FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Quarterly Report Under Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
For the Quarter Ended: March 31, 2002 Commission File No: 0-6933
CAMBEX CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-244-2959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
360 Second Avenue, Waltham, Massachusetts
(Address of principal executive offices)
02451
(Zip Code)
Registrant's telephone number, including area code: (781) 890-6000
Indicate by "X" whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of share outstanding of each of the issuer's classes of
common stock, As of the latest practicable date.
Class Outstanding as of March 31, 2002
Common 18,040,351 shares
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND DECEMBER 31, 2001
ASSETS
MARCH 31, DECEMBER 31,
2002 2001
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 219,751 $ 209,573
ACCOUNTS RECEIVABLE,
Less Reserves of $88,000
in 2002 and $58,000 in 2001 3,091,989 240,384
INVENTORIES 1,359,445 472,910
PREPAID EXPENSES 77,696 56,729
TOTAL CURRENT ASSETS $ 4,748,881 $ 979,596
PROPERTY AND EQUIPMENT, at cost:
MACHINERY AND EQUIPMENT $ 3,064,767 $ 3,052,887
FURNITURE AND FIXTURES 162,625 162,625
LEASEHOLD IMPROVEMENTS 602,092 602,092
$ 3,829,484 $ 3,817,604
LESS - ACCUMULATED DEPRECIATION
AND AMORTIZATION 3,781,261 3,772,186
NET PROPERTY AND EQUIPMENT $ 48,223 $ 45,418
OTHER ASSETS
DEFERRED OFFERING COSTS $ 427,975 $ 427,975
GOODWILL 168,070 -
OTHER 45,796 37,830
TOTAL OTHER ASSETS $ 641,841 $ 465,805
TOTAL ASSETS $ 5,438,945 $ 1,490,819
2
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2002 AND DECEMBER 31, 2001
LIABILITIES AND STOCKHOLDERS' INVESTMENT
MARCH 31, DECEMBER 31,
2002 2001
CURRENT LIABILITIES:
LINE OF CREDIT $ 1,606,481 $ -
LOAN AGREEMENT 1,045,296 1,057,991
NOTES PAYABLE 2,850,000 2,850,000
ACCOUNTS PAYABLE 2,501,753 826,852
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 240,000
OTHER LIABILITIES-SHORT
TERM PORTION 2,631,057 2,629,765
ACCRUED EXPENSES 2,284,309 1,950,672
TOTAL CURRENT LIABILITIES $ 13,158,896 $ 9,555,280
LONG TERM DEBT $ - $ 1,273,730
OTHER LIABILITIES-LONG
TERM PORTION 77,330 84,642
DEFERRED REVENUE - -
STOCKHOLDERS' INVESTMENT:
PREFERRED STOCK, $ 1.00 PAR VALUE PER SHARE
AUTHORIZED - 3,000,000 SHARES
ISSUED - NONE
COMMON STOCK, $ .10 PAR VALUE PER SHARE
AUTHORIZED - 25,000,000 SHARES
ISSUED -19,585,609 shares in 2002, and
11,484,738 shares in 2001 $ 1,958,561 $ 1,148,474
CAPITAL IN EXCESS OF PAR VALUE 17,358,782 16,268,677
ACCUMULATED OTHER
COMPREHENSIVE INCOME 102,677 102,677
RETAINED EARNINGS (DEFICIT) (26,328,330) (26,053,690)
LESS - COST OF SHARES HELD IN TREASURY
1,545,258 in 2002 and in 2001 (888,971) (888,971)
TOTAL STOCKHOLDERS' INVESTMENT $ (7,797,281) $ (9,422,833)
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 5,438,945 $ 1,490,819
3
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001
March 31, March 31,
2002 2001
REVENUES $ 2,228,708 $ 416,942
COST OF SALES 1,508,021 228,116
Gross profit $ 720,687 $ 188,826
OPERATING EXPENSES:
Research and development $ 237,178 $ 291,564
Selling 429,512 146,522
General and administrative 134,831 114,389
Total operating expenses $ 801,521 $ 552,475
OPERATING INCOME (LOSS) $ (80,834)$ (363,649)
OTHER INCOME (EXPENSE):
Interest expense (193,806) (132,000)
Interest income - -
Other income (expense) - -
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEMS $ (274,640)$ (495,649)
Provision for income taxes - -
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS $ (274,640)$ (495,649)
Extraordinary Items - -
NET INCOME (LOSS) $ (274,640)$ (495,649)
OTHER COMPREHENSIVE INCOME,NET OF TAX:
Foreign Currency translation Adjustments - -
OTHER COMPREHENSIVE INCOME $ - $ -
TOTAL COMPREHENSIVE INCOME (LOSS) $ (274,640)$ (495,649)
INCOME(LOSS) PER COMMON SHARE $ (0.02)$ (0.05)
Weighted Average Common Shares Outstanding 12,000,000 9,800,000
Weighted Average Common and Common
Equivalent Shares Outstanding 12,000,000 9,800,000
4
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
Common Stock Capital in Accumulated Retained Cost of
$.10 Excess of Other Earnings Shares
Par Value Par Value Comprehensive (Deficit) Held in
Income Treasury
BALANCE AT
JANUARY 1, 2001 $1,128,785 $16,024,049 $102,465 $(24,510,407)$(876,966)
ADD:
Net loss $ - $ - $ - $( 495,649)$ -
Issuance of warrants - 1,400 - - -
Exercise of warrants 2,364 - - - -
Purchase of shares for
the treasury - - - - ( 2,364)
Conversion of note payable 7,434 164,322 - - -
BALANCE AT
