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CANM.PK > SEC Filings for CANM.PK > Form 10-Q on 19-Aug-2008All Recent SEC Filings

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Form 10-Q for CANEUM INC


19-Aug-2008

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and notes thereto included in this quarterly report on Form 10-Q (the "Quarterly Report") and the audited consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2007 (the "2007 Annual Report"), as filed with the Securities and Exchange Commission ("SEC"). In addition to historical information, this discussion and analysis contains forward looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward looking statements as a result of certain factors, including but are not limited to those identified in 2007 Annual Report in the section entitled "Risk of Foreign Operations" and "Competition". Forward-Looking Statements
This report contains certain forward-looking statements and information that are based on assumptions made by management and on information currently available. When used in this report, the words "anticipate," "believe," "estimate," "expect," "intend," "plan," and similar expressions, as they relate to our company or its management, are intended to identify forward-looking statements. These statements reflect management's current view of our company concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others the following: changes in the information technology industry; changes in out-sourcing and off-shore operations; a general economic downturn; a further downturn in the securities markets; our early phase of operations; reliance on foreign suppliers and contractors; the inability to locate suitable acquisition targets; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. Background
We have two wholly owned operating subsidiaries, Tier One Consulting, Inc., which operates from our Newport Beach, California, offices, and Caneum India Private Limited, formerly Continuum Systems Private Limited, which operates from our offices located in Gurgaon, Delhi, India, and is owned by our wholly owned holding company formed and located in Singapore, Caneum Asia Pacific Pte. Ltd. Overview
We are a global provider of business process and information technology outsourcing services across vertical industries, including technology, energy, government, transportation, financial services, education and healthcare. We provide a suite of business strategies and planning capabilities to assist companies with their outsourcing decisions in the areas of data, network, product development, product maintenance and customer support, and fulfill our services in-house, on-shore, near-shore and off-shore, depending on the business goals and objectives of our global customers. In parallel, we are opportunistically pursuing accretive acquisitions within our core outsourcing service suite in order to broaden our core capabilities, expand our customer base and supplement our organic growth.


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We offer our customers business process outsourcing (BPO) services and information technology outsourcing (ITO) services. BPO services are comprised of the following:
• Customer Support, including call centers and web agents for online and offline technical, customer and product support;

• Human Resources, including benefits packages, pre-employment screening, retained and contingent recruiting and information technology centric staffing;

• Sales and Marketing, including online web agents, lead generation and distribution channel expansion;

• Investor Relations and Public Relations, including audio transcription and web development, deployment and maintenance for investor communications; and

• Finance and Accounting, including data entry and back office processing.

ITO services are comprised of the following: Information Technology Enterprise Software Services, including architecting, integrating, deploying, migrating and maintaining front-end Sales Force Automation (SFA), back-end Enterprise Resource Planning (ERP), case management, expert system and enterprise application software packages; Information Technology Infrastructure Services, including systems administration, database administration, web development, network optimization, infrastructure audits and system architecture; and Product Development, including hardware, firmware and software coding, development and maintenance for existing product lines and next generation product prototyping. Results of Operations
Three and Six months ended June 30, 2008, versus the Three and Six months ended June 30, 2007
Revenue
Revenue was $3,282,784 and $3,241,315 for the three months ended June 30, 2008 and 2007, respectively, representing an increase of $41,469 compared to the same period in the prior year (the "comparable prior year period"). An increasing proportion of our revenue came from our largest customer, DIRECTV, which accounted for almost 46% of our total revenues for the three months ended June 30, 2008. For the prior year period DIRECTV accounted for approximately 22% of our total revenue.


