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United States
Securities And Exchange Commission
Washington, D.C. 20549
-----------------------------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: November 30, 2003
Commission File Number: 0-15588
CANTERBURY CONSULTING GROUP, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
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
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
--- ----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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
----
Indicate by check mark whether the Registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act). YES __ -- NO _X_
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the closing price of such stock on The
Nasdaq SmallCap Market for May 30, 2003 was $1,319,992.
The number of shares outstanding of the issuer's class of common equity, as of
February 19, 2004 was 2,097,251.
PART I
ITEM 1. 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 five operating subsidiaries with offices located in New Jersey, New
York, Maryland, 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 * software development
* customized learning solutions * web development
for ERP and CRM * technical and desktop applications
* systems engineering and training
consulting * records and asset management systems
* management training programs * help desk and service center support
* hardware sales and support
The Company was incorporated in the Commonwealth of Pennsylvania on March
19, 1981 and later qualified to do business in the State of New Jersey in April,
1985.
The Company became a Registrant by filing and registering with the
Securities and Exchange Commission under Form S-18 which became effective on
August 20, 1986.
The Company was organized into four operating segments and the corporate
office. The operating segments were: training and consulting, value added
hardware reseller, technical staffing and software development. The technical
staffing segment discontinued operations during 2003. For Fiscal 2004, the
Company will have three operating segments.
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
offering all of its subsidiaries under one umbrella.
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.
NARRATIVE DESCRIPTION OF BUSINESS - TRAINING AND CONSULTING
- ------------------------------------------------------------
During the fourth quarter of Fiscal 2003, the Company formed a new, wholly
owned subsidiary, Canterbury Corporate University, Inc. ("CCU") for the purpose
of consolidating and leveraging the sales and marketing efforts of its training
and consulting operations. Although the Company has been advocating and
promoting cross-marketing of all of its products and services, the results to
date were not satisfactory. This was due to several factors: lack of centralized
sales management, varying compensation plans, lack of product and services
training information as well as poor sales infrastructure and reporting. All of
these shortcomings have been addressed through the formation of CCU. First, a
Corporate Sales Manger was hired to spearhead this consolidated sales
organization. All sales and marketing personnel in the training and consulting
segment now report to this manager. The various compensation plans were unified
into one performance driven plan. Sales and product training are occurring
monthly for the entire sales team. Finally, the Company is currently researching
the purchase or development of a Client Relationship Management (CRM) product to
coordinate, track and measure the sales and marketing efforts of the entire
sales staff.
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. CALC/Canterbury also offers e-commerce enabled, Internet-based
training through Canterbury's Online University as well as custom designed web
delivered courses and instruction.
Future Plans
CALC/Canterbury has experienced a significant downturn in the
demand for scheduled public desktop and technical training over the past
several years. The fixed costs associated with the delivery of this
type of computer training are very high. Rent, equipment, personnel,
registration, scheduling and technical support are all fixed costs
necessary to offer this training. The Company has decided that it can
no longer deliver its services in this fashion to the degree it has in
the past. During the fourth quarter of Fiscal 2003, the Company closed
two training facilities (Wall Street, New York and Woodbridge, New
Jersey) and downsized two other training locations. The number of
classrooms was reduced from twenty-nine to six. These classrooms will
be used for room rentals, private training and general admission
classes. CALC/Canterbury will no longer offer a robust public schedule
as it has in the past. The demand for these classes does not justify
the cost. Semi-private and general admission training will be offered
to our corporate clients for our most popular courses. CALC/Canterbury
is repositioning its training skills and capabilities toward private
training at the customer facility and at our reduced Company training
facilities, as well as developing and selling distance learning
products, providing various technical services along with cooperative
selling effects with select channel partners.
During February, 2003, CALC/Canterbury executed a limited licensing
agreement with ExecuTrain, an international learning solutions provider,
whereby it would become part of ExecuTrain's global training network on a
joint venture basis. After ten months of the relationship it was mutually
agreed by the parties that there was very little incremental business being
generated. The licensing agreement was terminated in December 2003. Both
parties agreed to remain open to future business possibilities with no
formal agreements binding the relationship.
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 could 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 businesses. 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.
Due to a significant breach of his Employment Agreement, the President
of Usertech/Canterbury was terminated from his employment on March 18,
2003. Accordingly, Canterbury ceased paying the balance of compensation
due to the President of Usertech under this Employment Agreement which
exceeded $700,000. When Canterbury purchased Usertech from Ceridian
Corporation, Canterbury was led to believe that this President was
essential to the continued success of the company. Ceridian failed to
disclose that this President played an active role with a vendor of
Ceridian which was not only a conflict, but in essence, precluded this
President from giving his undivided attention to Usertech. Thus,
Canterbury is holding Ceridian Corporation liable for the undisclosed
actions of the President, misrepresentations in the acquisition of Usertech
and other claims related to Canterbury's purchase of Usertech and
consummation of an Employment Agreement with this President. It has not
yet been determined if any claims will be brought against any other
individuals or other entities related to the claims arising from
Canterbury's acquisition of Usertech and the employment of its president.
Based on the aforesaid claims, on August 4, 2003, Canterbury initiated
mandatory binding arbitration proceedings against Ceridian Corporation as
required in the Stock Purchase Agreement. The Company's claims arise from the
September, 2001 purchase of User Technology Services, Inc., from Ceridian.
Canterbury's causes of action set forth in this arbitration include but are not
limited to breach of contract/warranty, actual/legal fraud, fraudulent
concealment, constructive/equitable fraud and negligent misrepresentation.
Ceridian has denied the allegations set forth by the Company and has instituted
a counterclaim in the arbitration proceedings. Ceridian claims Canterbury
breached a sublease for space located at East Norwalk, Connecticut. Ceridian is
alleging that Canterbury owes $76,000 together with taxes, operating expenses,
utility expenses as well as attorneys' fees and costs. Aside from this
counterclaim, Ceridian also contends that Canterbury owes them $800,000 plus
interest on a Promissory Note executed in conjunction with the purchase of
Usertech. In order to pursue its claims as well as to defend any counterclaim or
set-off alleged by Ceridian, Canterbury continues to incur legal fees and costs
and there is no assurance that pending arbitration will result in a favorable
outcome to Canterbury.
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 attempt to
leverage its consolidated sales efforts by use of Canterbury Corporate
University, Inc. to cross-market Usertech/Canterbury's services to the entire
client base of the Company. New product focus, such as distance learning for
client proprietary systems, is also being expanded in existing markets.
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 ebb and flow of the economy, it could benefit eventually from the
consolidation within its training segment.
MSI/Canterbury is developing, 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. The Company also intends to attempt to leverage the consolidated sales
efforts of Canterbury Corporate University, Inc. to cross-market
MSI/Canterbury's services to the entire client base of the Company.
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
Acceptance of its product has been slower than anticipated. ATM
plans to attempt 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. 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.
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 may be greatly reduced if 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. The
manufacturer would record the revenue and hold the accounts receivable with the
customer. This possible change in business flow has not happened to date, but it
is possible that the migration to an agency model will begin in the second
quarter of Fiscal 2004, and may then become more significant during the second
half of the year.
Future Plans
This subsidiary's expansion planning 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 introducing other subsidiary products and
services into its 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 closed its office in Parsippany, New Jersey and ceased operations
during the fourth quarter of Fiscal 2003. With the surplus of technology workers
due to the economic downturn during the past several years, DMI/Canterbury could
no longer sustain itself as a viable business entity. Results of operations have
been presented as discontinued operations in the Statement of Operations for
each of the three years in the period ended November 30, 2003, 2002 and 2001.
MERGER/ACQUISITION PROGRAM
- ---------------------------
Canterbury is not currently seeking acquisitions of other training or
technology companies due to its desire to focus on rebuilding its existing
infrastructure and returning to profitability.
EMPLOYEES
- ---------
As of November 30, 2003, the Company, including all subsidiaries, had 146
employees: 78 full-time employees and 68 part-time employees. The Company
believes that the relationship with its employees is satisfactory.
ITEM 2. PROPERTIES
- -------------------
All facilities, including its administrative offices, branch locations and
sales offices, are leased. The aggregate annual rental payments under leases
will approximate $426,000 in Fiscal 2004.
The following table sets forth the locations of the Company including
square footage:
Location Square Footage Lease Expiration
- ------------------------------------ -------------- ----------------
Canterbury Consulting Group, Inc. 3,000 August 2005
352 Stokes Road, Suite 200
Medford, NJ 08055
ATM/Canterbury Corp. 3,700 February 2005
16840 Barker Springs, Suite C300
Houston, TX 77084
CALC/Canterbury Corp. 3,500 November 2006
200 Lanidex Plaza
Parsippany, NJ 07054
CALC/Canterbury Corp. 4,500 November 2004
780 Third Avenue
Concourse Level One
New York, NY 10017
MSI/Canterbury Corp. 1,000 November 2006
200 Lanidex Plaza
Parsippany, NJ 07054
USC/Canterbury Corp. 2,500 December 2005
532 Baltimore-Annapolis Blvd.
Severna Park, MD 21146
Usertech/Canterbury Corp. 2,000 November 2006
200 Lanidex Plaza
Parsippany, NJ 07054
The Company believes that all of its properties are maintained
in good operating condition and are suitable and adequate for our
operational needs.
ITEM 3. LEGAL PROCEEDINGS
- ---------------------------
On August 4, 2003, Canterbury initiated mandatory binding arbitration
proceedings against Ceridian Corporation as required in the Stock Purchase
Agreement. The Company's claims arise from the September, 2001 purchase of
User Technology Services, Inc., from Ceridian. Canterbury's causes of
action set forth in this arbitration include but are not limited to breach
of contract/warranty, actual/legal fraud, fraudulent concealment,
constructive/equitable fraud and negligent misrepresentation. Ceridian has
denied the allegations set forth by the Company and has instituted a
counterclaim in the arbitration proceedings. Ceridian claims Canterbury
breached a sublease for space located at East Norwalk, Connecticut.
Ceridian is alleging that Canterbury owes $76,000 together with taxes,
operating expenses, utility expenses as well as attorneys' fees and costs.
Aside from this counterclaim, Ceridian also contends that Canterbury owes
them $800,000 plus interest on a Promissory Note executed in conjunction
with the purchase of Usertech. In order to pursue its claims as well as to
defend any counterclaim or set-off alleged by Ceridian, Canterbury
continues to incur legal fees and costs and there is no assurance that
pending arbitration will result in a favorable outcome to Canterbury.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
- --------------------------------------------------------
The Company's Annual Meeting was held on November 24, 2003, at which
time three matters were submitted to the Company's stockholders for a vote.
The majority of the stockholders who voted ratified the appointment of
Baratz & Associates, P.A. as the Company's independent auditors, as well as
the issuance of 7 3/4% senior convertible promissory notes 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 September 26, 2003, the shareholder of record date, the
number of shares outstanding was 2,097,251.
Proposal one was for the slate of directors, listed below are the
vote results:
For Withheld
--------------------------------------------------------------------
Stanton M. Pikus 1,791,029 142,182
Kevin J. McAndrew 1,790,141 143,070
Jean Z. Pikus 1,790,013 143,198
Alan Manin 1,791,133 142,078
Stephen Vineberg 1,791,109 142,102
Paul Shapiro 1,791,109 142,102
Frank Cappiello 1,791,133 142,078
Proposal two was the ratification of our independent public
auditors, Baratz and Associates, P.A., listed below are the vote
results:
For Against Abstain
----------------------------------------------------------------------
1,885,171 47,149 892
Proposal three was the ratification of the issuance of the 7 3/4%
Senior Convertible Promissory Notes issued for working capital on
June 3, 2003, listed below are the vote results:
For Against Abstain Non-Votes
- --------------------------------------------------------------------------------
1,183,660 58,289 1,288 689,975
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
- ----------------------------------------------------------
The Company's common stock trades on the Nasdaq SmallCap Market.
The high and low closing prices (adjusted to reflect the 1 for 7
reverse stock split effective January 24, 2003) of the Company's
common stock from December 1, 2001 through November 30, 2003 were as
follows:
MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
================================================================================
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 | 2nd Quarter | 3rd Quarter | 4th Quarter
| ----------- | ----------- | ----------- | -----------
| High Low | High Low | High Low | High Low
Common | ---- --- | ---- --- | ---- --- | ---- ---
Stock | $2.73 $1.27 | $1.36 $.68 | $1.25 $.71 | $1.50 $.95
================================================================================
* Prior to July 31, 2002 the Company's stock traded on the Nasdaq National
Market.
The approximate number of record holders of the Company's common stock as
of November 30, 2003 as determined from the Company's transfer agent's list of
record holders was 384. 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 2,000 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 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 the National Market. The Company appealed
Nasdaq's 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.
On May 8, 2003 Canterbury received a written notification from the Nasdaq
Listing Qualifications Section. The letter stated that because the closing bid
price of Canterbury's common stock for the previous 30 consecutive trading days
was less than the required $1.00 per share, the Company had until November 4,
2003 to trade at a closing bid price of $1.00 per share or more for a minimum of
10 consecutive trading days, or be delisted. In addition, even if the 10
consecutive trading days are achieved, there is no assurance that Canterbury
would automatically remain on Nasdaq. As per the Nasdaq Notice Letter of
Deficiency, "In determining whether to monitor the bid price beyond 10 business
days, Nasdaq will consider the following four factors: (i) margin of compliance;
(ii) trading volume; (iii) the market maker montage; and, (iv) the trend of the
stock price."