March 31, 2001 $1,138,583 $16,189,771 $102,465 $(25,006,056)$(879,330)
BALANCE AT
JANUARY 1, 2002 $1,148,474 $16,268,677 $102,677 $(26,053,690)$(888,971)
ADD:
Net loss $ - $ - $ - $( 274,640)$ -
Conversion of long
term debt 754,087 904,905 - - -
Acquisition of business 56,000 185,200 - - -
BALANCE AT
MARCH 31, 2002 $1,958,561 $17,358,782 $102,677 $(26,328,330)$(888,971)
5
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001
Three Months Ended
March 31, March 31,
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $( 274,640)$( 495,649)
Adjustments to reconcile net income(loss)
to net cash provided by(used in)
operating activities:
Depreciation $ 9,075 $ 12,675
Amortization of prepaid expenses 4,048 7,225
Change in assets and liabilities:
Decrease (increase) in accounts receivable ( 143,890) 113,301
Decrease(increase)in inventory 13,835 17,790
Decrease(increase)in prepaid expenses ( 7,009) ( 7,708)
Increase(decrease)in accounts payable 187,127 48,730
Increase(decrease)in accrued expenses 240,347 98,911
Increase(decrease)in other liabilities ( 6,020) ( 18,534)
Total adjustments $ 297,513 $ 272,390
Net cash provided by(used in) operating activities $ 22,873 $( 223,259)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment, net $ - $ -
Net cash provided by(used in)investing activities $ - $ -
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase(decrease) in notes payable $ - $ 50,000
Proceeds from sale of common stock and warrants - 1,400
Net borrowings (repayments)under loan agreement ( 12,695) 7,484
Net cash provided by
(used in) financing activities $( 12,695)$ 58,884
Effect of exchange rate changes on cash - -
Net increase (decrease) in
cash and cash equivalents $ 10,178 $( 164,375)
Cash and cash equivalents at beginning of year 209,573 234,512
Cash and cash equivalents at end of period $ 219,751 $ 70,137
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ - $ -
Income Taxes - -
Non-cash financing and investing activities:
Conversion of notes payable and accrued interest
into common stock, net of deferred offering costs $ - $ 171,756
Conversion of long term debt and accrued interest
into common stock $1,658,992 $ -
Net assets of business acquired and increase
in goodwill financed via issuance of common
stock and accrued expenses $ 366,200 $ -
6
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Notes & Comments:
(1)Significant Accounting Policies
The accompanying consolidated financial statements include our
accounts and our wholly-owned subsidiaries. All material intercompany
transactions and balances have been eliminated in consolidation.
The condensed financial statements included herein have
been prepared by us, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although we believe that
the disclosures are adequate to make the information presented
not misleading. The information furnished includes all
adjustments and accruals consisting only of normal recurring
accrual adjustments which are, in our opinion, necessary for a
fair presentation of results for the interim period. It is
suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto
included in our latest annual report on Form 10-KSB.
Inventories, which include raw materials, labor and
manufacturing overhead are stated at the lower of cost (first-in,
first-out) or market and consist of the following:
March 31, December 31,
2002 2001
Raw materials $ 436,970 $ 367,570
Work-in-process 131,164 59,591
Finished goods 791,311 45,749
$1,359,445 $ 472,910
The increase in inventory is a result of the acquisition of Super
PC Memory, Inc. on March 12, 2002(see footnote 5).
7
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(2) Income and Dividends Per Share
Per share amounts are based on the weighted average number
of shares outstanding during each year plus applicable common
stock equivalents. There were no material differences for per
share amounts assuming full dilution in either year.
(3) Short Term Borrowings
We have a line of credit of $2,000,000 available from GE
Capital Commercial Services, Inc., limited to 70% of the eligible
receivables of Super PC Memories, Inc. At March 31, 2002 we had a
balance of $1,606,000 under this line of credit. We also have a
loan and security agreement with B.A. Associates, Inc. which is a
corporation owned by Bruce D. Rozelle, a son-in-law of Joseph F.
Kruy, our Chairman, President and Chief Executive Officer. The
outstanding balance due to B.A. Associates, Inc. was $1,045,296
and $1,057,991 at March 31, 2002 and December 31, 2001,
respectively.
