, 2002 $3,249,629 $ 358,752 $ - $ - $ - $3,608,381
========== =========== ========= =========== ========== ==========
7. Income Taxes
- ----------------
The provision/(benefit) for income taxes for the years ended November 30,
2002, 2001, and 2000 is as follows:
2002 2001 2000
---- ---- ----
Current:
Federal $ (41,000) $ - $ 26,000
State (36,000) 83,000 84,000
----------- --------- --------
(77,000) 83,000 110,000
Deferred:
Federal (269,000) (2,099,000) 443,000
State (50,000) (64,000) 145,000
------------ ---------- --------
(319,000) (2,163,000) 588,000
----------- ---------- --------
Beginning balance adjustment
valuation allowance 642,000 - -
----------- ---------- --------
Total deferred
provision/(benefit) 323,000 (2,163,000) 588,000
----------- ---------- --------
Income tax provision/(benefit) $ 246,000 $(2,080,000) $698,000
=========== ========== ========
Deferred income tax expense for the year ended November 30, 2002 includes
a $642,000 adjustment to increase the beginning-of-the-year balance of the
valuation allowance. This adjustment became necessary due to softness in
customer demand during the second half of 2002, that resulted in the Company
falling short of budgeted 2002 revenues and earnings.
The reconciliation of the expected provision/(benefit) at the U.S.
Federal statutory tax rate to the actual provision (benefit) recorded for
the years ended November 30, 2002, 2001 and 2000 is as follows:
2002 2001 2000
---- ---- ----
Expected tax (benefit) at
statutory rates $ (602,000) $(3,069,000) $597,000
Effect of state taxes, net (74,000) (566,000) 151,000
Permanent differences - 788,000 10,000
Valuation allowances 922,000 767,000 (60,000)
----------- ----------- --------
Total $ 246,000 $(2,080,000) $698,000
========== =========== ========
Significant components of the Company's tax assets and liabilities as
of November 30, 2002 and 2001 are as follows:
November 30,
2002 2001
Deferred tax assets: ---- ----
Allowance for doubtful accounts $ 154,000 $ 108,000
Expenses deferred for tax reporting purposes 185,000 99,000
Deferred tax depreciation 74,000 256,000
Deferred tax amortization of goodwill 1,021,000 2,134,000
Loss carryovers 3,709,000 2,835,000
---------- ----------
Deferred tax assets before valuation allowance 5,143,000 5,432,000
Valuation allowance (1,883,000) (960,000)
---------- ----------
Deferred tax assets(net of valuation
allowance) $3,260,000 $4,472,000
========== ==========
November 30,
2002 2001
Deferred tax liabilities: ---- ----
Gain recognized in financial statements
deferred for income tax purposes $1,935,000 $2,084,000
Tax amortization in excess of book amortization 101,000 735,000
Other - 128,000
---------- ----------
Total deferred tax liabilities $2,036,000 $2,947,000
========== ==========
At November 30, 2002, the Company had loss carryforwards of $7,840,000 for
federal income tax reporting purposes and $10,450,000 for state income tax
reporting purposes. Future expiration dates of federal loss carryforwards are
as follows: $2,454,000 in 2007, $3,182,000 in 2012, $334,000 in 2021 and
$1,870,000 in 2022. State loss carryforwards expire between 2007 and 2009.
8. Long-Term Debt
- ------------------
November 30,
2002 2001
Long-term obligations consist of: ---- ----
Term loan $1,025,000 $1,325,000
Revolving credit line - 100,000
Note payable for acquisition 800,000 1,169,656
Capital lease obligations 23,841 81,743
Notes payable - equipment 243,664 342,223
---------- -----------
2,092,505 3,018,622
Less: Current maturities (882,880) (873,439)
---------- -----------
$1,209,625 $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, from the proceeds of a $1,500,000 five-
year term loan from Commerce. As of November 30, 2002, $475,000 of this loan
has been repaid.
If the recent trend of significant monthly losses continues through the
first quarter of Fiscal 2003, the Company may then be in breach of its minimum
tangible net worth covenant with the Bank as of February 28, 2003. If this is
the case, the Company will request a waiver of default from the Bank before the
10-Q for the first quarter is filed.
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 revolver debt is $2,500,000, subject to receivable and inventory
levels. As of November 30, 2002 the total available line is $1,289,000.
During May, 2002 the Bank 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 had
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 September 28, 2002 the
Company notified the seller and put back $136,850 against the note payment.