On September 10, 2003 the Company received the following letter from the
Nasdaq Listing Qualifications Section. "On May 8, 2003, Staff notified the
Company that its common stock failed to maintain a minimum bid price of $1.00
over the previous 30 consecutive trading days as required by The Nasdaq SmallCap
Market set forth in Marketplace Rule 4310(c)(4) (the "Rule"). In accordance with
Marketplace Rule 4310(c)(8)(D), the Company was provided 180 calendar days, or
until November 4, 2003, to regain compliance with the Rule. Since then, the
closing bid price of the Company's common stock has been at $1.00 per share or
greater for at least 10 consecutive trading days. Accordingly, the Company has
regained compliance with the Rule and this matter is now closed."
The Company has never declared a dividend on its common stock and does not
plan to do so in the near future.
ITEM 6. SELECTED FINANCIAL DATA
>
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Operating data:
Net revenues $22,384,294 $30,032,647 $27,568,987 $28,782,236 $14,209,526
(Loss) income from
continuing operations (4,066,813) (1,943,962) (6,747,877) 1,022,924 620,768
Income (loss) from
discontinued
operations 11,819 (73,889) (198,890) 35,291 -
Net (loss) income (4,054,994) (2,017,851) (7,159,855) 1,058,215 620,768
Basic per share data:
(Loss) income from
continuing operations $(2.17) $(1.12) $(4.01) $.72 $.54
Income (loss) from
discontinued
operations .01 (.04) (.12) .02 -
Cumulative effect of
change in accounting
principle - - ( .12) - -
------- ----- ----- ------ -----
Net (loss) income $(2.16) $(1.16) $(4.25) $.74 $.54
====== ====== ====== ====== ====
Balance sheet data:
Total assets $11,938,543 $16,632,776 $25,044,122 $31,184,412 $27,811,971
Long-term debt $62,934 $1,209,625 $2,145,183 $678,303 $1,989,031
Subordinated
convertible debt $355,000 $ - $ - $ - $ -
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; (2) the competition in the
industry in which the Company competes; (3) the sensitivity of the
Company's business to general economic conditions; and (4) other economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products, services and prices. The Company undertakes
no obligations to publicly release the result of any revision of these
forward-looking statements to reflect events or circumstances after the
date they are made or to reflect the occurrence of unanticipated events.
RISK FACTORS THAT RELATE TO OUR BUSINESS
- ----------------------------------------------
Uncertain economic conditions continue to affect many of our
customers' businesses and many clients continue to delay and reduce
their purchases of training services, software, hardware and
consulting. The Company's recovery from the past several years of
economic downturn continues to lag behind the current economic
recovery.
Delay Or Inability To Return To Positive Operating Cash Flow
While the Company has taken significant steps to reduce fixed costs
and increase revenue, a significant delay in returning to positive
operating cash flow could adversely effect our liquidity and ability to
conduct business. The Company reduced payroll expense and facility leases
significantly during Fiscal 2003. Four facilities were closed and two more
were greatly downsized, as management introduced a more flexible cost model
into the business. Annual rent and occupancy expense were reduced by over
$1,000,000 from the beginning of Fiscal 2003 to the beginning of Fiscal 2004.
Over sixty employees were eliminated in several workforce reductions
during the year. Even with these cost reductions, revenues must increase
in Fiscal 2004 over Fiscal 2003 in order to achieve positive operating
profit and cash flows. The newly formed sales subsidiary, Canterbury
Corporate University must increase sales pipeline activity in the near term
to positively impact reported revenues for the training and consulting
segment. If this does not occur it could negatively effect our operating
cash flow.
Downturn In Economy
If the economy does not continue to recover and our clients continue
to decrease or eliminate spending for technology and training, our ability
to continue operating at our current reduced level of revenues will be
greatly tested. The Company cannot generate profits or positive cash flow
at recent revenue levels. Many clients have considered certain training to
be discretionary in these uncertain economic times. Technology
expenditures are being delayed by many of them in an attempt to balance
their own budget objectives. These factors can cause significant financial
disruption to small vendors such as Canterbury and could have a material
adverse effect on our consolidated operating results.
Competition
If our customers choose to purchase goods and or services from
new or existing competitors, it could have a material adverse effect
on our operating results and stock price.
The various operating segments of the Company have relatively
low barriers to entry. New and existing organizations are constantly
attempting to penetrate our customer base. Larger, more financially
seasoned competitors have the ability to overwhelm our markets and
customers though more aggressive sales tactics. Internal training
departments within our current and potential client base are also a
primary competitor. There is also increasing competition from
computer hardware and software vendors as they attempt to capture
more of the technology services market. Finally, low cost providers
in the training and consulting market are attempting to buy business
through their low cost, value proposition.
Dependency on Key Personnel
If we are unable to recruit and retain qualified personnel, it
could have a material adverse effect on our operating results. Our
success depends on the continued employment of our senior executives
and managers and other key personnel. The loss of these people,
especially without advance notice, could have a material adverse
effect on our operations. Sales and delivery staff are vital to
ongoing customer relations and satisfaction. A significant portion
of our consolidate revenue is service oriented (47% in Fiscal 2003).
As such the loss of key personnel could have a negative impact on our
ability to deliver and service our clients. As the economy improves,
it will become more difficult to retain existing employees and
attract new recruits due to the fact that they have more employment
options available to them.
Municipal Budget Constraints
USC/Canterbury, our value added hardware reseller, does a
significant amount of business with the states of Maryland and
Virginia (81% of this segments total revenue). Lower tax revenues in
these states have reduced the amount of funding for technology
purchases recently and this trend could continue. If this trend does
continue, it could have a material adverse effect on this segment's
operating results. This segment has been the most profitable segment
for the Company since Fiscal 2000, and its ongoing contribution to
revenue and profits is vital to the Company's future.
Pending City of Baltimore Contract
USC/Canterbury is a bidder on an eight-year hardware procurement
contract with the City of Baltimore. The decision by the City is
currently pending and is expected during March 2004. If
USC/Canterbury, the incumbent vendor, is not awarded this contract it
could have a material adverse effect on the operating results of the
value added hardware reseller segment and the Company.
Shifts in Technology and Training Platforms
In the training and consulting segment, much of our success depends
upon the introduction and adoption of new technology. Our customers tend
to increase their demand for training at times when new technology or
software is being introduced. When there are delays in the introduction of
these new products demand for training may decrease, and it could have a
material adverse effect on our operating results. Also as our customers
move toward new distance learning platforms to replace instructor-led
training, our ability to retain our customers by providing these new
electronic training services introduces a potential risk in client
retention, which could have a material adverse effect on our operating
results.
Ongoing Collection of Notes Receivable With A Related Party
A significant portion of the Company's assets and tangible net
worth is represented by notes receivable with a related party. To
date there have been no collection issues with the notes. However, if
the related party experiences a significant downturn in operating
cash flow or becomes insolvent the collectibility of the note would
be in jeopardy and could have a material adverse effect on the
Company's asset base and tangible net worth.
Acts of Terrorism
The majority of revenue recorded by the Company is generated in both
the New York City and Washington D.C. areas. Both of these locations were
targets of the terrorist attacks in 2001. If there is a repeat of those
events in either one of these markets, our clients there will be
distracted from their normal course of business and as such
will most likely delay or cancel projects with the Company. This could
have a material adverse effect on our operating results.
Other Factors
Other factors that may affect our operating results include:
* reduced reliance on reseller channel by hardware manufacturers
* ability to secure sufficient contractor resources to met short-term
customer demand
* insufficient training facilities to met client demand for
instructor-led technology training
* loss of key clients through merger, sale or divestiture
* ongoing cost of compliance with provisions of Sarbanes-Oxley
OVERVIEW
- ---------
The Company is engaged in the business of providing information
technology products, services and training to both commercial and
government clients. The focus of Canterbury is to become an integral
part of our clients' IT solution, designing and applying the best
products, services and training to help them achieve competitive
advantage by helping their employees to succeed.
The two primary business units for the Company are training and
consulting and value added hardware reseller. In the training and
consulting segment we provide a variety of technical and management
training.
Our training encompasses a wide spectrum of hardware and
software products as well as many important business skill topics.
These training products are delivered in a variety of ways: at our
classroom facilities in New Jersey and New York; at our clients'
location; or electronically via the Internet; or on the end users
computer. Many of these training products are custom developed for
our clients and contain a blended training solution combining both
instructor-led training in the classroom with distance learning
products to complete the education process.
The Company also provides various technical consulting services
to our clients including programming, systems integration, network
security and network management.
The value added reseller segment provides hardware and software
solutions to the Mid-Atlantic market. Its primary focus is on state
and local government clients who have an ongoing need for technology
products and services.
In the past three years the Company has experienced significant
pretax losses from continuing operations totaling $14,065,000. Of
this amount, $7,717,000, represents goodwill impairment on several
acquisitions made over the past eleven years. The Company has
managed to remain financially viable through these recent losses
during the last three years by accelerating collection on several
long-term notes receivable and generating net operating cash of
$1,256,000. The Company has significantly reduced its operating
costs and restructured its sales team for Fiscal 2004.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working capital at November 30, 2003 was $1,781,000, representing an
increase of $489,000 over the previous year. Unearned revenue decreased by
$422,000 primarily due to the fact that CALC/Canterbury slowed down sales of
prepaid training vouchers for scheduled open enrollment, public computer
training as it began exiting that training delivery methodology during the
fourth quarter of Fiscal 2003. CALC/Canterbury will continue to honor all
outstanding training vouchers through their contractual expiration by applying
these vouchers to all training products offered by Canterbury. Accounts payable
and accrued expenses increased by $56,000 over the previous year end due
primarily to timing of payments to vendors and employees at year end. Prepaid
expenses decreased by $228,000 due to a reduction in income tax prepayments
($105,000) and accrued interest on a note receivable from a related party
($58,000) and the write off of unamortized debt issuance costs raised by the pay
off of bank debt during the fourth quarter ($34,000). Also a $273,000 current
deferred tax asset was written off as part of a $763,000 income tax valuation
adjustment at year end.
Cash and marketable securities balances at November 30, 2003 increased by
$1,290,000 over the previous year end. There were three significant financing
transactions which caused this increase in liquidity. In the second quarter the
Company received a $500,000 payment on a long-term note receivable from a
related party. In the third quarter, $355,000 was received as the proceeds of
a private placement of senior convertible notes and in the fourth quarter, the
Company received $2,295,327 as a payoff of a long-term note receivable plus
accrued interest. From the proceeds of this payoff, the Company repaid the
remaining $800,000 term loan with its lender.
As of November 30, 2003, the Company had no bank debt and began the process
of renegotiating its lending relationship with Commerce Bank. While
renegotiating the current loan agreement, the Company incurred no bank fees and
was precluded from borrowing under the existing revolving loan agreement. As a
subsequent event, in February, 2004 the Company and Commerce Bank agreed to an
amended loan agreement. The new agreement calls for a two-year, $1,500,000
revolving working capital line of credit collateralized by trade accounts
receivable and inventory. The loan carries an interest rate of the prime rate
plus one half of one percent (1/2%) and matures on May 1, 2005.
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, 2003, the
Company was in breach of the minimum tangible net worth covenant of its loan
agreement, but has received a waiver of default from 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 three
years at an annual amount of $400,000 plus accrued interest at 7% per annum on
the outstanding balance. On August 4, 2003, the Company initiated mandatory
binding arbitration proceedings against Ceridian Corporation, the previous owner
of Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties. The Company's claims arise from the September 2001 purchase of User
Technology Services, Inc. from Ceridian. Canterbury is making various claims
ranging from breach of contract/warranty to actual/legal fraud, fraudulent
concealment, constructive/equitable fraud, and negligent/misrepresentation.
Ceridian Corporation has denied the allegations set forth by the Company and has
instituted a counterclaim in the arbitration proceedings. Ceridian is claiming
breach of a sublease agreement by Canterbury for office space ($76,000) and
acceleration of a note payable of $800,000. Canterbury had denied the
allegations set forth in the counterclaim. In order to pursue its claims,
Canterbury will sustain ongoing legal and filing fees and there is no assurance
that the aforementioned arbitration will result in a favorable outcome for
Canterbury. As a result of this pending arbitration and the extent of the
damages claimed, the Company has withheld the scheduled $400,000 principal
payment of the note to payable to Ceridian, as well as accrued interest of
$56,000 due on September 28, 2003, as the damages sought far outweigh the note
payable to them. The disputed $800,000 still owed plus accrued interest are
classified as part of the current portion of long-term debt as of November 30,
2003.
Cash flow used in operating activities for the year ended November 30, 2003
was $(1,071,000) a decrease of $1,457,000 over Fiscal 2002. For the first time
in the past nine years, the Company failed to generate positive cash flow from
operations. Significant revenue declines in all operating segments contributed
to the loss. Total assets declined by $4,694,000 while total liabilities were
reduced by $1,150,000. The Company's current ratio was 1.62:1.00 versus
1.40:1.00 at November 30, 2002.
Management believes that the Company will have sufficient funds to
cover cash flow requirements for Fiscal 2004 as a result of significant
reductions in fixed operating costs, its satisfactory balance sheet, its
ability to borrow from its revolving line of credit and ongoing collection
from its note receivable. Management anticipates that the recent
significant reduction in fixed expenses if coupled with substantially
improved sales activity could permit the Company to return to a positive
operating cash flow position in the second half of Fiscal 2004. There was
no material commitment for capital expenditures as of November 30, 2003.
Inflation was not a significant factor in the Company's financial
statements.