Notes payable of $2,850,000 at March 31, 2002 include
$1,100,000 of advances payable which are due on demand. The
$1,100,000 of advances payable includes amounts of $1,000,000
from related parties. The balance of $1,750,000, due on demand,
represents series 1 bridge financing notes issued in 2000. During
the first quarter of 2000, we borrowed $2,000,000 in cash from
the Sovereign Lenders in exchange for, among other things, our
issuance of series 1 bridge financing notes that matured in the
third quarter of 2000. We received net proceeds equal to
$1,737,900 from the Sovereign Lenders as a result of this bridge
financing. The series 1 bridge financing notes bore interest at
the rate of 8% per annum prior to maturity. Since maturity,
interest is accruing on these notes at a rate of 12% per annum.
These bridge notes are convertible into shares of our common
stock at any time at a weighted average per share price of $4.08.
Because the bridge notes matured before we registered, under the
Securities Act of 1933, as amended, the offer and resale of
shares of our common stock issuable upon conversion of the bridge
notes and exercise of the repricing warrants and the common stock
purchase warrants described above, the Sovereign Lenders became
entitled to premiums and penalties totaling approximately
$607,000 (in addition to the repayment of principal and
interest). Following conversion of the bridge notes, if the
Sovereign Lenders do not realize at least a 20% gain on shares of
8
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(3) Short Term Borrowings(continued)
common stock that they choose to sell during the 90 days
following conversion, then the Sovereign Lenders are entitled to
acquire additional shares of common stock at a price of $0.10 per
share through the exercise of repricing warrants. In addition to
these bridge notes and the attached repricing warrants, we issued
warrants to purchase 300,000 shares of common stock. These
warrants have a weighted average exercise price of $4.54 per
share. There is no value associated with these warrants recorded
on our books. In the fourth quarter of 2000, one of our lenders,
converted a portion of its Series 1 Bridge Financing Note
($50,000 of unpaid principal plus interest, premiums and
penalties) into 18,232 shares of our common stock at a conversion
price of $3.79.In the first quarter of 2001, the same lender,
converted the balance of its Series 1 Bridge Financing Note
($200,000 of unpaid principal plus interest, premiums and
penalties) into 74,335 shares of our common stock at a conversion
price of $3.79. They also exercised a repricing warrant and
received 112,778 shares of our common stock.
(4) Long-Term Debt and Related Matters
Long-term debt at March 31, 2002 and December 31, 2001 consists
of the following:
March 31, December 31,
2002 2001
Subordinated Convertible Notes
with interest rate of 10%
due April 30, 2003 $ - $1,273,730
Under the terms of these 10% notes, the holders converted the 10%
notes and accrued interest into 7,540,871 shares of common stock
at a conversion price of $0.22 per share. Of the advances
received for the notes, approximately $1,070,000 was received
from related parties.
9
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(5) Acquisition of Super PC Memory, Inc.
On March 12, 2002, Cambex Corporation completed the acquisition
of 100% of the outstanding common stock of Super PC Memory, Inc.
and Super PC Memory, Inc. became a wholly-owned subsidiary of
Cambex Corporation. The results of Super PC Memory, Inc.'s
operations have been included in the consolidated financial
statements since that date. Super PC Memory is a leading provider
of memory products for servers, workstations, desktop PCs and
laptops.
The purchase price includes the issuance of 560,000 shares of
Cambex common stock and payments based on the gross profit of the
subsidiary over the next three years. The 560,000 shares are
valued at $291,200 based on the closing price on March 12, 2002
of $0.52 per share of Cambex common stock. The Sellers, Son T.
Pham, Simon Le and Richard G. Schaefer received 560,000 shares of
Cambex Corporation common stock and will receive fifteen percent
(15%) of Super PC Memory, Inc.'s gross profit for the period from
March 12, 2002 through December 31, 2004, payable in quarterly
installment payments pursuant to the terms of the Stock Purchase
and Sale Agreement.
As of March 12, 2002, we have recorded the net assets of Super PC
on our books at $198,000, after allowances for bad debts and
inventory valuation, and have recorded goodwill in the amount of
$168,000.
The aggregate purchase price to be paid by Cambex to the Sellers
is premised upon Super PC having total assets minus liabilities
("Net Assets") as of the closing date of at least Two Million
One Hundred Thousand Dollars ($2,100,000) (the "Minimum Net
Asset Amount") as set forth on Super PC's closing date balance
sheet. For purposes of this determination, Net Assets shall be
the sum of all current assets plus other assets all as set forth
in the closing date balance sheet, reduced by the amount of all
current liabilities and long term liabilities as set forth in the
closing date balance sheet. In the event that Super PC's net
assets on the closing date are not at least the Minimum Net Asset
Amount, then the purchase price shall be reduced by offsetting
the shortfall against the installment payments. Based upon
preliminary calculations, the net asset value as of the closing
date amounted to $198,000 and the difference between such amount
and the Minimum Net Asset Amount will be offset against the
installment payments.