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Revenue was $6,519,408 and $5,991,688 for the six months ended June 30, 2008 and 2007, respectively, representing an increase of $527,720 or 9% as compared to the same period in the prior year (the "comparable prior year period"). A significant portion of increase was due to expanded operations at out largest customer, DIRECTV, which accounted for almost 44% of our total revenues for the six months ended June 30, 2008. The other significant contribution to the revenue increase was increased BPO services through our wholly owned India subsidiary.
Cost of Revenue and Gross Profit
Cost of revenue was $2,742,409 and $2,541,978 for the three months ended June 30, 2008 and 2007, respectively, representing an increase of $200,431, or 8%. The increase was partly due to decreased margins as discussed below. Cost of revenue was $5,469,496 and $4,730,190 for the six months ended June 30, 2008 and 2007, respectively, representing an increase of $739,306, or 16%. The increase was due to increased activity at DirecTV as described above, as well as decreased margins as discussed below.
Our gross margin percentages were 16% and 22% for the three months ended June 30, 2008 and 2007, respectively. The decrease in the gross margin percentages was the result of three factors: higher commission payments to recruiters, a lower proportion of permanent placements (which are typically much higher margins) and a decline in the volume of high margin business with one of our key clients, DIRECTV.
Our gross margin percentages were 16% and 21% for the six months ended June 30, 2008 and 2007, respectively. The decrease in the gross margin percentages was the result of three factors: higher commission payments to recruiters, a lower proportion of permanent placements (which are typically much higher margins) and a decline in the volume of high margin business with one of our key clients, DIRECTV.
Operating Expenses
Operating expenses were $1,124,476 and $1,187,839 for the three months ended June 30, 2008 and 2007, respectively, representing a decrease of $63,363 or 5%. A significant factor for the decrease was U.S. payroll and professional services, as described below offset by higher office rent of $32,321.


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The major components of our operating expenses are as follows:
• Stock-Based Compensation expense and Expenses Paid by Stock Issuance were $363,825 and $280,323 for the three months ended June 30, 2008 and 2007, respectively. This represents a increase of $83,502 and is due to issuance of a stock bonus to each our Chairman and President valued at $60,000 offset by the lower value of our stock used as incentives for other services.
• U.S. Payroll and Related Expenses, (excluding stock based) amounted to $319,093 and $345,790 for the three months ended June 30, 2008 and 2007, respectively. The decrease of $26,697 or 8% resulted from the departure of three senior executives in April and May 2008.
• U.S. Professional Services, including legal, auditing and other consulting services amounted to $244,609 and $290,872 during the three months ended June 30, 2008 and 2007 respectively. The decrease of $46,263 was primarily attributable to the prior year period including increased audit and accounting costs due to the late filing of our Form 10-KSB for year ended December 31, 2006.
• Most expenses of our wholly-owned India subsidiary are a direct cost of revenue and are recoded as such. Operating expenses of our India subsidiary, excluding depreciation and amortization, were $105,300 and $62,161 for the three months ended June 30, 2008 and 2007, respectively. Operating expenses were $2,203,847 and $2,297,794 for the six months ended June 30, 2008 and 2007, respectively, representing a decrease of $93,947 or 4%. A significant factor for the decrease was $82,281 less stock based compensation expense and expenses paid by stock issuance, as described below offset by higher office rent of $65,704. The major components of our operating expenses are as follows:
• Stock-Based Compensation expense and Expenses Paid by Stock Issuance were $533,934 and $616,215 for the six months ended June 30, 2008 and 2007, respectively. This represents a decrease of $82,281 and principally results from the lower value of our stock used as incentives for services.
• U.S. Payroll and Related Expenses, (excluding stock based) amounted to $726,418 and $689,351 for the six months ended June 30, 2008 and 2007, respectively. The increase of $37,067 or 5% resulted from increased investment in infrastructure personal prior to the departure of three senior executives in April and May 2008.
• U.S. Professional Services, including legal, auditing and other consulting services amounted to $431,521 and $418,150 for the six months ended June 30, 2008 and 2007 respectively. The increase of $13,371 was primarily attributable to the legal costs associated with litigation against Barron Partners LP.
• Most expenses of our wholly-owned India subsidiary are a direct cost of revenue and are recoded as such. Operating expenses of our India subsidiary, excluding depreciation and amortization, were $214,332 and $115,955 for the six months ended June 30, 2008 and 2007, respectively.