The following table summarizes the Company's contractual obligations for
long-term debt and lease obligations as of November 30, 2003:
Payments Due By Period
>
Less Than More Than
Contractual Obligations Total 1 Year 1-3 Years 3-5 Years 5 Years
- --------------------------------------------------------------------------------------------
Long-term notes payable $917,834 $877,755 $ 40,079 $ - $ -
Capital lease obligations 34,589 11,735 22,854 - -
Subordinated convertible
debt
355,000 - 355,000 - -
Operating leases 853,502 367,119 469,351 17,032 -
---------- ---------- --------- -------- --------
Total $2,160,925 $1,256,609 $ 887,284 $ 17,032 -
=========== ========== ========= ======== ===========
RESULTS OF OPERATIONS
- ----------------------
Fiscal 2003 Compared to Fiscal 2002
- ------------------------------------
Revenues
Consolidated revenues decreased by $7,648,000 (25%) in Fiscal 2003 as
compared to 2002. This overall reduction was the result of an across the board
revenue decease in all operating segments of the Company. The training and
consulting segment recorded a decline in revenues of $5,066,000 (33%). The value
added hardware reseller segment saw revenues decline by $2,582,000 (18%).
Software development revenues for Fiscal 2003 were approximately the same as in
Fiscal 2002. Technical staffing revenues are no longer being reported due to its
classification as a discontinued operating segment effective in 2003.
The downward trend in consolidated revenues accelerated during Fiscal 2003.
Technology spending by many customers was reduced, delayed or eliminated. The
significant reduction in Company revenues forced drastic changes to the cost
structure of the organization. While delivery and support costs were greatly
reduced through consolidation of facilities and elimination of under-utilized
personnel, the Company will attempt to invest further into sales and marketing
in order to take advantage of sales opportunities as the economy begins to
improve.
During the fourth quarter of 2003, the Company restructured its sales
department. A Corporate Sales Manager was hired to consolidate the three
separate sales teams in the training and consulting segment. Canterbury
Corporate University, Inc. ("CCU"), a wholly owned subsidiary of the Company,
was formed to market and sell all of Canterbury's training products and services
in one comprehensive training unit. The Company has always attempted to promote
cross selling of our products and services between subsidiaries. Some of our
largest clients are purchasers of the various training products we offer. Under
previous subsidiary management, the sharing of business leads did not occur at
an acceptable level, and many potential sales opportunities were lost before
they were ever attempted.
The Corporate Sales Manager and the Company have initiated several key
sales strategies in order to overcome the shortcomings of the past
including the lack of attention to marketing, sales and more by the former
President of Usertech. All training and consulting sales representatives
are being compensated and measured using the same plan. Quota attainment
is now a benchmark for continued employment. Quotas are set up with goals
for selling all of the Company's training and consulting products, not just
what was sold in the past on a subsidiary-by-subsidiary basis. A Customer
Relationship Management ("CRM") system is being installed to better
consolidate, track and manage the pipeline of sales activity. Also based
upon feedback from our customers, the Company is developing new products
utilizing both instructor-led and distance-learning delivery platforms. We
have also formalized reseller relationships with several high quality
channel partners, whereby the sales team introduces the various products
from this program to our client base and the Company receives a negotiated
share of any sales generated.
The Company has taken several steps to increase lead generation. The
formation of an inside sales team; contracting with an outside telemarketing
firm; increasing the amount of marketing information to our clients through
e-mail announcements; pilot program events and more informative web sites are
all contributing to new lead flow.
During the fourth quarter of Fiscal 2003, the Company made the decision to
exit the open enrollment public computer training segment that was part of
CALC/Canterbury's offerings for the past twenty years. The high fixed cost of
delivery was too much to sustain in relationship to the amount of revenue being
generated. By exiting this training delivery methodology, there will be an
anticipated decline in instructor-led computer training revenues for Fiscal
2004. Reduced capacity, reduced marketing emphasis, and alternative delivery
options will all contribute to the projected decline. CALC/Canterbury will
continue to offer private and general admission classes at their two training
facilities (New York City and Parsippany, New Jersey) as well as room rentals.
There will be more emphasis on offering private training at the clients'
locations. This planned exit from the scheduled open enrollment public training
segment was done in order to reduce the high fixed cost associated with its
delivery and introduce more variability to the cost structure of our training
business. It is management's belief that a smaller, more flexible training model
can return the computer training business to profitability.
In the value added hardware reseller segment, budget constraints in state
and local municipalities had a negative impact on technology spending during
2003. While this segment was among the last to feel the impact of the recent
economic downturn, it will also take longer to recover based on projected tax
revenues flowing into state and local budgets and then finally into capital
expenditures.
The $2,582,000 reduction in revenues from Fiscal 2002 to 2003 is due
primarily to reduced pricing for most computer hardware products. While it is
difficult to pinpoint the precise decline in the cost and sales price of the
specific computer hardware sold by this segment over the past year, it is safe
to estimate that prices have dropped anywhere from 20% to 30%. If this is the
case, most, if not all of the decline in revenue for Fiscal 2003 can be
attributed to a lower sales price on approximately the same unit volume. This
trend will continue into Fiscal 2004 as well.
It is management's intent to more fully integrate the sales team from the
training and consulting segment with the value added hardware reseller segment.
Product profiles are being shared between the two groups and the Company
anticipates the efforts of these two sales organizations will become more
integrated in Fiscal 2004.
It is projected that the majority of product to be sold in Fiscal 2004 may
be Hewlett Packard/Compaq hardware. If they move toward an agent model with
their resellers, USC/Canterbury would be paid an agent fee which approximates
the current gross profit from each sale. This may greatly reduce the reported
revenue in this segment. The manufacturer would record the revenue and hold the
accounts receivable with the client. This possible change in business flow has
not happened to date, but it is possible that the migration to the agent model
will begin in the second quarter of Fiscal 2004, and may then become more
significant during the second half of the year.
This business segment has always had very high client revenue
concentration. In Fiscal 2003 two groups of clients accounted for 81% of the
revenue in the value added hardware reseller segment. There is obvious risk
associated with this very high customer concentration. See Footnote 1,
Concentration of Risk, for more details on this topic. In Fiscal 2004
USC/Canterbury is making a concerted effort to diversify its revenue mix.
Certain sales representatives have been given responsibility, through quotas, to
penetrate the commercial market in the Baltimore/Washington area. New strategic
relationships have been formed with several manufacturers to increase product
offerings and reduce dependency on Hewlett Packard/Compaq.
Management believes that there is still a significant amount of
uncertainty regarding future revenues from the value added hardware
reseller segment for Fiscal 2004. Technology spending appears to be
recovering slightly in the early part of 2004, but the duration of the
recovery is not yet known. More clients are engaging us in conversations
and proposals about new projects and training requirements. The sales
pipeline is fuller now than it was in the last half of Fiscal 2003. One of
the biggest challenges that faces the Company is the timing of customers
decisions to begin project work that has already been sold. The delays
that were experienced late in Fiscal 2003 have continued into the early
part of 2004. These delays add to the uncertainty in revenue projections
for Fiscal 2004. It is management's belief that by the middle of the year
we will have a much better understanding of our client's schedule and
requirements.
Costs and Expenses
Total costs and expenses decreased by $4,684,000 (20%) in Fiscal 2003
versus 2002. The decrease was due to reduced sales volume in both product and
service revenues. Overall gross profit decreased to 17% from 23% in Fiscal 2002.
Service gross profit declined to 24% in Fiscal 2003 from 31% in the previous
year. Product gross profit also declined from 13% in Fiscal 2002 to 11% in
Fiscal 2003.
Product margins were negatively effected by several factors.
Continued weakness in technology spending forced margins lower as many
suppliers competed for the same business. Manufacturers continued to
eliminate reseller incentives as the products they were offering became
more commoditized. Weak or non-existing sales management at our training
subsidiaries. The Company is currently partnering with several new
hardware and software manufacturers who have specialized products that
command higher profit margins. These types of relationships could become
more important for the future as downward pressure continues on margins for
personal computers, printers and servers. Management anticipates that
gross margins for product sales will remain in the 10% range for Fiscal
2004.
When the Company decided to exit the scheduled open enrollment public
computer training business during the fourth quarter of Fiscal 2003, there were
many obstacles that had to be overcome. The biggest challenge was the need to
terminate four facility leases which housed twenty-nine classrooms, sales and
support office space, production and storage. As of October, 2003 the
contractual lease obligations including utilities, insurance and taxes, totaled
approximately $4,100,000 over the next five years. The Company successfully
negotiated the termination of all four leases by surrendering the security
deposits to the respective landlords. $190,000 in security deposits were
expensed to cost of sales during the fourth quarter of Fiscal 2003.
At the same time the four existing facility leases were being terminated,
the Company was able to successfully negotiate a new three-year lease in the
same office complex in Parsippany, New Jersey where the previous facility was
located. CALC/Canterbury, Usertech/Canterbury, MSI/Canterbury and Canterbury
Corporate University have their sales and administrative headquarters in this
new space. There is also three classrooms in the facility to provide general
admission and private training as well as room rentals to our clients. The
Company also negotiated a short-term rental agreement (with a mutual 90-day
cancellation provision) with its existing landlord at its facility on the East
Side of New York City. Three classrooms and two sales offices were retained in
the space. The Company is exploring the availability of more permanent space in
the same vicinity.
The major cause for much of the deterioration in gross profit for services
revenue in Fiscal 2003 was excess capacity - both in facility and personnel.
These were addressed by management during the year through two significant
workforce reductions, the elimination and consolidation of office facilities and
the closing or downsizing of training facilities.
Through a series of workforce reductions during Fiscal 2003, the employee
count in the training and consulting segment was reduced by a total of 60 staff
members. Thirty-three were consultants and/or trainers and twenty-seven were
sales and administrative staff. Many support functions were combined in this
segment and some were eliminated. Excess training and consulting capacity was
reduced and a variable cost model was introduced to provide more flexibility in
managing fluctuations in revenue delivery.
The following chart summarize the annual run rate savings in both facility
and personnel expenses from the beginning of Fiscal 2003 to the beginning of
Fiscal 2004 for the training and consulting segment. For purposes of calculating
the labor savings, a 20% burden rate of annual salaries (employer taxes and
benefits) was assumed. Also, only the salaries of employees who were no longer
with the Company as of December 1, 2003, but were employed at the beginning of
Fiscal 2003 were included. The Company does not expect to fill these positions
that are vacant as of December 1, 2003 during the Fiscal 2004 year. Therefore,
the following chart reflects no Fiscal 2004 personnel costs related to the
eliminated positions.
As of As of Annual
December 1, 2002 December 1, 2003 Savings
---------------- ---------------- -------------
Annual rent expense $1,218,000 $312,000 $ 906,000
Facility expenses 170,000 18,000 152,000
Consultant/trainer
salaries 2,628,000 - 2,628,000
Administrative and
sales salaries 1,368,000 - 1,368,000
---------- --------- ----------
Totals $5,384,000 $330,000 $5,054,000
========== ======== ==========
It should be noted that the Company began realizing some of the annual
labor savings during Fiscal 2003 as a result of the ongoing personnel
reductions during the year.
Based upon these savings, the Company significantly reduced its monthly
fixed cost burn rate and allowed the business time to recover from the past
several years of poor operating performance, while at the same time reducing the
monthly breakeven point and allowing for profitability at much lower revenue
levels. Now the financial leverage shifts in favor of the Company. When, and if,
revenues increase, more profit is attainable due to the fact that the fixed cost
component has been drastically reduced and a larger portion of the delivery
expense will be variable in nature. However, if sales increase significantly in
the short term, the Company risks having insufficient resources to deliver
services due to reduced manpower and facility capacity. The Company would need
to contract for part-time consultants and acquire additional space through
short-term rentals in order to meet client demand which is possible but would be
more expensive to implement.
Selling expense decreased by $737,000 (30%) in Fiscal 2003 as compared to
the previous year. Personnel expense (salaries, bonuses, commissions and payroll
burden) decrease of $562,000 was the biggest component of the reduction. There
were less sales and marketing staff during Fiscal 2003 as non-productive sales
representatives were terminated during the year. There were also less
commissions and bonuses paid due to the lower revenue and profit in Fiscal 2003
($68,000). Advertising expense decreased by $115,000 due primarily to the
elimination of the production and distribution of a public training schedule for
CALC/Canterbury.
General and administrative expense was reduced by $1,151,000 (19%) due
primarily to significant reductions in administrative and support staff as part
of the workforce reduction discussed previously ($631,000). Other major cost
reductions in Fiscal 2003 which contributed to the overall decrease were: bad
debt expense ($237,000); equipment rental ($111,000); public company expense
($96,000) and phone expense ($57,000).
Interest income decreased by $183,000 (28%) in Fiscal 2003 as compared to
the previous year. The prepayment of the note receivable from the sale of
a former subsidiary in September 2003 and the $500,000 reduction in the demand
note and accompanying reduction in the interest rate with a related party were
the primary reasons for the decrease. Total notes receivable decreased by
approximately $3,200,000 during the year.
Interest expense was reduced by $74,000 (37%) in Fiscal 2003 versus Fiscal
2002. Reduced borrowings on the revolving line of credit and the payoff of the
remaining term debt ($800,000) with the primary lender were the major reasons
for the reduction.
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.