10
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(5) Acquisition of Super PC Memory, Inc. (continued)
The targeted amount of the installment payments is $5,500,000
reduced by the value of the Cambex Shares as of December 31, 2004
and any offsets which are provided for in the Stock Purchase and
Sale Agreement. The amount of offsets has been calculated to be
$1,600,000 on a preliminary basis. If the total of the
Installment Payments due from Cambex for the period extending
from March 12, 2002 through December 31, 2004 (the "Cumulative
Installment Payments"), do not total at least the Targeted
Amount, then no later than the Q4 2004 Installment Date, Cambex
will notify Sellers whether it elects that the Cumulative
Installment Payments shall be deemed to be equal to the Targeted
Amount (the "Election"). If Cambex makes the Election, then in
lieu of any payment obligations to Sellers which Cambex may have
at the time of the Election, Cambex's obligation shall instead be
to pay to Sellers the shortfall between the Targeted Amount, and
the aggregate of all Installment Payments previously paid by
Cambex to the Sellers. If Cambex does not deem the Cumulative
Installment Payments to be equal to the Targeted Amount, either
as a result of electing in such notice not to deem them so or as
a result of failing to provide such notice, then Sellers, within
15 days of Cambex's notice regarding same (or in the absence of
such notice, then within 15 days of the Q4 2004 Installment
Date), shall be entitled to notify Cambex that Sellers
unanimously elect to treat Cambex's failure to deem the
Cumulative Installment Payments to be equal to the Targeted
Amount as an event of default under the Stock Purchase and Sale
Agreement. If Sellers unanimously elect to treat this failure as
an event of default, and timely provide Cambex with written
notice thereof as well as a request for return of the Shares,
then Sellers shall be entitled to a return of the Shares, however
in such event, Sellers shall not be entitled to claim or receive,
and shall have no further rights to, any additional payments,
monies, claims or damages from Cambex from and after such date,
under the Stock Purchase and Sale Agreement. If Sellers do not
elect to treat this failure as an event of default, then Cambex's
obligations shall continue in full force and effect as set forth
in the foregoing three paragraphs, but this provision shall be
deemed deleted from the Stock Purchase and Sale Agreement, and
this provision shall be of no further force or effect. Once
Cambex has distributed an aggregate of $5,500,000 in purchase
price payments, then the provision requiring Cambex to make an
election whether to deem the Cumulative Installment Payments to
be equal to the Targeted Amount, shall be void and of no further
11
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(5) Acquisition of Super PC Memory, Inc.(continued)
force or effect and shall be deemed deleted from the Stock
Purchase and Sale Agreement.
Certain costs and expenses have not been completely determined at
this point in time and may be adjusted in the future.
Had the results of operations for Super PC Memory, Inc. been
included for the whole quarter ended March 31, 2002 and for the
quarter ended March 31, 2001, our revenue, net income(loss) and
income(loss) per share would have been changed to the following
pro forma amounts:
Quarter ended Quarter ended
March 31, March 31,
2002 2001
Revenue: As Reported (000's) $ 2,229 $ 417
Pro Forma 7,030 7,688
Net Income(Loss): As Reported (000's) ( 275) ( 496)
Pro Forma ( 268) ( 220)
Basic and Diluted EPS:As Reported ( 0.02) ( 0.05)
Pro Forma ( 0.02) ( 0.02)
12
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The statements contained in "Management Discussion and Analysis
of Financial Condition and Results of Operations" and elsewhere
throughout this Report on Form 10-QSB that are not historical
facts are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking
statements are subject to certain risks and uncertainties which
could cause actual results to differ materially from those
reflected in the forward-looking statements. These forward-
looking statements reflect management's analysis, judgment,
belief or expectation only as of the date hereof. We undertake
no obligation to publicly revise these forward-looking statements
to reflect events or circumstances that arise after the date
hereof or to publicly release the results of any revisions to
such forward-looking statements that may be made to reflect
events or circumstances after the date hereof. In addition to
the disclosure contained herein, readers should carefully review
any disclosure of risks and uncertainties contained in other
documents we file or have filed from time to time with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934.
We are a leading supplier of advanced memory products that cost-
effectively enhance the performance and reliability of computer
systems and storage networks. We design and supply memories for
computers and fibre channel hardware and software products used
to build storage area networks (SANs). SANs enhance and simplify
the centralized management and sharing of storage resources while
providing improved availability, scalability, performance, and
disaster recovery. SANs have been enabled by the emergence of
fibre channel, a new generation of server to storage
communications technology. We develop and offer fibre channel
host bus adapters and hubs, high availability software, fibre
channel RAID disk arrays and management software for the
deployment of SAN solutions. We supplement our own fibre channel
product offerings by reselling fibre channel SAN hardware and
software solutions from leading manufacturers.
13
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Comparison of the quarter ended March 31, 2002 and the quarter
ended March 31, 2001
Our revenues were $2,229,000 for the quarter ended March 31, 2002
and $417,000 for the quarter ended March 31, 2001. Revenues for
the three months ended March 31, 2002 increased 435% compared to
revenues for the same three months in the prior year due to
memory sales of approximately $1,789,000 by our subsidiary which
was acquired during the first quarter of 2002.
Gross profit rate was 32% of sales for the three months ended
March 31, 2002 and 45% for the three months ended March 31, 2001
due to the product mix as there are lower gross margins on memory
products than fibre channel connectivity products.
