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: June 30, 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 shares outstanding of each of the issuer's classes of
common stock, As of the latest practicable date.
Class Outstanding as of June 30, 2002
Preferred 245,463 shares
Common 18,320,351 shares
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2002 AND DECEMBER 31, 2001
ASSETS
JUNE 30, DECEMBER 31,
2002 2001
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 63,758 $ 209,573
ACCOUNTS RECEIVABLE,
Less Reserves of $88,000
in 2002 and $58,000 in 2001 2,453,536 240,384
INVENTORIES 642,732 472,910
PREPAID EXPENSES 67,196 56,729
TOTAL CURRENT ASSETS $ 3,227,222 $ 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 3,790,336 3,772,186
NET PROPERTY AND EQUIPMENT $ 39,148 $ 45,418
OTHER ASSETS
DEFERRED OFFERING COSTS $ - $ 427,975
GOODWILL 313,670 -
OTHER 45,630 37,830
TOTAL OTHER ASSETS $ 359,300 $ 465,805
TOTAL ASSETS $ 3,625,670 $ 1,490,819
2
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 AND DECEMBER 31, 2001
LIABILITIES AND STOCKHOLDERS' INVESTMENT
JUNE 30, DECEMBER 31,
2002 2001
CURRENT LIABILITIES:
LINE OF CREDIT $ 1,059,258 $ -
LOAN AGREEMENT 1,092,218 1,057,991
NOTES PAYABLE 400,000 2,850,000
ACCOUNTS PAYABLE 1,993,675 826,852
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 240,000
OTHER LIABILITIES-SHORT
TERM PORTION 2,631,057 2,629,765
ACCRUED EXPENSES 1,249,680 1,950,672
TOTAL CURRENT LIABILITIES $ 8,665,888 $ 9,555,280
LONG TERM DEBT $ - $ 1,273,730
OTHER LIABILITIES-LONG
TERM PORTION 67,637 84,642
DEFERRED REVENUE - -
STOCKHOLDERS' INVESTMENT:
PREFERRED STOCK, $ 1.00 PAR VALUE PER SHARE
AUTHORIZED - 3,000,000 SHARES
SERIES A - ISSUED - 98,223 shares in 2002 $ 98,223 $ -
SERIES B - ISSUED - 147,240 shares in 2002 147,240 -
COMMON STOCK, $ .10 PAR VALUE PER SHARE
AUTHORIZED - 25,000,000 SHARES
ISSUED -19,865,609 shares in 2002, and
11,484,738 shares in 2001 1,986,561 1,148,474
CAPITAL IN EXCESS OF PAR VALUE 20,498,545 16,268,677
ACCUMULATED OTHER
COMPREHENSIVE INCOME 102,677 102,677
RETAINED EARNINGS (DEFICIT) (27,052,130) (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 $ (5,107,855) $ (9,422,833)
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 3,625,670 $ 1,490,819
3
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
For the Quarter Ended For the Six Months Ended
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
REVENUES $5,845,369 $ 466,978 $8,074,077 $ 883,920
COST OF SALES 4,658,934 225,624 6,166,955 453,740
Gross profit $1,186,435 $ 241,354 $1,907,122 $ 430,180
OPERATING EXPENSES:
Research and development $ 251,770 $ 277,130 $ 488,948 $ 568,694
Selling 1,114,372 133,166 1,543,884 279,688
General and administrative 372,944 152,861 507,775 267,250
Total operating expenses $1,739,086 $ 563,157 $2,540,607 $1,115,632
OPERATING INCOME (LOSS) $ (552,651)$(321,803)$ (633,485)$ (685,452)
OTHER INCOME (EXPENSE):
Interest expense (171,149) (137,000) (364,955) (269,000)
Interest income - - - -
Other income (expense) - - - -
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEMS $ (723,800)$(458,803)$ (998,440)$ (954,452)
Provision for income taxes - - - -
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS $ (723,800)$(458,803)$ (998,440)$ (954,452)
Extraordinary Items - - - -
NET INCOME (LOSS) $ (723,800)$(458,803)$ (998,440)$ (954,452)
OTHER COMPREHENSIVE INCOME,
NET OF TAX:
Foreign Currency
translation Adjustments - - - -
OTHER COMPREHENSIVE INCOME $ - $ - $ - $ -
TOTAL COMPREHENSIVE INCOME (LOSS) $ (723,800)$(458,803)$ (998,440)$ (954,452)
INCOME(LOSS) PER COMMON SHARE $ (0.05)$ (0.05)$ (0.08)$ (0.10)
Weighted Average Common Shares
Outstanding 13,500,000 9,900,000 13,000,000 9,845,000
Weighted Average Common and Common
Equivalent Shares Outstanding 13,500,000 9,900,000 13,000,000 9,845,000
4
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
Preferred Stock Common Stock Capital in Retained Cost of
$1.00 $.10 Excess of Earnings Shares
Par Value Par Value Par Value (Deficit) Held in
Treasury
BALANCE AT
JANUARY 1, 2001 $ - $1,128,785 $16,024,049$(24,510,407)$(876,966)
ADD:
Net loss $ - $ - $ - $( 954,452)$ -
Issuance of warrants - - 1,400 - -
Issuance of common stock - 250 3,031 - -
Purchase of shares for
the treasury - - - - (12,005)
Conversion of note payable - 19,439 164,322 - -
BALANCE AT
June 30, 2001 $ - $1,148,474 $16,192,802$(25,464,859)$(888,971)
BALANCE AT
JANUARY 1, 2002 $ - $1,148,474 $16,268,677$(26,053,690)$(888,971)
ADD:
Net loss $ - $ - $ - $( 998,440)$ -
Conversion of long
term debt - 754,087 904,905 - -