The Company recorded a total of $1,175,000 of goodwill impairment in our
training and consulting segment ($675,000 for MSI/Canterbury and $500,000 for
Usertech/Canterbury) at November 30, 2003. The economic downturn which
MSI/Canterbury experienced in
2002 continued and worsened in 2003. Revenues and operating income declined for
the third year in a row. Usertech/Canterbury also experienced a significant
operating decline in Fiscal 2003. The President of the Usertech subsidiary was
terminated for major breaches of his Employment Agreement. Due to the failure of
the President to fulfill the obligations of his Employment Agreement, many
projects that were anticipated to be delivered during the year based on
projections were not consummated. There were several rounds of layoffs as well
as a decline of business that are attributable to the failure of the President
to perform under the terms of his Employment Agreement. The fair value of
MSI/Canterbury and Usertech/Canterbury were estimated based upon our recent
earnings history and our future earnings expectations for these businesses as of
November 30, 2003.
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.
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. 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.
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 earnings expectations. 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 $3,788,000 and
$1,883,000 as of November 30, 2003 and 2002, respectively. The valuation
allowance was increased as of November 30, 2003 and 2002 due to the Company
falling short of budgeted 2003 and 2002 revenues and earnings and the resulting
changes in our earnings forecasts for Fiscal 2004 and beyond. This resulted in a
$763,000 expense in Fiscal 2003 and a $642,000 expense in Fiscal 2002 related to
an adjustment to our beginning of the year estimate for the valuation allowance.
At November 30, 2003, the Company had loss carryforwards of $9,610,000 for
federal income tax reporting purposes and $14,315,000 for state income tax
reporting purposes. Future expiration dates of federal loss carryforwards are as
follows: $835,000 in 2007, $3,665,000 in 2012, $335,000 in 2021 and $1,715,000
in 2022 and $3,060,000 in 2023. State loss carryforwards expire between 2007 and
2010.
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 2002 Compared to Fiscal 2001
- -----------------------------------
Revenues
All amounts discussed in this section pertain to continuing operations.
Overall revenues increased by $2,464,000 (8%) 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.
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.
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 $3,518,000 (18%) 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 increased by $45,000 (2%) in Fiscal 2002 versus 2001. This
increase 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. 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 increased by $133,000 (2%) 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. 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, voluntarily
reduced their present salaries by 8%. This is in line with a previously
instituted 8% salary reduction at one of the Company's largest subsidiaries. The
corporate management team continues to receive its reduced rate of pay as of the
date of this filing.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -----------------------------------------------------------------------
We are not exposed to market risk from changes in interest
rates. Currently, we have $900,000 invested in short term
certificates of deposit and $300,000 invested in a municipal bond
mutual fund. We account for these investments in accordance with SFAS
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." These investments are treated as available-for-sale
under SFAS No. 115. The carrying value of these investments
approximates fair market value.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------------------------------------------------------
The financial statements and supplementary data are as set forth in the
Index on page 31.
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.
ITEM 9A. CONTROLS AND PROCEDURES
- --------------------------------
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/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/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.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ----------------------------------------------------------------------------
The directors, executive officers and control persons of the Company
as of November 30, 2003 were as follows:
Director Principal
Name Age Since Occupation
- - -------------------------------------------------------------------------
Stanton M. Pikus 63 1981 Chairman of the Board of
Directors
Kevin J. McAndrew 45 1990 President, Chief
Executive Officer,
Chief Financial Officer,
and Treasurer
Jean Zwerlein Pikus 50 1984 Vice President,
Secretary
Alan B. Manin(1)(2)(4) 66 1981 President, Atlantis,
Inc.
Stephen M. Vineberg(1)(2)(3)(5) 62 1988 President, CMQ, Inc.
Paul L. Shapiro(1)(2)(3)(4) 52 1992 Manager, McKesson Drug Co.
Frank A. Cappiello(1)(4)(6)(7) 77 1995 Managing Director of
Montgomery Brothers,
Cappiello, L.L.C.
Independent Board of Directors Member
(1) Independent Board of Directors Member
(2) Member of the Compensation Committee of the Board of Directors.
(3) Member of the Audit Committee of the Board of Directors.
(4) Member of the Corporate Governance and Nominating Committee of the Board of
Directors
(5) Chairman and Member of the Corporate Governance and Nominating Committee of
the Board of Directors
(6) Chairman and Member of the Audit and Compensation Committees of the Board of
Directors.
(7) Financial expert of the Audit Committee of the Board of Directors.
BIOGRAPHIES OF THE NOMINEES FOR DIRECTORS
- -----------------------------------------
KEVIN J. McANDREW, President, Chief Executive Officer, Chief Financial
Officer and Treasurer, has been with the Company since June 1987. He has been a
Director since 1990. He has held the positions of Chief Operating Officer;
Executive Vice President, and Vice President of Finance during his employment
with Canterbury. 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 a 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 26 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. Mr. Cappiello's background in
economics is extensive. For more than 12 years, he was chief investment officer
for an insurance holding company with overall responsibility for managing assets
of $800 million. Prior to that, Mr. Cappiello was research director of a major
stock brokerage firm. Subsequently, he was president of an investment counseling
firm, McCullough, Andrews & Cappiello, Inc., providing asset management to
individual and institutional investors. Mr. Cappiello is currently Chairman and
a Managing Director of Montgomery Brothers, Cappiello, LLC, an investment
advisor with offices in Washington, D.C. and New York. Mr. Cappiello was a
regular panelist on the award winning television program Wall $treet Week With
Louis Rukeyser, where he was a member of its Hall of Fame since 1991. He
continues his panelist role on Louis Rukeyser's Wall Street on CNBC. He is also
a frequent guest on CNN as well asCNBC. He is the author of four books,
including Finding the Next Superstock. Mr. Cappiello is a graduate of the
University of Notre Dame and Harvard University's Graduate School of Business
Administration.
Mr. Cappiello serves as the Chairman of the Compensation Committee and the
Chairman of the Audit Committee and is the financial expert of the
Audit Committee of the Board of Directors. He is also a member of the Corporate
Governance and Nominating Committee. In performing these duties Mr. Cappiello
operates independent from the management of the Company. Messrs. Shapiro and
Vineberg serve on the Audit Committee, the Compensation Committee and the
Corporate Governance and Nominating Committee as Independent Directors. Mr.
Vineberg is the Chairman of the Corporate Governance and Nominating Committee.
Mr. Manin is a member of the Compensation and Corporate Governance and
Nominating Committees as an Independent Director.
AUDIT COMMITTEE
The Audit Committee assists the Board of Directors in fulfilling the Board's
oversight responsibility to the shareholders relating to the integrity of the
Company's financial statements, the Company's compliance with legal and
regulatory requirements, the qualifications, independence and performance of the
Company's independent auditor and the performance of the internal audit
function. The Audit Committee is directly responsible for the appointment,
compensation, retention and oversight of the work of the independent auditor
engaged for the purpose of preparing or issuing an audit report or performing
other audit, review or attestation services for the Corporation.
The Board of Directors adopted a written charter for the Audit
Committee which was included as an exhibit to the Proxy Statement filed
with the Securities and Exchange Commission on October 4, 2001 for the
fiscal year ended November 30, 2000. The Audit Committee re-examined and
revised its charter in 2003, in light of the expanded responsibilities
imposed under the Sarbanes-Oxley Act of 2002 and related SEC rules. The
Audit Committee submitted the amended charter to the Board of Directors for
approval and the approved, amended charter was filed with the SEC on
October 24, 2003 as Appendix A to the Definitive Proxy Statement and is
available on the internet directly from the Securities and Exchange
Commission's website (www.sec.gov) or upon written request to the
Canterbury Investor Relations Department at the address listed below.
The members of the Audit Committee are Frank Cappiello, Chairman, Stephen
Vineberg and Paul Shapiro, all of whom the Board in its business judgment has
determined are independent as defined by SEC regulations and Nasdaq's listing
standards. The Board of Directors also has determined that all of the members
of the Audit Committee have sufficient knowledge in financial and auditing
matters to serve on the Audit Committee and that Frank Cappiello qualifies as
an audit committee financial expert as defined by SEC regulations.
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
The Company has adopted a Code of Ethics for Senior Financial Officers. A
copy of this document can be obtained upon written request to Canterbury's
Investor Relations Department at 352 Stokes Road, Suite 200, Medford, NJ
08055.
ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------
CASH COMPENSATION
- ------------------
The Company had 78 full-time employees as of November 30, 2003.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Award Payouts
----------------------------- -------------------------------------------
Other Securities All other
Name and Annual Restricted Underlying Compen-
Principal Salary Bonus Compen- Stock Options/ LTIP sation
Position Year ($) ($) sation($) Award($) SAR(#)* Payouts($) ($)
- - ------------------------------------------------------------------------------------------------
Stanton M. Pikus 2003 $233,000 $30,000(1) $- $15,000 - $- $-
Chairman 2002 247,000 - - - - - -
2001 254,000 - - - 25,001 - -
Kevin J. McAndrew 2003 $233,000 $20,000(1) $- $15,000 - $- $-
President, Chief 2002 247,000 - - - - - -
Executive Officer, and 2001 218,000 - - - 21,429 - -
Chief Financial Officer
Jean Z. Pikus 2003 $143,000 $11,700(1) $- $ 9,000 - $- $-
Vice President 2002 150,000 - - - - - -
2001 112,000 - - - 12,144 - -
(1) Awarded in Fiscal 2002 and paid in Fiscal 2003
No other Executive Officer received in excess of $100,000 in total annual
compensation for the three-year period.
There were no stock options granted to Executive Officers during Fiscal
2003.
+--------------------------------------------------------------------------------------+
| Number of Securities Value of Unexercised |
| Underlying Unexercised In-The-Money Options |
| Options at Year End at Year End 2003 |
| 2003 (#) ($) |
| Name Exercisable Unexercisable Exercisable Unexercisable |
|---------------------+-------------+---------------+------------+---------------------+
| | | | | |
| Stanton M. Pikus | 73,575 | 0 | $0 | $0 |
|-------------------- +-------------+---------------+------------+---------------------+
| Kevin J. McAndrew | 57,146 | 0 | $0 | $0 |
|---------------------+-------------+---------------+------------+---------------------+
| Jean Z. Pikus | 33,289 | 0 | $0 | $0 |
|-------------------- +-------------+---------------+------------+---------------------+
Option holders have five years from the date of grant to exercise any or
all of their options, and upon leaving Canterbury the option holders must
exercise within 30 days or lose their options. These options exercise into
Canterbury restricted common shares of company stock.
The Company executed employment agreements dated June 1, 2001 between the
Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton M. Pikus.
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 prior 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.
On March 1, 2003 Canterbury's corporate management team, inclusive of the
Chairman, President and Vice President, voluntarily reduced their present
salaries by 8%. This is in line with a previously instituted 8% salary
reduction at one of the Company's largest subsidiaries. On August 18, 2003, on
the recommendation of Mr. Frank Cappiello, the Chairman of the Compensation
Committee of the Board of Directors, the Chairman, President and Vice President
agreed to continue their voluntary 8% salary cuts through November 30, 2003
even though they have employment contracts in place. In lieu of the cash lost
they were offered a block of restricted common stock on which they must be
personally responsible for the applicable federal and state income taxes. Due
to the restrictions on the sale of the stock, the stock was valued at 50% of
the closing price on Nasdaq on the day prior to this Board Resolution and its
acceptance by the three aforementioned individuals. Due to this discount, the
Company has agreed with Nasdaq's requirement to "lock-up" these 103,338 shares
until the shareholders have given their approval to the issuance. They cannot
be sold, voted or be entitled to dividends until that time. However, if at any
time prior to the issuance of the aforementioned Proxy, 51,669 of the 103,338
shares are returned to the Company, then no Proxy or shareholder approval will
be required, and this matter will be resolved. Or in the alternative, if the
51,669 shares are paid for at the higher of the closing bid price at the date
of issuance or the closing bid price on December 16, 2003, then this matter
will also be resolved and no Proxy or shareholder approval will be required. A
charge of $77,000 was made during the third quarter to reflect the cost of this
stock. The corporate management team continues to receive its reduced rate of
cash pay as of the date of this filing.
COMPENSATION PURSUANT TO PLAN
The following qualified and non-qualified stock options were granted
at 100% of the market value on date of grant to executive officers and
directors of the Company as of February 19, 2003.
Name of Individual Capacity in Which Served Date Granted Exercise Price Options
- - ----------------------------------------------------------------------------------------------
Stanton M. Pikus Chairman of the Board of 8/27/99 $10.92 5,715
Directors 11/4/99 $16.80 14,286
8/2/00 $21.00 3,572
11/28/00 $19.46 10,715(1)
1/9/01 $10.50 10,715(1)
11/12/01 $4.83 14,286(1)
- - ----------------------------------------------------------------------------------------------
Kevin J. McAndrew President, Chief Executive 8/27/99 $10.92 4,286
Officer, Chief Financial 11/4/99 $16.80 10,715
Officer, Treasurer, Director 8/2/00 $21.00 2,858
11/28/00 $19.46 7,143(1)
1/9/01 $10.50 7,143(1)
11/12/01 $4.83 14,286(1)
- - ----------------------------------------------------------------------------------------------
Jean Z. Pikus Vice President, Secretary, 8/27/99 $10.92 2,572
Director 11/4/99 $16.80 6,429
8/2/00 $21.00 2,143
11/28/00 $19.46 3,572(1)
1/9/01 $10.50 3,572(1)
11/12/01 $4.83 8,572(1)
- - ----------------------------------------------------------------------------------------------
Alan Manin Director 8/27/99 $10.92 1,000
11/4/99 $16.80 2,500
1/11/00 $25.70 1,429
8/2/00 $21.00 715
11/12/01 $4.83 2,858
08/18/03 $.75 10,000
- - ----------------------------------------------------------------------------------------------
Stephen Vineberg Director 8/27/99 $10.92 1,000
11/4/99 $16.80 2,500
8/2/00 $21.00 715
11/12/01 $4.83 2,858
08/18/03 $.75 10,000
- - ----------------------------------------------------------------------------------------------
Paul Shapiro Director 8/27/99 $10.92 1,000
11/4/99 $16.80 2,500
8/2/00 $21.00 715
11/12/01 $4.83 2,858
08/18/03 $.75 10,000
- - ----------------------------------------------------------------------------------------------
Frank Cappiello Director 8/27/99 $10.92 2,000
11/4/99 $16.80 5,000
8/2/00 $21.00 1,786
11/12/01 $4.83 5,715
08/18/03 $.75 20,000
- - ----------------------------------------------------------------------------------------------
(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
- --------------------
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.