Operating expenses for the three months ended March 31, 2002
increased by 45% in comparison to operating expenses for the
comparable three months of the prior year. Selling expenses for
the three months ended March 31, 2002 increased by 193% compared
to the amount of these expenses in the first quarter of fiscal
2001 due to the acquisition of Super PC Memory, Inc. which has a
25 person sales force, which is many times larger than the Cambex
sales force.
Interest expense increased by 46% for the three months ended
March 31, 2002 compared to the three months ended March 31, 2001.
This increase in interest expense was primarily due to funds
borrowed in 2000 and 2001. We borrowed $2,000,000 in January and
February 2000 in exchange for, among other things, our issuance
of series 1 bridge financing notes that accrued interest at the
rate of 8% per annum until their maturity in the third quarter of
2000. Since their maturity, these notes are accruing interest at
the rate of 12% per annum. During 2001, we borrowed $550,000 in
exchange for, among other things, our issuance of 12% promissory
notes. The borrowings which led to the 46% interest expense
14
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
increase were necessary to finance the development of new
products and for working capital purposes.
Total comprehensive net loss for the first quarter of fiscal 2002
was $275,000, or $0.02 per share, as compared with $496,000, or
$0.05 per share, for the first quarter of fiscal 2001.
Inflation
We did not experience any material adverse effects in the first
quarter of 2001 or in the first quarter of 2002 due to general
inflation.
Liquidity and Capital Resources
We have suffered substantial recurring losses from operations for
the last seven consecutive years. Consequently, our ability to
continue as a going concern, is dependent upon several factors
including, but not limited to our ability to generate revenues in
significantly greater amounts than in the past four fiscal years,
our ability to raise additional capital and the assumption that
certain of our lenders will accept shares of our common stock
instead of cash in satisfaction of our obligations. Our working
capital deficit is a significant threat to our ability to
continue as a going concern.
Management continues to work to establish new strategic alliances
that it believes will result in increases in revenues in the
future through the sale of a greater volume of products.
Management has also been active in trying to secure additional
capital. We cannot give any assurances that the actions taken to
date will increase revenues or raise additional capital.
15
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Recent Developments
During the first quarter of 2002, Cambex Corporation completed
the acquisition of Super PC Memory, Inc., a memory supplier for
desktop and laptop personal computers and workstations.
Effective as of March 12, 2002, Super PC Memory, Inc. is a
wholly-owned subsidiary of Cambex Corporation. The sellers, Son
T. Pham, Simon Le and Richard G. Schaefer received 560,000 shares
of Cambex Corporation common stock and will receive fifteen
percent (15%) of Super PC Memory, Inc.'s gross profit for the
period from March 12, 2002 through December 31, 2004, payable
in installment payments pursuant to the terms of the Stock
Purchase and Sale Agreement.
Since Super PC has a 25 person sales force, which is many times
larger than the size of the Cambex sales force, we believe that
as a result of the acquisition the Cambex sales will increase
from the present levels thereby reducing the current cash burn
rate. However, there is no assurance that the expected burn rate
reduction will occur in 2002. Therefore, we will continue our
efforts to raise additional capital to finance operations.
Requirements
Depending upon the market value of shares of our common stock,
any additional financing that we obtain through the sale of
common stock under our common stock purchase agreement we entered
into in 2000 or cash that we may receive from the exercise of
outstanding warrants may be used to repay and prepay debt and for
working capital purposes to fund our continuing operations
including research and development and sales and marketing
expenses.
During the first quarter of 2000, we borrowed $2,000,000 in cash
in exchange for, among other things, our issuance of series 1
bridge financing notes that matured in August and September 2000.
We received net proceeds equal to $1,737,900 as a result of this
bridge financing. The series 1 bridge financing notes bore
interest at the rate of 8% per annum prior to their respective
maturity dates. Since their respective maturity dates, interest
16
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
is accruing at a rate of 12% per annum. These bridge notes are
convertible into shares of our common stock at a weighted average
per share price of $4.08. Because the bridge notes matured before
we registered, under the Securities Act of 1933, as amended, the
offer and resale of shares of our common stock issuable upon
conversion of the bridge notes and exercise of the repricing
warrants and the common stock purchase warrants, we owe premiums
and penalties totaling approximately $607,000 (in addition to the
repayment of principal and interest). Following conversion of the
bridge notes, if the lenders do not realize at least a 20% gain
on shares of common stock that they choose to sell during the 90
days following conversion, then the lenders are entitled to
acquire additional shares of common stock at a price of $0.10 per
share through the exercise of repricing warrants. In addition to
these bridge notes and the attached repricing warrants, we issued
warrants to purchase 300,000 shares of common stock. These
warrants have a weighted average exercise price of $4.54 per
share.
17
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
Resources
Our cash and marketable securities were $220,000 and $210,000 at
March 31, 2002 and December 31, 2001, respectively. Working
capital was a deficit of $8,410,000 and $8,576,000 at March 31,
2002 and at December 31, 2001, respectively. During the quarter
ended March 31, 2001, we did not expend any funds for capital
equipment. During fiscal 2002, we expect to acquire less than
$100,000 of capital equipment.