The Company originally had until March 26, 2002 to put the uncollected
accounts receivable back to the seller, but both parties mutually agreed to
extend the deadline to September, 2002. On September 30, 2002 the Company
paid the seller a total of $342,360, which included accrued interest of
$79,210, less the put back of $136,850.
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 November 30, 2002, the note payable had an
outstanding balance of $204,359.
Aggregate fiscal maturities on long-term debt, exclusive of obligations
under capital leases, are approximately $859,000 in 2003; $773,000 in 2004;
$307,000 in 2005; and $130,000 in 2006.
The carrying value of the long-term debt approximates its fair value.
Capital lease obligations are for certain equipment leases which expire
through fiscal year 2003. Future required payments under capitalized leases
together with the present value, calculated at the respective leases' implicit
interest rate of approximately 10.5% to 14.3% at their inception is as follows
at November 30, 2002:
Total minimum lease payments through November 30, 2003 $ 24,814
Less amount representing interest (973)
---------
Present value of long-term obligations under capital leases $ 23,841
=========
9. Commitments
- ---------------
The Company leases office space for training center locations and
administration purposes under various noncancelable operating leases at
eleven different locations. All of the leases have options to renew.
Future minimum rental payments under the leases are: $1,293,000 in 2003;
$1,247,000 in 2004; $1,142,000 in 2005; $827,000 in 2006; $527,000 in 2007;
and $132,000 in 2008. Rent expense for the years ended November 30, 2002,
2001 and 2000 was $1,449,000, $1,303,000, and $1,276,000, respectively.
The Company leases equipment for training and administrative purposes
under various non-cancelable operating leases. Future minimum rental
payments under lease are: $165,000 in 2003; $44,000 in 2004; $9,000 in 2005
and $1,000 in 2006.
The Company executed new employment agreements dated June 1, 2001 between
the Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton M.
Pikus, reflecting their new employment arrangements. Each employment
agreement is for a period of five years. Each sets forth various services
to be performed. Each employee shall receive an annual salary of $245,000
with annual cost of living increases tied to a nationally recognized index,
as set forth by the Board of Directors from time to time. These employment
agreements supercede and replace the current employment agreements,
including the cancellation of bonus opportunities which were to be payable
through December 1, 2003. These agreements also include a non-competition
prohibition for a period of three years after employment has been
terminated.
On December 1, 2001 the Company executed a five-year employment agreement
between the Company and Ms. Jean Pikus. Ms. Pikus shall receive an annual
salary of $150,000 with annual cost of living increases tied to a nationally
recognized index, as set forth by the Board of Directors from time to time.
The agreement also includes a non-competition prohibition for a period of
three years after employment has been terminated.
As a subsequent event, on March 1, 2003 Canterbury's corporate management
team, inclusive of the Chairman, President and Vice President, has
voluntarily reduced their present salaries by 8%. This is in line with a
recently instituted 8% salary reduction at one of the Company's largest
subsidiaries.
10. Defined Contribution Plan
-------------------------
In 1993, the Company established a 401(k) Plan for its participating
employees to supplement their retirement income. Participation in the plan is
open to all employees who have completed one year of service (twelve
consecutive months). One thousand hours of service is required during the
first year of service. By payroll deduction, employees can contribute to the
Plan from 1% to 15% of their total gross compensation. The Company matches
50% of the first 8% of employee salary deferrals. This match is made in
restricted Company common stock based upon the value of the stock each
December 31st. The employer match is completely discretionary and can be
changed by the employer in subsequent years to be higher or lower. The value
of the employee match expensed in 2002, 2001, and 2000 was: $82,099, $83,363,
and $59,498, respectively.
11. Stock Options and Awards
- ----------------------------
The Company has one stock option plan, the 1995 Non-Qualified Stock
Option Plan, covering 369,048 shares of common stock ("1995 Plan"). As of
November 30, 2002, the Company had issued 279,607 shares under the 1995 Plan.
In addition, the Company granted 23,000 stock options outside the plan during
the year ended November 30, 2002. There were 89,441 shares remaining for
issuance in connection ith future stock options that may be granted. Options
granted inside the plan are exercisable immediately and are issued at market
price.