50,000 Company stock options were issued at 100% of market value to all
Directors who are not otherwise salaried employees on August 18, 2003. These
options had an estimated Black-Scholes value of $25,000 at date of grant.
Stock Options are delineated in the Compensation Pursuant To Plan table in
Item 11.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
- --------------------------------------------------------------
Due to a significant breach of his Employment Agreement, the President
of Usertech/Canterbury was terminated from his employment on March 18,
2003. Accordingly, Canterbury ceased paying the balance of compensation
due to the President of Usertech under this Employment Agreement which
exceeded $700,000. When Canterbury purchased Usertech from Ceridian
Corporation, Canterbury was led to believe that this President was
essential to the continued success of the company. Ceridian failed to
disclose that this President played an active role with a vendor of
Ceridian which was not only a conflict, but in essence, precluded this
President from giving his undivided attention to Usertech. Thus,
Canterbury is holding Ceridian Corporation liable for the undisclosed
actions of the President, misrepresentations in the acquisition of Usertech
and other claims related to Canterbury's purchase of Usertech and
consummation of an Employment Agreement with this President. It has not
yet been determined if any claims will be brought against any other
individuals or other entities related to the claims arising from
Canterbury's acquisition of Usertech and employment of the president.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- ------------------------------------------------------------
No member of the Compensation Committee is a current officer or has been
an officer of the Company or any of its subsidiaries during the past six years.
In addition, there are no compensation committee interlocks with other entities
with respect to any such member.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ---------------------------------------------------------------------------
(A)(B) The following table sets forth as of February 19, 2004 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. Addresses for the
individuals listed below are c/o Canterbury Consulting Group, Inc. at
352 Stokes Road, Suite 200, Medford, NJ 08055:
Amount and Nature of Beneficial Ownership
Shares Shares Acquirable Shares Acquirable % Owned of
Name of Currently Within 60 Days By Within 60 Days By Company's
Beneficial Owner Owned Option Exercise Note Conversion Shares
- - --------------------------------------------------------------------------------
Stanton M. Pikus (1)(2) 220,493 59,289 100,000 13.98%
Kevin J. McAndrew 112,355 46,431 100,000 9.52%
Jean Zwerlein Pikus (1) 68,737 26,860 - 3.52%
Alan Manin (3) 29,152 18,502 100,000 5.43%
Stephen M. Vineberg 15,519 17,073 - 1.20%
Paul L. Shapiro 3,668 17,073 - .76%
Frank A. Cappiello 45,953 34,501 100,000 6.64%
-------- ------- ------ -----
- - -----------------------
All Officers, Directors
and 5% Stockholders as
a group (7 in number) 495,877 219,729 400,000 41.06%
========= ======== ======= =======
- - -----------------------------------------------------------------------------------
Stock Options are delineated in the Compensation Pursuant To Plan table
in Item 11.
(1) 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.
(2) 10,288 shares of Canterbury common stock owned in the name of Matthew Zane
Pikus Trust are included in Stanton M. Pikus' shares currently owned total.
(3) 10,462 shares owned by Atlantis Family L.C. of which Mr. Manin is the sole
beneficiary, are included in his total.
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) 295,599 $8.95 144,878
Equity compensation
plans not approved by
security holders(2) 23,002 $6.32 --
--------- ----- -------
Total 318,601 $8.76 144,878
========= ===== ========
(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 12 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 issued between March 7, 2002 and
May 23, 2002.
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 a $1,000,000 key-person life insurance policy
on the President of USC/Canterbury Corp., Patricia Bednarik.
During Fiscal 2001, certain officers and directors of the Company purchased
a 33% stock ownership in a corporation that was previously a subsidiary of the
Company prior to the November 1996 sale by the Company of its 100% stock
ownership in this corporation to an outside group. The Company holds note
receivables in the amount of $3,760,098 from this corporation of which
$3,636,000 pertains to notes originating on the November 1996 date of sale (see
Note 4). The Company maintained the same level of security interest protection
and the same debt amortization schedule. The Company earned $322,000, $395,000
and $408,000 of interest income from these notes in Fiscal 2003, 2002 and 2001,
respectively. During the fourth quarter of Fiscal 2003, a 22% owner of this
corporation passed away. After his death, that corporation purchased and retired
his shares from his estate. As a result of this purchase and retirement of his
shares, certain officers and directors of the Company now own 44% of this
corporation.
At November 30, 2003 and 2002, the total notes receivable plus accrued
interest for issuances of Company common stock to corporate officers, corporate
counsel and certain consultants totaled $3,595,000 and $3,641,000, respectively.
These non-recourse notes are collateralized by common stock of the Company and
are reported as a contra-equity account. Interest rates range from 4% to 6.6%.
Prior to July 17, 2002, $1,739,000 of these notes were recourse notes.
On July 17, 2002 the Compensation Committee recommended, and the Board of
Directors approved a modification of the April 10, 2001 and the May 16, 2001
notes. The notes became non-recourse as to principal and interest as of
September 1, 2002 with the issued shares continuing to collateralize the notes.
All accrued interest on the notes as of September 1, 2002 has been paid to the
Company. Principal and interest must be paid by 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 then current low prices. Also by reducing the term of the notes the
Compensation Committee believed that management would have a further inducement
to accelerate their efforts to increase shareholder value or risk the loss of
their shares.
On June 3, 2003 the Board of Directors of Canterbury approved a private
placement for the Company in the form of a 7 3/4% Senior Convertible Promissory
Note which was overwhelmingly ratified by 95.21% of the shareholders who voted
on the proposal on November 24, 2003. The net proceeds of this private placement
were used for working capital to operate the Company in order to offset the
operating cash flow shortfall in the fourth quarter of Fiscal 2002, and the
first quarter of Fiscal 2003, and to partially replace the $1,000,000 reduction
in the Company's credit facility by its bank which occurred in the first quarter
of Fiscal 2003. This note is convertible into Canterbury restricted common stock
at $.355 per share. The notes, if not converted into restricted common stock
before then, mature in 36 months and the entire loan amount of $355,000 must be
repaid at that time. The ten convertible note units represent total potential
dilution of one million shares if all of the notes are converted into common
stock. Ten units at $35,500 each were sold. Four units were purchased by
affiliates of the Company and six units were purchased by non-affiliates. This
debt is subordinate to all current and future bank debt, but is senior to all
other current and future Company indebtedness.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
- ------------------------------------------------
Fees of Independent Public Accountants
Audit Fees
- -----------
The aggregate fees billed by Baratz & Associates, P.A. for professional
services rendered for the audit of the Company's annual financial statements
for the fiscal years ended November 30, 2003 and 2002, and for the review of
the financial statements included in the Company's Quarterly Reports on Form
10-Q, and services that are normally provided in connection with statutory and
regulatory filings and engagements, for those fiscal years were $83,500 for
2003 and $73,000 for 2002.
Audit Related Fees
- -------------------
The aggregate fees billed by Baratz & Associates, P.A for professional
services for assurance and related services that are reasonably related to the
performance of the audit or review of the Company's financial statements and
not reported under the heading "Audit Fees" above for the fiscal years ended
November 30, 2003 and November 30, 2002 were $500 and $0, respectively. During
2003, these services included proxy disclosure review. The aggregate fees
billed for professional services rendered by Ernst & Young for the review of
information contained in the Form 10-K for the fiscal year ended November 30,
2002 and for the re-issuance of their audit report for the Form 10-K for the
fiscal year ended November 30, 2000 were $7,500
Tax Fees
- --------
The aggregate fees billed by Baratz & Associates, P.A for professional
services for tax compliance, tax advice and tax planning for the fiscal years
ended November 30, 2003 and November 30, 2002 were $24,000 and $23,000,
respectively. During 2003 and 2002, these services generally included federal
and state tax return preparation services.
All Other Fees
- --------------
There were no additional aggregate fees billed by Baratz & Associates, P.A
for other services rendered to the Company for the fiscal years ended November
30, 2003 and 2002.
Pre-Approved Services
- ----------------------
All audit related services, tax services and other services were pre-
approved by the Audit Committee, which concluded that the provision of such
services by Baratz & Associates, P.A was compatible with the maintenance of
that firms' independence in the conduct of their auditing functions. The Audit
Committee's Charter provides for pre-approval of audit, audit-related and tax
services. The Charter authorizes the Audit Committee to delegate to one or more
of its members pre-approval authority with respect to permitted services.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- ---------------------------------------------------------------------------
Consolidated Financial Statements filed here include: Balance Sheets at
November 30, 2003 and 2002 and Statements of Operations, Stockholders' Equity
and Cash Flows for the years ended November 30, 2003, 2002, and 2001. 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, 2003 and 2002 F- 3
Consolidated Statements of Operations - Years ended November 30, 2003,
2002, and 2001 F- 5
Consolidated Statements of Stockholders' Equity/Years
ended November 30, 2003, 2002, and 2001 F- 7
Consolidated Statements of Cash Flows - Years ended November 30, 2003,
2002, and 2001 F- 8
Notes to Consolidated Financial Statements F- 10
Valuation and Qualifying Accounts F- 25
Certain of the exhibits to this Annual Report are hereby incorporated by
reference, as specified:
Exhibit No. Description
- ------------------------------------------------------------------------------
3(a) Articles of Incorporation of Canterbury Press, Inc (incorporated by
reference from the like-numbered exhibit to Form S-3 Registration
Statement, SEC. File No. 33-77066 filed on March 30, 1994)
3(b) By-Laws of the Registrant (incorporated by reference from the like-
numbered exhibit to Form S-3 Registration Statement, SEC. File No. 33-
77066 filed on March 30, 1994)
3(c) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Education Services, Inc. (incorporated by reference
from the like-numbered exhibit to Form S-3 Registration Statement,
SEC. File No. 33-77066 filed on March 30, 1994)
3(d) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Corporate Services, Inc. (incorporated by reference
from the like-numbered exhibit to Form S-3 Registration Statement,
SEC. File No. 33-77066 filed on March 30, 1994)
3(e) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Information Technology, Inc. (incorporated by
reference from the Annual Report and Definitive Proxy Materials filed
with the SEC on May 2, 1997)
3(f) Certificate of Amendment to Articles of Incorporation changing the
name to Canterbury Consulting Group, Inc incorporated by reference
from the Annual Report and Definitive Proxy Materials filed with the
SEC on March 6, 2001
10.1 Asset Purchase Agreement between Ceridian Corporation and the
Registrant (incorporated by reference from Exhibit 99.4 of Form 8-K
filed with the SEC on October 11, 2001)
10.2 Kevin J. McAndrew's Employment Agreement (incorporated by reference
from Exhibit 99.13 to Form 8-K filed with the SEC on June 11, 2001)
10.3 Stanton M. Pikus' Employment Agreement (incorporated by reference from
Exhibit 99.13 to Form 8-K filed with the SEC on June 11, 2001)
21 Subsidiaries of Registrant (filed herewith)
31.2 Rule 13a-14(a) Certification pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 (filed herewith).
32 Certifications pursuant to 18 U.S.C. Section 1330, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Reports on Form 8-K filed during the last quarter of the period covered by this
report are as follows:
None
SIGNATURES
-----------
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Canterbury Consulting Group, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
CANTERBURY CONSULTING GROUP, INC.
---------------------------------
Dated: 2/27/04 By /s/ Kevin J. McAndrew
------- ---------------------
Kevin J. McAndrew, President; Chief Executive Officer;
Treasurer
Dated: 2/27/04 By /s/ Kevin J. McAndrew
------- ---------------------
Kevin J. McAndrew, Chief Financial Officer
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, this report has been signed on behalf of Canterbury
Consulting Group, Inc. and in the capacities and on the dates indicated.