We have a line of credit of $2,000,000 available from GE Capital
Commercial Services, Inc., limited to 70% of the eligible
receivables of Super PC Memories, Inc. At March 31, 2002 we had a
balance of $1,606,000 under this line of credit. We also have a
revolving credit facility under which we may borrow up to
$1,100,000. At March 31, 2002 we had a balance of $1,045,000
outstanding under this revolving credit facility.
During the third quarter of fiscal 2000, we signed a common stock
purchase agreement with Thumberland Limited, a private investor,
for the future issuance and purchase of shares of our common
stock. The common stock purchase agreement was amended during the
fourth quarter of fiscal 2000. The common stock purchase
agreement establishes what is often referred to as a structured
equity line or an equity drawdown facility. In general, the
drawdown facility operates as follows: the investor has
committed to provide us up to $10 million as we request it over
an 18 month period, in return for common stock we issue to the
investor, subject to registering in advance the shares of common
stock issuable under the Securities Act of 1933. Once every 22
trading days, we may request a draw of up to $1 million of that
money (except that our initial drawdown may be for up to $2
million), subject to a maximum of 18 draws. The maximum amount
we actually can drawdown upon each request will be determined by
the volume-weighted average daily price of our common stock for
the 22 trading days prior to our request and the average trading
volume for the 45 trading days prior to our request. Per the
terms of this agreement, we are currently unable to draw because
we cannot meet the minimum draw amount of $250,000. We filed
registration statements on Form SB-2 with the Securities and
Exchange Commission registering 4,981,542 shares issuable in
connection with the bridge loan financing from the Sovereign
Lenders and the purchase agreement with Thumberland. Those
registration statements were declared effective on November 7,
2000 and December 22, 2000. We filed a post-effective amendment
on Form SB-2 in the second quarter of 2001 and we plan to file an
additional amendment in the second quarter of 2002.
18
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
We need additional capital and additional financing may not be
available. If our stock price and trading volume stay at current
levels, we will not be able to draw down any of the $10 million
under the common stock purchase agreement with Thumberland
Limited which expires in June 2002. We believe that the
combination of current existing cash, available borrowing
capacity and our ability to obtain additional long-term
indebtedness may not be adequate to finance our operations for
our current activities and foreseeable future. Currently, our
cash burn rate is approximately $40,000 per month or $480,000 per
year at the current sales levels. We believe that as a result of
the acquisition of Super PC Memory, Inc. the Cambex sales will
increase from the present levels thereby reducing the cash burn
rate from the previously expected $40,000 per month or $480,000
in 2002. However, there is no assurance that the expected burn
rate reduction will occur in 2002.For each 10 percent reduction
in sales, our cash burn rate would increase by approximately
$10,000 per month. Conversely, for each 10 percent increase in
sales volume, our cash burn rate would decrease by approximately
$10,000 per month. In order to drawdown the minimum amount of
$250,000 under our equity drawdown facility, the average daily
trading volume for the 45 trading days prior to our drawdown
notice multiplied by the average of the volume-weighted average
daily prices of our common stock for the 22 trading days prior to
the notice would have to equal or exceed $56,819. For example, if
the average volume-weighted average daily price of our common
stock was $1.00 and the average daily trading volume for the 45
days prior to our drawdown notice was 56,819, we would be able to
draw down the minimum amount of $250,000. The closing price for
our common stock on March 25, 2002 was $0.60 per share and the
average daily trading volume for the 45 days preceding March 25,
2001 was 5,622 shares which is not sufficient to allow us to be
able draw down the minimum amount of $250,000. The time period
for which we believe our capital is sufficient and the burn rate
are estimates. The actual time period and burn rate may differ
materially as a result of a number of factors, risks and
uncertainties that are described herein. In addition, business
and economic conditions may not make it feasible to draw down
under the facility at every opportunity, and drawdowns are
available only every 22 trading days. We are actively pursuing
raising additional capital but our ability to raise investment
capital during the term of the common stock purchase agreement is
restricted with regard to under market offerings, and if we need
capital but are unable to drawdown under the common stock
purchase agreement for any reason, we may not be able to meet our
anticipated working capital requirements.
19
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
We are attempting to raise additional capital to cover the burn
rate not covered by incremental gross profit. This amount is
dependent upon sales. If sales do not increase or capital cannot
be raised to cover the current burn rate, we intend to reduce
operating expenses as much as practicable to continue operations
until balance is established.
If we are not successful in raising additional capital or
increasing our sales to adequate levels, we will not be able to
continue our current operations and there is substantial doubt as
to our ability to continue as a going concern. There can be no
assurance that we will be successful in raising such additional
capital at all or on terms commercially acceptable to us or our
shareholders.
In addition, the sale of equity securities could result in the
dilution of the percentage ownership of existing shareholders and
could also adversely affect the market price of our common stock.