A summary of Canterbury's stock option activity and related information
for the years ended November 30 is as follows:
2002 2001 2000
---- ---- ----
Number of shares under stock options:
Outstanding at beginning of year 306,833 311,265 212,675
Granted 23,000 86,786 106,893
Exercised - - -
Canceled (27,226) (91,218) (8,303)
Outstanding and exercisable at end
of year 302,607 306,833 311,265
Weighted average exercise price:
Granted $6.32 $7.77 $22.40
Exercised $ - $ - $ -
Canceled $17.43 $25.06 $62.09
Outstanding and exercisable at end
of year $10.21 $13.72 $15.89
Information with respect to stock options outstanding and exercisable at
November 30, 2002, is as follows:
Options Outstanding and Exercisable
Range of Number Outstanding Weighted Average Weighted Average
Exercise Price at 11/30/02 Remaining Life in Years Exercise Price
- -------------- ------------------ ------------------------ ----------------
$3.72 - $9.63 161,445 2.5 $5.43
$10.50 - $27.93 141,162 2.5 $15.68
FASB Statement No. 123 requires pro forma disclosure under the fair
value method of net income and income per share when stock options are
granted to employees and directors. An expense charge to earnings is
required under the fair value method when stock options are granted to
independent contractors. The fair value for options was estimated at the
date of grant using the Black-Scholes option pricing model. The Black-
Scholes option valuation model was developed for use in estimating the fair
value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of
highly subjective assumptions, including the expected stock price volatility.
Because Canterbury's stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its stock options. The fair
weighted average value of options granted in each year and assumptions used
in estimating fair value under the Black-Scholes model are as follows:
2002 2001 2000
---- ---- ----
Estimated fair value of options granted $79,432 $372,590 $ 1,094,385
======= ========= ===========
Principal assumptions in applying the
Black-Scholes valuation model:
Expected life, in years 2.50 2.50 2.50
Risk-free interest rate 3.30% 3.55% 5.80%
Expected volatility .99 1.19 .693
Expected dividend yield 0.00% 0.00% 0.00%
For purposes of pro forma disclosures, the estimated fair value of options
granted to employees and directors is amortized to expense over the options'
vesting period. Had compensation cost been determined based upon the fair
value of stock options at grant date consistent with FASB Statement No. 123,
Canterbury's net income and income per share would have been reduced to the
pro forma amounts indicated below:
2002 2001 2000
---- ---- ----
Pro forma net (loss) income n/a $(7,383,409) $401,584
Pro forma (loss) income per share
basic and diluted n/a $(.63) $.04
There were no stock options granted to employees or directors during
the year ended November 30, 2002. Therefore, no pro forma adjustment to
earnings is reported for the year. The Company granted 23,000 stock options
to independent contractors during the year ended November 30, 2002. This
resulted in a $57,201 charge to general and administrative expense for the
year ended November 30, 2002 based upon the Black Scholes estimated fair
value of these grants that vested through year end.
12. Stockholders' Equity
--------------------
In January 2002 the Company sold 6,697 shares of restricted common stock
in a private placement to a non-affiliate. Total net proceeds were $15,000.
During April and May 2002, the Company purchased 35,285 shares of its
outstanding common stock for $250,323 and subsequently retired the purchased
shares.
13. Related Party Transactions
--------------------------
During 2000, the Company performed consulting and web development services
for a start-up, public company in which certain officers are members of the
Board of Directors and 18% shareholders. The value of the services provided
during the year totaled $1,108,250. These services were paid for with stock
of the public company client. As of November 30, 2000 the Company owned
1,013,617 shares of this organization. During 2001, the Company received an
additional 233,962 shares in satisfaction of a $372,000 receivable at
November 30, 2000 and an additional 187,722 shares for services provided in
Fiscal 2001 valued at $421,240. A $2,562,000 impairment charge attributable
to the Company's investment in this stock is discussed in Note 15.
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 $4,526,880 at November 30, 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 $395,000, $408,000 and $418,000 of interest income from these
notes in Fiscal 2002, 2001 and 2000, respectively.
At November 30, 2002 and 2001, the total notes receivable plus accrued
interest for issuances of Company common stock to corporate officers,
corporate counsel and certain consultants totaled $3,641,000 and $4,002,000,
respectively. These non-recourse notes are collateralized by common stock of
the Company and are reported as a contra-equity account. Interest rates
range from 4% to 6.6%. Prior to July 17, 2002, $1,739,000 of these notes
were recourse notes.