Dated: 2/27/04 By /s/ Stanton M. Pikus
------- --------------------
Stanton M. Pikus, Director; Chairman of the Board of
Directors
Dated: 2/27/04 By /s/ Kevin J. McAndrew
------- ---------------------
Kevin J. McAndrew, President, Chief Executive Officer;
Executive Vice President; Chief Financial Officer;
Director
Dated: 2/27/04 By /s/ Jean Zwerlein Pikus
------- -----------------------
Jean Zwerlein Pikus, Vice President - Operations;
Secretary; Director
Dated: 2/27/04 By /s/ Alan Manin
------- --------------
Alan Manin, Director
Dated: 2/27/04 By /s/ Stephen M. Vineberg
------- ---------------------
Stephen M. Vineberg, Director
Dated: 2/27/04 By /s/ Paul L. Shapiro
------- -------------------
Paul L. Shapiro, Director
Dated: 2/27/04 By /s/ Frank A. Cappiello
------- ---------------------
Frank A. Cappiello, Director
Canterbury Consulting Group, Inc. - FORM 10-K 2003
Report of Independent Auditors - 2003, 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, 2003 and 2002, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended November 30, 2003. Our audits also
included the financial statement schedule listed in the Index at Item 15. These
financial statements and schedule 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, 2003 and 2002, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended November 30, 2003, 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 3, 2004
except for the first paragraph of Note 8, as to which the date is
February 19, 2004
F-1
CONSOLIDATED BALANCE SHEETS
November 30, 2003 and 2002
ASSETS
2003 2002
---- ----
Current Assets:
Cash and cash equivalents $1,385,824 $395,477
Marketable securities 300,000 -
Accounts receivable, net
of allowance for doubtful
accounts of $271,000
and $383,000 2,477,060 2,850,934
Notes receivable -
current portion 287,845 492,377
Prepaid expenses and
other assets 93,311 321,826
Inventory, principally
finished goods, at cost 92,599 173,118
Deferred tax assets - 272,660
----------- ----------
Total Current Assets 4,636,639 4,506,392
Property and equipment at cost,
net of accumulated depreciation
of $1,093,000 and $1,349,000 604,449 885,302
Goodwill 2,433,381 3,608,381
Deferred tax assets 759,000 951,525
Notes receivable 3,472,253 6,474,266
Other assets 32,821 206,910
----------- ----------
Total Assets $11,938,543 $16,632,776
=========== ===========
Continued
See Accompanying Notes
F-2
CONSOLIDATED BALANCE SHEETS
November 30, 2003 and 2002
Continued
LIABILITIES AND STOCKHOLDERS' EQUITY
2003 2002
---------- --------
Current Liabilities:
Accounts payable - trade $ 963,588 $ 618,124
Accrued expenses 532,597 821,298
Unearned revenue 470,107 892,249
Current portion, long-term debt 889,490 882,880
---------- ---------
Total Current Liabilities 2,855,782 3,214,551
Long-term debt 62,934 1,209,625
Subordinated convertible debt 355,000 -
---------- ---------
Total Liabilities 3,273,716 4,424,176
---------- ---------
Commitments and Contingencies
Stockholders' Equity:
Common stock, $.001 par value,
50,000,000 shares authorized;
2,097,251 and 1,732,959 issued
and outstanding 2,097 1,733
Additional paid-in capital 24,248,039 23,782,498
Accumulated deficit (11,989,817) (7,934,823)
Notes receivable for common
stock - related parties (3,595,492) (3,640,808)
---------- ---------
Total Stockholders' Equity 8,664,827 12,208,600
---------- ---------
Total Liabilities and
Stockholders' Equity $11,938,543 $16,632,776
=========== ===========
See Accompanying Notes
F-3
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended November 30, 2003, 2002 and 2001
2003 2002 2001
---- ---- ----
Service revenue $10,476,835 $15,543,062 $11,143,355
Product revenue 11,907,459 14,489,585 16,425,632
----------- ----------- -----------
Total net revenue 22,384,294 30,032,647 27,568,987
Service costs and expenses 7,934,227 10,656,433 6,816,328
Product costs and expenses 10,609,910 12,571,259 12,892,888
----------- ----------- -----------
Total costs and expenses 18,544,137 23,227,692 19,709,216
Gross profit 3,840,157 6,804,955 7,859,771
----------- ----------- -----------
Selling 1,761,477 2,498,163 2,452,170
General and administrative 4,816,105 5,967,299 5,833,718
Goodwill impairment 1,175,000 583,723 5,957,753
----------- ----------- -----------
Total operating expenses 7,752,582 9,049,185 14,243,641
Other income/(expenses)
Interest income 463,856 646,845 689,723
Interest expense (125,422) (198,725) (185,235)
Other (16,498) 89,336 (251,538)
Investment impairment - - (2,637,285)
----------- ----------- -----------
Total other income/(expenses) 321,936 537,456 (2,384,335)
Loss from continuing operations
before income taxes and
cumulative effect of change
in accounting principle (3,590,489) (1,706,774) (8,768,205)
Provision (benefit) for income
taxes 476,324 237,188 (2,020,328)
----------- ----------- -----------
Loss from continuing operations
before cumulative effect of
change in accounting
principle (4,066,813) (1,943,962) (6,747,877)
Income (loss) from discontinued
operations (net of income
taxes of $6,089, $9,012 and
$(59,548)) 11,819 (73,889) (198,890)
Cumulative effect of change in
accounting principle - - (213,088)
----------- ----------- -----------
Net loss $(4,054,994) $(2,017,851) $(7,159,855)
============ ============ ============
See Accompanying Notes
F-4
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended November 30, 2003, 2002 and 2001
Continued
2003 2002 2001
---- ---- ----
Net (loss) income per share
and common share equivalents
Basic and diluted:
Loss from continuing
operations before
cumulative effect of
change in accounting
principle $(2.17) $(1.12) $(4.01)
Income (loss) from
discontinued operations .01 (.04) (.12)
Cumulative effect of
change in accounting
principle - - (.12)
-------- ------- -------
Net loss $(2.16) $(1.16) $(4.25)
====== ====== ======
Weighted average number
of common shares -
basic and diluted 1,876,300 1,742,500 1,682,800
========= ========= =========
See Accompanying Notes
F-5
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended November 30, 2003, 2002 and 2001
(Accumulated Accumulated Note Total
Common Common Additional Deficit) Other Receivable Stock-
Stock Stock Paid-in Retained Treasury Comprehensive for Common holders'
Shares Amount Capital Earnings Stock Income/(loss) Stock Equity
- --------------------------------------------------------------------------------------------------------------------------
Balance, November 30,
2000 1,526,531 $1,526 $22,465,890 $1,242,883 $(407,300) $779,244 $(2,002,142) $22,080,101
Net loss for the year
ended November 30, 2001 (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 for the year
ended November 30,2002 (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 57,201
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
========= ====== =========== ============ ========== ============ =========== ===========
Net loss for the year ended
November 30,2003 (4,054,994) (4,054,994)
401(k) Company match 115,950 116 210,914 211,030
Issuance of common stock to
officers in lieu of
salary 103,342 103 77,536 77,639
Issuance of common stock to
consultants for services 145,000 145 154,870 155,015
Issuance of stock options to
consultants 22,221 22,221
Receipt of accrued interest on
notes receivable 45,316 45,316
--------- ------ ----------- ------------ ---------- ------------ ----------- -----------
Balance, November 30,
2003 2,097,251 $2,097 $24,248,039$(11,989,817) $ - $ - $(3,595,492) $8,664,827
========= ====== =========== ============ ========== ============ =========== ===========
F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended November 30, 2003, 2002 and 2001
2003 2002 2001
----- ----- ------
Operating activities:
Net loss $(4,054,994) $(2,017,851) $(7,159,855)
Adjustments to reconcile net
loss to net cash provided
by operating activities:
Depreciation and amortization 370,088 485,924 969,959
Provision for losses on
accounts receivable (111,765) 130,887 433,214
Goodwill impairment 1,175,000 583,723 5,957,753
Investment impairment - - 2,562,284
Deferred income taxes 465,185 323,000 (2,162,905)
Loss on sale of land and
disposal of assets 38,513 - 326,176
401(k) contributions issued
in stock 211,030 82,099 83,363
Receipt of stock for services - - (793,240)
Issuance of common stock to
consultants for services 155,015 - -
Issuance of common stock to
officers in lieu of salary 77,639 - -
Changes in operating assets,
net of acquisitions
Accounts receivable 485,639 2,640,644 1,221,448
Inventory 80,519 653,733 (624,820)
Prepaid expenses and other assets 228,515 (75,725) 495,255
Other assets - non current 174,089 637 288,337
Income taxes - (18,540) (111,293)
Accounts payable 345,464 (1,158,202) (501,120)
Accrued expenses (288,701) (193,004) (73,142)
Unearned revenue (422,142) (1,050,991) 1,029,565
----------- ------------ ---------
Net cash (used in)/provided by
operating activities (1,070,906) 386,334 1,940,979
----------- ------------ ---------
Investing activities:
Purchase of marketable securities (300,000) - -
Proceeds from sale of land - - 399,734
Cash paid for acquisition - - (2,350,334)
Capital expenditures, net (28,755) (55,284) (75,920)
Proceeds from payments on notes
receivable 3,206,545 459,129 405,064
Other - (29,500) -
----------- --------- ---------
Net cash provided by/(used in)
investing activities 2,877,790 374,345 (1,621,456)
----------- ---------- ---------
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 common
stock - related parties 45,316 48,724 -
Principal payments on long
term debt (1,216,853) (1,143,453) (3,540,152)
Proceeds from subordinated
convertible debt 355,000 - -
----------- ----------- ---------
Net cash used in financing
activities (816,537) (1,030,052) (540,152)
----------- ---------- ---------
Net increase/(decrease) in cash 990,347 (269,373) (220,629)
Cash, beginning of year 395,477 664,850 885,479
----------- ---------- ---------
Cash, end of year $ 1,385,824 $ 395,477 $ 664,850
============ ========== =========
Continued
See Accompanying Notes
F-7
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended November 30, 2003, 2002 and 2001 (Continued)
Supplemental schedule of noncash investing and financing activities:
In September 2003, the Company signed a $39,532 note payable in exchange for
new equipment.
In September 2003 the Company issued 145,000 shares of restricted common
stock to consultants for services performed in conjunction with the early payoff
of a long-term note receivable at fair market value.
In August 2003 the Company issued 103,338 shares of restricted common stock
to corporate officers in lieu of cash for services performed under their
respective Employment Agreements at fair market value.
In June 2003, the Company entered into a $37,242 capital lease obligation in
exchange for new equipment.
In February 2003 the Company issued 115,950 shares of restricted common
stock to its defined contribution plan to fulfill its matching contribution
requirement at fair market value.
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.
The income taxes paid for Fiscal 2003, 2002, and 2001 were as follows:
$17,100, $76,600, $194,300, respectively.
Interest paid during Fiscal 2003, 2002, and 2001 were as follows: $125,422,
$198,725, and $186,348, respectively.
F-7
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 five operating subsidiaries with offices located in New Jersey, New
York, Maryland, 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 * software development
* customized learning solutions * web development
for ERP and CRM * technical and desktop applications
* systems engineering and training
consulting * records and asset management systems
* management training programs * help desk and service center support
* hardware sales and 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-13.
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.
Marketable Securities
- ---------------------
At November 30, 2003, the Company held marketable securities comprised of a
$300,000 investment in a long-term tax-exempt bond fund. At November 30, 2003,
the Company's marketable securities were classified as available-for-sale and
were carried at fair market value. There were no unrealized gains or losses on
marketable securities for the year ended November 30, 2003.
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, 2003 and 2002. 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 cash flows 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 2003, 2002 and 2001, due to our net losses, all of our outstanding
options and convertible shares (see Notes 10 and 12) were excluded from the
diluted loss per share calculation because their inclusion would have been
anti-dilutive. The Company has convertible debt and stock options outstanding as
of November 30, 2003 that would have had a dilutive effect on earnings per share
had the Company generated a net income during the year ended November 30, 2003.
Shares issuable from these securities that could potentially dilute earnings per
share in the future that were not included in the computation for the year ended
November 30, 2003 because their effect was anti-dilutive due to the net loss
reported by the Company were as follows:
Shares issuable from subordinated convertible debt 1,000,000
Shares issuable from stock options 50,000
In addition, there were another 268,599 stock options outstanding at
November 30, 2003 with exercise prices above the average market price of Company
stock during the year ended November 30, 2003.
Reverse Stock Split
- -------------------
On January 24, 2003, the Company's Board of Directors approved a one for
seven reverse stock split of the Company's common shares. All share and per
share information contained in these financial statements gives retroactive
effect to the 1 for 7 reverse stock split.
Concentration of Risk
- ---------------------
The Company maintains cash balances at a creditworthy bank located in the
United States. Accounts at the institution are insured by the Federal Deposit
Insurance Corporation up to $100,000. The Company does not believe that it has
significant credit risk related to its cash balance.
The Company holds marketable securities in the form of mutual fund shares
with a highly reputable mutual fund company located in the United States.
As previously discussed, the Company is in the business of providing
management and information technology services and training. These services are
provided to a large number of customers in various industries in the United
States. The Company's trade accounts receivable are exposed to credit risk, but
the risk is limited due to the diversity of the customer base and the customers
wide geographic dispersion. The Company performs ongoing credit evaluations of
its customers' financial condition. The Company maintains reserves for potential
bad debt losses and such bad debt losses have been within the Company's
expectations.
Four of the five Canterbury operating subsidiaries are headquartered in the
Mid Atlantic and Northeast region of the country. As such, the majority of
revenues were generated in these two geographic regions.
For the year ended November 30, 2003, a significant number of local and
state agencies in Maryland purchased equipment under a contract with the City of
Baltimore from USC/Canterbury (Value Added Hardware Reseller Segment). Total
purchases under this contract represented 38% of this segment's revenue and 20%
of consolidated revenue. If this contract is not renegotiated or extended in
2004, USC/Canterbury would not have access to sell into the City of Baltimore. A
decision from the City is expected in March 2004. A second group of customers,
from a county in Virginia, accounted for 43% of the revenues in the reseller
segment and 23% of consolidated revenues for the year. 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 2004. Also
in this segment one vendor represented 54% of the product cost in this segment
and 31% of consolidated costs. Another major vendor represented 25% and 15% of
segment and consolidated costs and expenses, respectively.
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. 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. 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.
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
- ------------------
For the years ended November 30, 2003, 2002 and 2001, net comprehensive loss
amounted to $(4,054,994), ($2,017,851) and ($7,939,099), respectively.
Comprehensive loss consists of net 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. In general, as
the exercise price of all options granted under these plans is equal to the
market price of the underlying common stock on the grant date, no stock-based
employee compensation cost is recognized in net income (loss). The Company
discloses the pro forma net income and earnings per share effect as if the
Company had used the fair value method prescribed under SFAS No.123-Accounting
for Stock Based Compensation (see Note 12).