20
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a party to litigation and claims arising in the
normal course of its business. Barring unforeseen circumstances,
management does not expect the results of these actions to have a
material adverse effect on the Company's business or financial
condition.
Item 2. Change in Securities and Use of Proceeds
On March 12, 2002, Cambex Corporation completed the acquisition
of Super PC Memory, Inc., pursuant to the terms of the Stock
Purchase and Sale Agreement dated as of January 31, 2002 by and
among Cambex Corporation, a Massachusetts corporation, Super PC
Memory, Inc., a California corporation, Son T. Pham,
Simon Le and Richard G. Schaefer. Effective as of March 12, 2002,
Super PC Memory, Inc. is a wholly-owned subsidiary of Cambex
Corporation. The sellers, Son T. Pham, Simon Le and Richard G.
Schaefer received 560,000 shares of Cambex Corporation common
stock and will receive fifteen percent (15%) of Super PC Memory,
Inc.'s gross profit for the period from March 12, 2002 through
December 31, 2004, payable in installment payments pursuant to
the terms of the Stock Purchase and Sale Agreement.
On March 29, 2002, in transactions exempt under Section 4(2) of
the Securities Act, Joseph F. Kruy, Richard E. Calvert, H. Terry
Snowday, Jr. and a person unrelated to the company converted
their 10% Subordinated Convertible Promissory Notes and accrued
interest into common stock. They were issued 7,540,871 shares of
common stock at $0.22 per share.
Son T. Pham, Simon Le, Richard G. Schaefer, Joseph F. Kruy,
Richard E. Calvert, H. Terry Snowday, Jr. and the other note
holder are all accredited investors and have provided us written
representations to that effect.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
21
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT INDEX
The following exhibits are filed herewith or incorporated by reference
herein.
Exhibit
3.1 Restated Articles of Organization of Cambex Corporation (included as
Exhibit 3.1 to the Company's Registration Statement on Form SB-2,
declared effective with the Commission on November 7, 2000, Reg. No.
333-43294, and incorporated herein by reference).
3.2 Restated By-laws of Cambex Corporation (included as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2, declared effective with
the Commission on November 7, 2000, Reg. No. 333-43294, and
incorporated herein by reference).
4.1 Specimen Stock Certificate (included as Exhibit 4.1 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).
4.2 Registration Rights Agreement among the Company and the Purchasers
identified therein (the "Sovereign Purchasers") dated as of January 18,
2000 (included as Exhibit 4.1 to the Company's Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended April 1, 2000, and
incorporated herein by reference).
4.3 Registration Rights Agreement between the Company and Thumberland
Limited dated as of July 14, 2000 (included as Exhibit 4.3 to the
Company's Registration Statement on Form SB-2, declared effective with
the Commission on November 7, 2000, Reg. No. 333-43294, and
incorporated herein by reference).
4.4 Amendment to Registration Rights Agreement between the Company and
Thumberland Limited dated as of November 8, 2000 (included as Exhibit
4.4 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2001 and incorporated herein by reference).
10.1 Employment Agreement between Joseph F. Kruy and the Company,
dated as of November 18, 1994 (included as Exhibit 10.1 to the
Company's Amendment to Quarterly Report on Form 10-Q/A for the quarter
ended April 1, 2000, and incorporated herein by reference).
22
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.2 Incentive Bonus Plan (included as Exhibit 10.2 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).
10.3 1987 Combination Stock Option Plan (included as Exhibit 10.8 to
the Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1987, and incorporated herein by reference).
10.4 2000 Equity Incentive Plan (included as Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, and incorporated herein by reference).
10.5 Series 1 Bridge Note Purchase Agreement among the Company and the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.7 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
10.6 Escrow Agreement among the Company, the Sovereign Purchasers and
Suntrust Bank, Atlanta dated as of January 6, 2000 (included as Exhibit
10.8 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
10.7 Placement Agent Agreement between the Company and Sovereign
Capital Advisors, LLC ("Sovereign Advisors") dated as of January 18, 2000
(included as Exhibit 10.9 to the Company's Amendment to Quarterly
Report on Form 10-Q/A for the quarter ended April 1, 2000, and
incorporated herein by reference).
10.8 Guaranty Agreement among Joseph F. Kruy, the Company and the
Sovereign Purchasers dated as of January 18, 2000. (included as Exhibit 10.10
to the Company's Amendment to Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.9 Guaranty Agreement among CyberFin Corporation, the Company and
the Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.11 to the Company's Amendment to Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
10.10 Stock Pledge Agreement by Joseph F. Kruy in favor of the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.12 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.11 Stock Pledge Agreement by CyberFin Corporation in favor of the
Sovereign Purchasers dated as of January 18, 2000 (included as Exhibit
10.13 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.12 Series 1 Bridge Financing Note in favor of SovCap Equity
Partners, Ltd. dated as of January 18, 2000 (included as Exhibit 10.14
to the Company's Amendment to the Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
23
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.13 Series 1 Bridge Financing Note in favor of Correllus
International, Ltd. dated as of January 18, 2000 (included as Exhibit
10.16 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.14 Common Stock Purchase Warrant in favor of SovCap Equity Partners,
Ltd. dated as of January 18, 2000 (included as Exhibit 10.18 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.15 Common Stock Purchase Warrant in favor of Correllus
International, Ltd. dated as of January 18, 2000 (included as Exhibit
10.19 to the Company's Amendment to the Quarterly Report on Form 10-Q/A
for the quarter ended April 1, 2000, and incorporated herein by
reference).