On July 17, 2002 the Compensation Committee recommended, and the Board of
Directors approved a modification of the April 10, 2001 and the May 16, 2001
notes. The notes became non-recourse as to principal and interest as of
September 1, 2002 with the issued shares continuing to collateralize the
notes. All accrued interest on the notes as of September 1, 2002 has been
paid to the Company. Principal and interest must be paid by 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 for all of
Fiscal 2002 to the recipients. In the past, the Board has issued and/or
granted significant amounts of equity (in the form of stock options or stock
purchases) to these recipients on an annual basis. The Compensation
Committee did not wish any additional dilution of Company stock at the
current low prices. Also by reducing the term of the notes the Compensation
Committee believes that management would have a further inducement to
accelerate their efforts to increase shareholder value or risk the loss of
their shares.
14. Advertising
- ----------------
The Company expenses advertising as incurred. Total advertising expenses
included in the results of operations were $201,000, $287,000, and $301,000
for 2002, 2001, and 2000, respectively.
15. Securities Available for Sale
- ----------------------------------
At November 30, 2001, the Company held investment securities in public
companies. For one of the public companies certain officers and directors
of the Company have an ownership interest in the aggregate of
approximately 18%. Management has estimated the fair value of this
investment at November 30, 2001 at $0, and the cost at November 30, 2001
of $0 after impairment write down. During the fourth quarter of Fiscal
2001 the Company recorded an impairment charge of $2,562,000 related to
the carrying value of the shares previously received from the public
company. The Company's valuation of this investment was based upon the
public company's two consecutive years of operating losses and its current
lack of liquidity. This impairment charge is recorded in other expenses
on the statement of operations.
Other equity securities had a fair value of $0 at November 30, 2001,
after impairment writedown. During the second quarter of Fiscal 2001, the
Company recorded an impairment charge of $75,000 to writedown the value of
these securities to $0. Management has classified these investments as
available for sale and are included in non-current other assets in the
accompanying balance sheet. The Company did not sell any available for
sale securities during 2001.
16. Unaudited Quarterly Financial Information
-----------------------------------------
2002
First Second Third Fourth Total
----- ------ ----- ------ -----
Revenues $6,748,994 $9,639,657 $8,798,546 $5,762,224 $30,949,421
Gross profit 1,806,890 2,634,571 1,488,392 1,173,085 7,102,938
Net (loss) income 75,231 355,705 (486,055) (1,962,732) (2,017,851)
Earnings per share:
Basic:
Net (loss) income
per share` $.04 $.20 $(.28) $(1.13) $(1.16)
Diluted:
Net (loss) income
per share` $.04 $.20 $(.28) $(1.13) $(1.16)
Weighted average
shares
Basic 1,766,500 1,752,300 1,726,300 1,733,000 1,742,500
Diluted 1,774,500 1,772,100 1,726,300 1,733,000 1,742,500
2001
First Second Third Fourth Total
----- ------ ----- ------ -----
Revenues $5,897,302 $6,432,704 $8,086,635 $8,627,201 $29,043,842
Gross profit 1,947,864 1,617,689 2,170,649 2,756,213 8,492,415
(Loss)income
before cumulative
effect of change
in accounting
principle 171,326 (1,395,503) 456,215 (6,178,805) (6,946,767)
Net (loss) income (41,762) (1,395,503) 456,215 (6,178,805) (7,159,855)
Earnings per share:
Basic:
(Loss) income per
share before
cumulative effect
of change in
accounting
principle $.11 $(.85) $.25 $(3.48) $(4.13)
Net (loss) income
per share (.03) (.85) .25 $(3.48) (4.25)
Diluted:
(Loss) income per
share before
cumulative effect
of change in
accounting
principle $.11 $(.85) $.25 $(3.48) $(4.13)
Net (loss) income
per share (.03) (.85) .25 $(3.48) (4.25)
Weighted average
shares
Basic 1,526,500 1,645,500 1,777,100 1,777,300 1,682,700
Diluted 1,585,300 1,645,500 1,815,200 1,777,300 1,682,700
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance at Charged to Balance at
Beginning Costs and Deduction/ End of
Description of Period Expenses Write-off Period
- ----------- --------- -------- --------- ------
Year ended November 30,
2000: Accounts receivable
allowances $188 $118 $112 $194
Year ended November 30,
2001: Accounts receivable
allowances $194 $433 $175 $452
Year ended November 30,
2002: Accounts receivable
allowances $452 $131 $200 $383