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Other Income (Expense)
For the three months ended June 30, 2008 we recorded other expense, net of $4,055 compared to other expense, net of $90,276 for the three months ended June 30, 2007. The decrease in other expense, net resulted from $53,308 of foreign exchange gain during the current year period versus $38,745 of foreign exchange loss during the prior year period. The foreign exchange gain and loss is due to our wholly owned subsidiary transacting business in currencies other than their functional currency. Net interest expense increased $5,832 from the prior year period primarily due to interest expense associated with our promissory note offering.
Other expense, net was $49,523 and $157,071 for the six months ended June 30, 2008 and 2007, respectively. The decrease in other expense was primarily the result of $63,146 of foreign exchange gain in the current year period versus $53,048 of foreign exchange loss in the prior year period. Net interest expense increased $8,646 from the prior year period due to interest expense associated with our promissory note offering as well as six months of borrowings on our Bridge Bank line of credit compared to only four months of borrowings in the prior year period.
Net loss
We incurred a net loss of $601,330 and $601,500 for the three months ended June 30, 2008 and 2007, respectively.
We incurred a net loss of $1,218,272 and $1,287,451 for the six months ended June 30, 2008 and 2007, respectively.
Liquidity and Capital Resources
Cash and cash equivalents were $50,070 and $117,313 as of June 30, 2008 and 2007, respectively.
Net cash used in operations was $175,353 for the six months ended June 30, 2008 compared to $823,868 used in operations for the six months ended June 30, 2007. Cash used in operations in the current year period was reduced due to timely collection of receivables as well as extension of payables. Besides our cash loss from operations, the prior year period use of cash was due to extension of receivables funded by borrowings on our Bridge Bank line of credit. Net cash used in investing activities was $16,135 and $126,088 for the six months ended June 30, 2008 and 2007, respectively. The prior year period included $89,300 of acquisition expenditures for the remaining 45% Minority Interest of Continuum.


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Net cash provided by financing activities was $200,610 for the six months ended June 30, 2008 compared to cash provided by financing activities of $713,039 for the six months ended June 30, 2007. During the current year period we repurchased from Barron Partners all outstanding convertible Preferred Shares and 330,397 common shares for $500,000, of which $200,000 was paid as of June 30, 2008. Following the repurchase, all of the shares were retired. The funds for the share repurchase were obtained by selling our convertible promissory notes. For the six months ended June 30, 2008 we raised $500,000 from the sales of convertible promissory notes. The current year also includes some reduction in notes payable to the prior Tier One shareholders as well as some reduction in our Bridge Bank line of credit. The prior year period included $1,232,671 of advances from our lines of credit, offset by principal payments of $467,700 to the prior Tier One shareholders, $50,000 to a prior shareholder of Continuum Systems (now wholly owned as Caneum India) and $26,157 of other debt. In March 2008, in conjunction with our promissory note offering, we converted $200,000 of the Tier One principal balance into promissory notes due in 2011. The remaining balance of $23,948 for the first installment on the Tier One acquisition debt was also paid off in March 2008. The final installment of $687,500 initially due March 28, 2008, was refinanced into a series of thirty-nine monthly installment payments of $20,000 beginning May 15, 2008 and going through July 15, 2011, with a final payment of $10,031 due August 15, 2011. The note bears 8% interest and any remaining balance becomes immediately due upon change of control of the Company. The unpaid balance at June 30, 2008 was $661,670.
In August 2008, we initiated a Services Agreement, whereby certain of our vendor liabilities are managed and paid by an outside company for a small mark up charge.
Off-Balance Sheet Arrangements
During the six months ended June 30, 2008, we did not engage in any off-balance sheet arrangements.
Recent Accounting Pronouncements
Refer to Note 2 to the unaudited condensed consolidated financial statements for a discussion of the impact of recent accounting pronouncements.


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