10.16 Sovereign Warrant Agreement between the Company and Sovereign
Advisors dated as of January 18, 2000 (included as Exhibit 10.20 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.17 Warrant Certificate registered in the name of Sovereign Advisors
dated January 18, 2000 (included as Exhibit 10.21 to the Company's
Amendment to the Quarterly Report on Form 10-Q/A for the quarter ended
April 1, 2000, and incorporated herein by reference).
10.18 Series 1 Bridge Financing Note in favor of Arab Commerce Bank
Ltd. dated as of February 9, 2000 (included as Exhibit 10.22 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.19 Common Stock Purchase Warrant in favor of Arab Commerce Bank Ltd.
dated as of February 9, 2000 (included as Exhibit 10.24 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.20 Series 1 Bridge Financing Note in favor of SovCap Equity
Partners, Ltd. dated as of February 9, 2000 (included as Exhibit 10.25
to the Company's Amendment to the Quarterly Report on Form 10-Q/A for
the quarter ended April 1, 2000, and incorporated herein by reference).
10.21 Common Stock Purchase Warrant in favor of SovCap Equity Partners,
Ltd. dated as of February 9, 2000 (included as Exhibit 10.27 to the
Company's Amendment to the Quarterly Report on Form 10-Q/A for the
quarter ended April 1, 2000, and incorporated herein by reference).
10.22 Common Stock Purchase Agreement between the Company and
Thumberland Limited dated as of July 14, 2000 (included as Exhibit
10.22 to the Company's Registration Statement on Form SB-2, declared
effective with the Commission on November 7, 2000, Reg. No. 333-43294,
and incorporated herein by reference).
24
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.23 Amendment to Common Stock Purchase Agreement between the Company
and Thumberland Limited, dated as of November 8, 2000 (included as
Exhibit 10.23 to the Company's Quarterly Report on 10QSB for the
quarter ended March 31, 2001, and incorporated herein by
reference).
10.24 Escrow Agreement among the Company, Thumberland Limited and
Epstein, Becker & Green, P.C., dated as of July 14, 2000 (included as
Exhibit 10.23 to the Company's Registration Statement on Form SB-2,
declared effective with the Commission on November 7, 2000, Reg. No.
333-43294, and incorporated herein by reference).
10.25 Stock Purchase Warrant in favor of Thumberland Limited dated as
of July 14, 2000 (included as Exhibit 10.24 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).
10.26 Stock Purchase Warrant in favor of Ladenburg Thalmann & Co. Inc.
dated as of July 14, 2000 (included as Exhibit 10.25 to the Company's
Registration Statement on Form SB-2, declared effective with the
Commission on November 7, 2000, Reg. No. 333-43294, and incorporated
herein by reference).
10.27 Loan and Security Agreement, as amended, by and between the
Company and BA Associates, Inc. (included as Exhibit 10.27 to the Company's
Registration Statement on Form SB-2 filed with the Commission on November 29,
2000, Reg. No. 333-50936, and incorporated herein by reference.)
10.28 Fifth Amendment to Loan and Security Agreement, as amended, by and
between the Company and B.A. Associates, Inc., dated as of December 27, 2000
(included as Exhibit 10.28 to the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2000 and incorporated herein by
reference).
10.29 Form of Warrant Certificate between the Company and B.A. Associates,
Inc. (included as Exhibit 10.28 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2000 and incorporated herein by
reference).
10.30 Sixth Amendment to Loan and Security Agreement, as amended, by and
between the Company and B.A. Associates, Inc., dated as of December 27,
2001(included as Exhibit 10.30 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2001 and incorporated herein by
reference).
10.31 Stock Purchase and Sale Agreement dated as of January 31, 2002 by
and among Cambex Corporation, Super PC Memory, Inc., Son T. Pham,
Simon Le and Richard G. Schaefer (included as Exhibit 2.1 to the Company's
Current Report on Form 8-K dated March 27, 2002, and incorporated herein by
reference).
25
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
Item 6. Exhibits and Reports on Form 8-K (continued)
(b) Reports on Form 8-K
On November 7, 2001, we filed a Report on Form 8-K
disclosing that we have entered into a letter of intent
with Super PC Memory, Inc., a privately-held company,
pursuant to which Super PC Memory would become a
wholly-owned subsidiary of Cambex Corporation. On March 27,
2002, we filed a Report on Form 8-K disclosing that we
had completed the acquisition of Super PC Memory, Inc.
26
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2002 Commission File: 0-6933
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CAMBEX CORPORATION
By: /s/ Joseph F. Kruy
Joseph F. Kruy
President and Treasurer
Dated: May 20, 2002