Restricted stock awards are charged to compensation expense based upon the
quoted market price of Company stock at date of grant under the intrinsic value
method of APB Opinion 25.
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 $2,550,000
Other current assets 129,000
Fixed assets, net 494,000
Deferred tax asset 28,000
Goodwill 1,316,000
---------
Total $4,517,000
==========
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 three operating segments and the corporate
office. The operating segments are: training and consulting, value added
hardware reseller, and software development. A fourth segment, technical
staffing, was discontinued during 2003. All historical information for the
technical staffing segment has been omitted from the segment presentation below.
Prior to the adoption of SFAS 142 for Fiscal 2002, the Company accounted for
goodwill and any related amortization expense or impairment charges at the
corporate level. For Fiscal 2003 and 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 Software
2003 Consulting Reseller Development Corporate Total
- ---- ---------- ----------- ------------ --------- -------------
Revenues $10,476,835 $11,734,717 $172,742 $ - $22,384,294
(Loss) income
before taxes (2,861,152) 520,843 (31,684) (1,218,496) (3,590,489)
Assets 4,091,650 1,548,136 41,739 6,257,018 11,938,543
Interest income 219 - - 463,637 463,856
Interest expense 64,051 1,078 2,671 57,622 125,422
Depreciation and
amortization 316,636 19,006 7,206 24,595 367,443
Training Value Added
and Hardware Software
2002 Consulting Reseller Development Corporate Total
- ---- ---------- ----------- ------------ --------- -------------
Revenues $15,543,062 $14,317,134 $172,451 $ - $30,032,647
(Loss) income
before taxes (1,243,897) 752,165 (24,612) (1,190,430) (1,706,774)
Assets 6,020,944 1,236,699 64,770 11,199,188 18,521,601
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 22,799 17,963 476,316
Training Value Added
and Hardware Software
2001 Consulting Reseller Development Corporate Total
- ---- ---------- ----------- ------------ --------- -------------
Revenues $11,143,355 $16,207,436 $218,196 $ - $27,568,987
(Loss) income
before taxes 72,513 2,009,880 (9,209) (10,841,389) (8,768,205)
Assets 5,008,116 2,720,190 101,028 16,983,512 24,812,846
Interest income - 7,244 - 682,479 689,723
Interest expense 37,188 691 2,078 145,278 185,235
Depreciation and
amortization 388,944 67,535 19,949 471,364 947,792
4. Notes Receivable
=====================
During September, 2003, the Company received $2,295,327 representing the
remaining principal balance plus accrued interest for a note which was received
in November 1995 as part of the consideration for the sale of a former
subsidiary. The Company was scheduled to receive monthly payments of $33,975
inclusive of interest at 7.79% per year through November 2005 and a balloon
payment of $1,707,000 in December 2005. In conjunction with this prepayment, the
Company issued 145,000 shares of restricted common stock to consultants for
services rendered in this transaction valued at fair market.
In addition, the Company held notes receivable assets from a related party
in the aggregate amount of $3,760,098 at November 30, 2003. These notes have
interest terms that average 7.3% per year and are scheduled to mature at various
dates through November 2006, with a balloon payment of $1,948,000 in December,
2006. The aggregate amount includes an $860,000 demand note. During April, 2003,
in order to fortify the liquidity of the balance sheet, the Company negotiated a
$500,000 paydown of the demand note (from $1,360,000 to $860,000). On April 3,
2003 the independent directors, who are a majority of the Board of Directors of
Canterbury, voted to reduce the annual interest rate on the note from 10% to 5%
per annum in exchange for the principal payment of $500,000 which was received
by the Company during April, 2003. The demand note is included in the
non-current portion of notes receivable at November 30, 2003 and November 30,
2002.
The company has received all scheduled monthly installments for notes
receivable outstanding as of November 30, 2003 and 2002.
5. Property and Equipment
==========================
Property and equipment, which is recorded at cost, consists of the
following:
2003 2002
---- ----
Machinery and equipment $1,434,874 $1,630,274
Furniture and fixtures 225,230 454,407
Leased property under capital
leases and leasehold
improvements 37,242 149,345
----------- ----------
1,697,346 2,234,026
Less: Accumulated depreciation (1,092,897) (1,348,724)
----------- ----------
Net property and equipment $ 604,449 $ 885,302
=========== =========
Accumulated depreciation of leased property under capital leases totaled
$6,000 and $120,000 at November 30, 2003 and 2002, respectively. Depreciation
expense for 2003, 2002, and 2001 was $371,000, $486,000, and $471,000,
respectively.
During Fiscal 2003, the Company retired approximately $600,000 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, 2003.
The Company recorded a total of $1,175,000 of goodwill impairment at
($675,000 for MSI/Canterbury and $500,000 for Usertech/Canterbury) at November
30, 2003. The economic downturn which MSI/Canterbury experienced in 2002
continued and worsened in 2003. Revenues and operating income declined for the
third year in a row.
Usertech/Canterbury also experienced a significant operating decline in
Fiscal 2003. The President of the Usertech subsidiary was terminated for major
breaches of his Employment Agreement. Due to the failure of the President to
fulfill the obligations of his Employment Agreement, many projects that were
anticipated to be delivered during the year based on projections were not
consummated. There were several rounds of layoffs as well as a decline of
business that are attributable to the failure of the President to perform under
the terms of his Employment Agreement. The fair value of MSI/Canterbury and
Usertech/Canterbury were estimated based upon our recent earnings history and
our future earnings expectations for these businesses as of November 30, 2003
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 had caused a significant reduction in
MSI/Canterbury revenues and operating income over the previous two years. This
fair value of MSI/Canterbury was estimated based upon our recent earnings
history and our future earnings expectations for this business as of November
30, 2002. 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. 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,
2003 2002 2001
---- ---- ----
Reported net loss $(4,054,994) $(2,017,851) $(7,159,855)
Add back: goodwill
amortization, net
of tax effect - - 357,207
----------- ----------- -----------
Adjusted net loss $(4,054,994) $(2,017,851) $(6,802,648)
=========== =========== ===========
Basic and diluted
loss per share:
Reported net loss $(2.16) $(1.16) $(4.25)
Goodwill amortization - - .21
------ ------ ------
Adjusted net loss $(2.16) $(1.16) $(4.04)
====== ====== ======
The changes in the carrying amount of goodwill for the years ended November
30, 2003 and 2002, by reportable segment, are as follows:
Training Value Added
and Hardware Software
Consulting Reseller 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
for 2002 (583,723) - - - (583,723)
---------- ---------- ------------ ----------- ---------
Balance as of
November 30, 2002 $3,249,629 $ 358,752 $ - $ - $3,608,381
Impairment losses
for 2003 (1,175,000) - - - (1,175,000)
---------- ---------- ------------ ----------- ----------
Balance as of
November 30, 2003 $2,074,629 $ 358,752 $ - $ - $2,433,381
=========== ========== ============= ========== -=========
7. Income Taxes
=================
The provision/(benefit) for income taxes for the years ended
November 30, 2003, 2002, and 2001 is as follows:
2003 2002 2001
---- ---- ----
Current:
Federal $ - $ (41,000) $ -
State 17,000 (36,000) 83,000
------ --------- ------
Total current
provision/(benefit) 17,000 (77,000) 83,000
------ --------- ------
Deferred:
Federal (272,000) (269,000) (2,099,000)
State (26,000) (50,000) (64,000)
-------- --------- ----------
(298,000) (319,000) (2,163,000)
Beginning balance
adjustment-
valuation
allowance 763,000 642,000 -
------ --------- ------
Total deferred
provision/(benefit) 465,000 323,000 (2,163,000)
------ --------- -----------
Total income tax
provision/(benefit) 482,000 246,000 (2,080,000)
Less: income tax
provision/(benefit)
from discontinued
operations 6,000 9,000 (60,000)
------ --------- -------
Income tax provision/
(benefit) from
continuing
operations $476,000 $ 237,000 $(2,020,000)
======== ========= ============
In conjunction with the filing of our annual report on Form 10-K, we were
required to reassess all significant estimates and judgments made in our
financial statements. In performing our updated analysis of the realizability of
our deferred tax assets, we considered continuing market uncertainties and our
failure to meet budgeted revenues and operating results for the years ended
November 30, 2003 and 2002. After considering all available evidence, we
concluded that an increase to our valuation allowance for deferred tax assets
was required. Accordingly, based upon our best estimate, we have recorded a
non-cash charge in the fourth quarter of Fiscal 2003 of $763,000 to increase our
valuation allowance for our deferred tax assets. We went through this same
reassessment process in conjunction with the filing of Form 10-K for the prior
Fiscal 2002 year and recorded a non-cash charge in the fourth quarter of Fiscal
2002 of $642,000.
The reconciliation of the expected provision/(benefit) at the U.S. Federal
statutory tax rate to the actual provision (benefit) recorded for the years
ended November 30, 2003, 2002 and 2001 is as follows:
2003 2002 2001
--------- --------- ---------
Expected tax (benefit)
at statutory rates $(1,215,000) $(602,000) $(3,069,000)
Effect of state taxes, net (9,000) (74,000) (566,000)
Permanent differences 207,000 - 788,000
Valuation allowances 1,499,000 922,000 767,000
----------- --------- -----------
Total $482,000 $246,000 $(2,080,000)
========= ======== ===========
Significant components of the Company's tax assets and liabilities as of
November 30, 2003 and 2002 are as follows:
2003 2002
---- ----
Deferred tax assets:
Allowance for doubtful accounts $ 109,000 $ 154,000
Expenses deferred for tax reporting purposes 85,000 185,000
Deferred tax depreciation - 74,000
Deferred tax amortization of goodwill 935,000 1,021,000
Loss carryovers 4,627,000 3,709,000
--------- ---------
Deferred tax assets before valuation allowance 5,756,000 5,143,000
Valuation allowance (3,788,000) (1,883,000)
---------- ---------
Deferred tax assets (net of valuation allowance) $1,968,000 $3,260,000
---------- ---------
2003 2002
---- ----
Deferred tax liabilities:
Gain recognized in financial statements
deferred for income tax purposes $1,118,000 $1,935,000
Tax depreciation in excess of book depreciation 16,000 -
Tax amortization in excess of book amortization 75,000 101,000
---------- ---------
Total deferred tax liabilities 1,209,000 2,036,000
---------- ---------
Net deferred tax assets $ 759,000 $1,224,000
========== ==========
At November 30, 2003, the Company had loss carryforwards of $9,610,000 for
federal income tax reporting purposes and $14,315,000 for state income tax
reporting purposes. Future expiration dates of federal loss carryforwards are as
follows: $835,000 in 2007, $3,665,000 in 2012, $335,000 in 2021 and $1,715,000
in 2022 and $3,060,000 in 2023. State loss carryforwards expire between 2007 and
2010.
8. Long-Term Debt
===================
November 30,
Long-term obligations consist of: 2003 2002
---- ----
Term loan $ - $1,025,000
Note payable for acquisition 800,000 800,000
Capital lease obligations 34,589 23,841
Notes payable - equipment 117,835 243,664
-------- ----------
952,424 2,092,505
Less: Current maturities (889,490) (882,880)
-------- ----------
$ 62,934 $1,209,625
========= ==========
As of November 30, 2003, the Company had no bank debt and began the process
of renegotiating its lending relationship with Commerce Bank. While
renegotiating the current loan agreement, the Company incurred no bank fees and
was precluded from borrowing under the existing revolving loan agreement. As a
subsequent event, in February, 2004 the Company and Commerce Bank agreed to an
amended loan agreement. The new agreement calls for a two-year, $1,500,000
revolving working capital line of credit collateralized by trade accounts
receivable and inventory. The loan carries an interest rate of the prime rate
plus one half of one percent (1/2%) and matures on May 1, 2005.
The Bank's debt is secured by substantially all of the assets of the Company
and requires compliance with covenants which include the maintenance of certain
financial ratios and amounts. The Company is restricted by its bank from paying
cash dividends on its common stock. As of November 30, 2003, the Company was in
breach of the minimum tangible net worth covenant of its loan agreement, but has
received a waiver of default from 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 three
years at an annual amount of $400,000 plus accrued interest at 7% per annum on
the outstanding balance. On August 4, 2003, the Company initiated mandatory
binding arbitration proceedings against Ceridian Corporation, the previous owner
of Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties. As a result of this pending arbitration and the extent of the damages
claimed, the Company has withheld the scheduled $400,000 principal payment of
the note to payable to Ceridian, as well as accrued interest of $56,000 due on
September 28, 2003, as the damages sought far outweigh the note payable to them.
The disputed $800,000 still owed plus accrued interest are classified as part of
the current portion of long-term debt as of November 30, 2003 (see Note 9).
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, 2003, the note payable had an outstanding balance of
$61,235.
Aggregate fiscal maturities on long-term debt, exclusive of obligations
under capital leases, are $878,000 in 2004; $17,000 in 2005; and $15,000 in
2006, and $8,000 in 2007.
The carrying value of the long-term debt approximates its fair value.
Capital lease obligations are for certain equipment leases which expire
through fiscal year 2004. Future required payments under capitalized leases
together with the present value, calculated at the respective leases' implicit
interest rate of approximately 16% at their inception is as follows at November
30, 2003:
Total minimum lease payments through November 30, 2004 $16,436
Total minimum lease payments through November 30, 2005 16,436
Total minimum lease payments through November 30, 2006 9,588
-------
Total minimum lease payments 42,460
Less amount representing interest (7,871)
-------
Present value of long-term obligations under
capital leases $34,589
=======
9. Commitments and Contingencies
==================================
The Company leases office space for training center locations and
administration purposes under various noncancelable operating leases at five
different locations. All of the leases have options to renew. Future minimum
rental payments under the leases are: $298,000 in 2004; $220,000 in 2005;
$144,000 in 2006; and $0 beyond 2006. Rent expense for the years ended
November 30, 2003, 2002 and 2001 was $1,363,000, $1,449,000, and $1,303,000,
respectively. During the fourth quarter of Fiscal 2003, the Company
surrendered $190,000 in security deposits for four facility leases in
conjunction with the simultaneous lease termination of these leases. The
Company was able to reduce long-term facility lease obligations, including
common area maintenance, utilities, insurance and taxes, commitments by
approximately $4,100,000 as a result of these lease termination agreements.
The Company leases equipment for training and administrative purposes
under various non-cancelable operating leases.
Future minimum rental payments under lease are: $69,000 in 2004; $42,000 in
2005; $38,000 in 2006 and $25,000 in 2007, and $17,000 in 2008.
The Company executed employment agreements dated June 1, 2001 between the
Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton M. Pikus.
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 prior 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.
On March 1, 2003 Canterbury's corporate management team, inclusive of the
Chairman, President and Vice President, voluntarily reduced their present
salaries by 8%. This is in line with a previously instituted 8% salary
reduction at one of the Company's largest subsidiaries. On August 18, 2003, on
the recommendation of Mr. Frank Cappiello, the Chairman of the Compensation
Committee of the Board of Directors, the Chairman, President and Vice President
agreed to continue their voluntary 8% salary cuts through November 30, 2003
even though they have employment contracts in place. In lieu of the cash lost
they were offered a block of restricted common stock on which they must be
personally responsible for the applicable federal and state income taxes. Due
to the restrictions on the sale of the stock, the stock was valued at 50% of
the closing price on Nasdaq on the day prior to this Board Resolution and its
acceptance by the three aforementioned individuals. Due to this discount, the
Company has agreed with Nasdaq's requirement to "lock-up" these 103,338 shares
until the shareholders have given their approval to the issuance. They cannot
be sold, voted or be entitled to dividends until that time. However, if at any
time prior to the issuance of the aforementioned Proxy, 51,669 of the 103,338
shares are returned to the Company, then no Proxy or shareholder approval will
be required, and this matter will be resolved. Or in the alternative, if the
51,669 shares are paid for at the higher of the closing bid price at the date
of issuance or the closing bid price on December 16, 2003, then this matter
will also be resolved and no Proxy or shareholder approval will be required. A
charge of $77,000 was made during the third quarter to reflect the cost of this
stock. The corporate management team continues to receive its reduced rate of
cash pay as of the date of this filing.
On August 4, 2003, the Company initiated mandatory binding arbitration
proceedings against Ceridian Corporation, the previous owner of
Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties. The Company's claims arise from the September 2001 purchase of User
Technology Services, Inc. from Ceridian. Canterbury is making various claims
ranging from breach of contract/warranty to actual/legal fraud, fraudulent
concealment, constructive/equitable fraud, and negligent/misrepresentation.
Ceridian Corporation has denied the allegations set forth by the Company and has
instituted a counterclaim in the arbitration proceedings. Ceridian is claiming
breach of a sublease agreement by Canterbury for office space ($76,000) and
acceleration of a note payable of $800,000. Canterbury had denied the
allegations set forth in the counterclaim. In order to pursue its claims,
Canterbury will sustain ongoing legal and filing fees and there is no assurance
that the aforementioned arbitration will result in a favorable outcome for
Canterbury.
10. Senior Convertible Debt
============================
On June 3, 2003 the Board of Directors of Canterbury approved a private
placement for the Company which was overwhelmingly ratified by 95.21% of the
shareholders who voted on the proposal on November 24, 2003. Ten units of 7 3/4%
Subordinated Convertible Promissory Notes at $35,500 each were issued
representing total proceeds to the Company of $355,000. The notes are
convertible into Canterbury restricted stock at $.355 per share. The notes, if
not converted into restricted stock before then, mature at June 2, 2006 and the
entire loan amount must be repaid at that time. These notes were subordinate to
our $1,500,000 revolving working capital line of credit with Commerce Bank (seen
Note 8).
11. Defined Contribution Plan
===============================
In 1993, the Company established a 401(k) Plan for its participating
employees to supplement their retirement income. Participation in the plan is
open to all employees who have completed one year of service (twelve consecutive
months). One thousand hours of service is required during the first year of
service. By payroll deduction, employees can contribute to the Plan from 1% to
15% of their total gross compensation. The Company had matched 50% of the first
8% of employee salary deferrals through 2002. This match was 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. No match was made for the 2003 plan
year. The value of the employee match expensed in 2003, 2002, and 2001 was:
$211,030, $82,099, and $83,363, respectively (for the previous plan year).
12. Stock Options and Awards
=============================
The Company has one stock option plan, the 1995 Non-Qualified Stock Option
Plan, covering 440,477 shares of common stock ("1995 Plan"). As of November 30,
2003, the Company had issued 295,599 shares under the 1995 Plan. In addition,
the Company granted 23,000 stock options outside the plan during Fiscal 2002.
There were 144,878 shares remaining for issuance in connection with 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:
2003 2002 2001
---- ---- ----
Number of shares under stock options:
Outstanding at beginning of year 302,607 306,833 311,265
Granted 50,000 23,000 86,786
Exercised - - -
Canceled (34,008) (27,226) (91,218)
Outstanding and exercisable at end of year 318,599 302,607 306,833
Weighted average exercise price:
Granted $ .75 $ 6.32 $ 7.77
Exercised $ - $ - $ -
Canceled $9.85 $17.43 $25.06
Outstanding and exercisable at end of year $8.76 $10.21 $13.72
Information with respect to stock options outstanding and exercisable at
November 30, 2003, is as follows:
Options Outstanding and Exercisable
Range of Number Outstanding Weighted Average Weighted Average
Exercise Price at 11/30/03 Remaining Life in Years Exercise Price
- -------------- ----------- ----------------------- ----------------
$.75 50,000 4.70 $.75
$3.72 - $10.50 158,228 1.48 $5.59
$10.92 - $27.93 110,373 1.19 $1.94
SFAS No. 123, amended by SFAS Statement No. 148, 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:
2003 2002 2001
---- ---- ----
Estimated fair value of options granted $24,990 $79,432 $372,590
======= ======= ========
Principal assumptions in applying
the Black-Scholes valuation model:
Expected life, in years 2.50 2.50 2.50
Risk-free interest rate 1.86% 3.30% 3.55%
Expected volatility 1.00 .99 1.19
Expected dividend yield 0.00% 0.00% 0.00%
The estimated weighted-average fair values at the grant date for stock
option awards during Fiscal 2003, 2002 and 2001 were $0.50, $3.45, and $4.29 per
option, respectively.
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. As discussed in Note 10, the executive officers of the Company
received stock awards of 103,342 shares in Fiscal 2003. These stock awards had
an estimated grant-date fair value of $39,000. An expense of $77,000 was
recorded and charged to general and administrative expense in Fiscal 2003 based
upon the intrinsic value of the stock awards under APB Opinion 25. Had
compensation cost been determined based upon the fair value of stock and stock
option awards at grant date consistent with SFAS No. 123, Canterbury's net
income and income per share would have been reduced to the pro forma amounts
indicated below:
2003 2002 2001
---- ---- ----
Pro forma net loss:
Net loss as reported $(4,054,994) $(2,017,851) $(7,159,855)
Add: stock-based
compensation costs included
in reported net loss (net
of tax effects of $13,199
for 2003) 64,440 - -
Deduct: stock-based
compensation costs under SFAS
123 (net of tax effects of
$21,695, $0, and $149,036,
respectively) (42,114) - (223,554)
----------- ----------- -----------
Pro forma net loss $(4,032,668) $(2,017,851) $(7,383,409)
=========== =========== ===========
Pro forma net loss per common
share - basic and diluted
Pro forma net loss per common
share $(2.15) $(1.16) $(4.39)
Net loss per common share -
as reported (2.16) (1.16) (4.25)
Pro forma shares unsed in
calculation of pro forma loss
per common share 1,876,300 1,742,500 1,682,800
The Company granted 50,000 stock options to directors during the year ended
November 30, 2003. 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. An additional $22,221 charge to general and
administrative expense was recorded in Fiscal 2003 through the completion of the
one-year vesting period.
13. 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.
14. Related Party Transactions
===============================
During Fiscal 2001, certain officers and directors of the Company purchased
a 33% stock ownership in a corporation that was previously a subsidiary of the
Company prior to the November 1996 sale by the Company of its 100% stock
ownership in this corporation to an outside group. The Company holds note
receivables in the amount of $3,760,098 from this corporation of which
$3,636,000 pertains to notes originating on the November 1996 date of sale (see
Note 4). The Company maintained the same level of security interest protection
and the same debt amortization schedule. The Company earned $322,000, $395,000
and $408,000 of interest income from these notes in Fiscal 2003, 2002 and 2001,
respectively. During the fourth quarter of Fiscal 2003, a 22% owner of this
corporation passed away. After his death, that corporation purchased and retired
his shares from his estate. As a result of this purchase and retirement of his
shares, certain officers and directors of the Company now own 44% of this
corporation.
At November 30, 2003 and 2002, the total notes receivable plus accrued
interest for issuances of Company common stock to corporate officers, corporate
counsel and certain consultants totaled $3,595,000 and $3,641,000, respectively.
These non-recourse notes are collateralized by common stock of the Company and
are reported as a contra-equity account. Interest rates range from 4% to 6.6%.
Prior to July 17, 2002, $1,739,000 of these notes were recourse notes.
On July 17, 2002 the Compensation Committee recommended, and the Board of
Directors approved a modification of the April 10, 2001 and the May 16, 2001
notes. The notes became non-recourse as to principal and interest as of
September 1, 2002 with the issued shares continuing to collateralize the notes.
All accrued interest on the notes as of September 1, 2002 has been paid to the
Company. Principal and interest must be paid by 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.
15. Advertising
===================
The Company expenses advertising as incurred. Total advertising expenses
included in the results of operations were $86,000, $201,000, and $287,000 for
2003, 2002, and 2001, respectively.
16. Investment Impairment
=============================
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. The Company did not realize any recovery of investment value
in Fiscal 2003 and 2002 pertaining to the aforementioned Fiscal 2001
impairments.
17. Discontinued Operations
=============================
During the fourth quarter of Fiscal 2003, the Company discontinued the
operation of its technical staffing segment (DMI/Canterbury). The significant
decline in demand for contract, full and part-time technical employees due to
the economic downturn in the technology sector over the past several years was
the major cause for this action. There was no gain or loss realized on the
abandonment of this business segment. Historical financial data for the fiscal
years ended November 30:
2003 2002 2001
---- ---- ----
Revenues $398,850 $916,774 $1,474,855
Pretax income (loss) 17,908 (64,877) (258,438)
Assets and liabilities as of November 30, 2003 included in consolidated balance
sheet:
Net receivable $7,290
Other assets 162
Accounts payable and accrued expenses 1,710
18. Unaudited Quarterly Financial Information
- ------------------------------------------------
2003
First Second Third Fourth Total
----- ------ ----- ------- -----
Revenues $4,517,682 $5,296,470 $8,242,226 $4,327,916 $22,384,294
Gross profit 562,594 1,457,261 1,217,582 602,720 3,840,157
Income (loss) from
continuing
operations (987,279) 39,141 (217,970) (2,900,705) (4,066,813)
Income (loss) from
discontinued
operations (14,740) 1,314 22,465 2,780 11,819
Net income (loss) (1,002,019) 40,455 (195,505) (2,897,925) (4,054,994)
Earnings per share:
Basic and diluted:
Income (loss) from
continuing
operations $(.57) $.02 $(.12) $(1.41) $(2.17)
Income (loss) from
discontinued
operations (.01) - .01 - .01
------ ------ ------ ------- ------
Net income (loss) $(.58) $.02 $(.11) $(1.41) $(2.16)
======= ====== ===== ======= ======
Weighted average shares
Basic and diluted 1,734,000 1,849,000 1,852,700 2,062,200 1,876,300
2002
First Second Third Fourth Total
----- ------ ----- ------- -----
Revenues $6,425,112 $9,384,925 $8,649,426 $5,573,184 $30,032,647
Gross profit 1,726,616 2,561,817 1,409,623 1,106,899 6,804,955
Income (loss) from
continuing
operations 100,948 375,985 (485,459) (1,935,436) (1,943,962)
Loss from discontinued
operations (25,717) (20,280) (596) (27,296) (73,889)
Net income (loss) 75,231 355,705 (486,055) (1,962,732) (2,017,851)
Earnings per share:
Basic and diluted:
Income (loss) from
continuing
operations $.06 $.21 $(.28) $(1.11) $(1.12)
Loss from
discontinued
operations (.02) (.01) - (.01) (.04)
----- ---- ------- --------- -------
Net income (loss)
per share $.04 $.20 $(.28) $(1.12) $(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
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance at Charged to
Beginning of Costs and Deduction/ Balance at
Description Period Expenses Write-off End of Period
- ------------------------------ ------------ ---------- ----------- --------------
Year ended November 30, 2001: $194 $433 $175 $452
Accounts receivable allowances
Year ended November 30, 2002: $452 $131 $200 $383
Accounts receivable allowances
Year ended November 30, 2003: $383 $(106) $6 $271
Accounts receivable allowances