Acquisition of business - 84,000 302,800 - -
Conversion of notes
payable 245,463 - 3,022,163 - -
BALANCE AT
JUNE 30, 2002 $245,463 $1,986,561 $20,498,545 $(27,052,130)$(888,971)
Accumulated Other
Comprehensive Income
BALANCE AT
January 1, 2001 $102,465
ADD -
BALANCE AT
JUNE 30, 2001 $102,465
BALANCE AT
January 1, 2002 $102,677
ADD -
BALANCE AT
JUNE 30, 2002 $102,667
5
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001
Six Months Ended
June 30, June 30,
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $( 998,440)$( 954,452)
Adjustments to reconcile net income(loss)
to net cash provided by(used in)
operating activities:
Depreciation $ 18,150 $ 25,350
Amortization of prepaid expenses 4,048 7,225
Change in assets and liabilities:
Decrease (increase) in accounts receivable 494,563 ( 5,953)
Decrease(increase)in inventory 730,548 43,048
Decrease(increase)in prepaid expenses 3,491 4,891
Decrease(increase)in other assets 166 -
Increase(decrease)in accounts payable ( 320,951) 100,444
Increase(decrease)in accrued expenses 301,319 238,937
Increase(decrease)in other liabilities ( 15,713) ( 20,480)
Total adjustments $ 1,215,621 $ 393,462
Net cash provided by(used in) operating activities $ 217,181 $( 560,990)
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 $ 150,000 $ 350,000
Proceeds from sale of common stock and warrants - 4,681
Net borrowings (repayments)under line of credit ( 547,223) -
Net borrowings (repayments)under loan agreement 34,227 15,362
Net cash provided by
(used in) financing activities $( 362,996)$ 370,043
Effect of exchange rate changes on cash - -
Net increase (decrease) in
cash and cash equivalents $( 145,815)$( 190,947)
Cash and cash equivalents at beginning of year 209,573 234,512
Cash and cash equivalents at end of period $ 63,758 $ 43,565
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 44,564 $ -
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 $ 511,800 $ -
Conversion of notes payable and accrued interest
into preferred stock, net of deferred
offering costs $3,267,626 $ -
6
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 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:
June 30, December 31,
2002 2001
Raw materials $ 354,356 $ 367,570
Work-in-process 60,073 59,591
Finished goods 228,303 45,749
$ 642,732 $ 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: June 30, 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 period. Common share equivalents were not included in diluted income
(loss) per share because we incurred a loss for the period. The inclusion of
common stock equivalents would have had an antidilutive effect on the
computation of diluted income (loss) per share.
(3) Short Term Borrowings
We have a line of credit of $2,000,000 available from GE Capital
Commercial Services, Inc., limited to 75% of the eligible receivables of
Super PC Memories, Inc. At June 30, 2002 we had a balance of $1,059,000 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 $1,092,218 and
$1,057,991 at June 30, 2002 and December 31, 2001, respectively.
Notes payable of $400,000 at June 30, 2002 include $250,000 of
advances payable which are due on demand. The $250,000 of advances payable
includes amounts of $150,000 from related parties. . In the second quarter of
2002, related party holders of secured notes converted $1,000,000 of
principal plus $227,801 of accrued interest into 98,223 shares of Series A
Convertible Preferred stock. The Series A Convertible Preferred shares pay a
12% annual dividend. The purchase price per share of the Series A Convertible
Preferred stock was $12.50. The Series A Preferred stock is convertible into
shares of common stock, at any time at the holder's option. The holders of
the 98,223 shares of Series A Preferred stock could convert their preferred
shares into 982,230 shares of common stock.
The balance of $150,000, 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
8
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(3) Short Term Borrowings (Continued)
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. The remaining bridge notes are convertible into shares of our common
stock at any time at a share price of $6.09. 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 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. In the
second quarter of 2002, one of our lenders converted $1,600,000 of principal,
$487,067 of premium and penalties, $430,733 of interest, and all attached
repricing warrants into 147,240 shares of Series B Convertible Preferred
stock. The Series B Convertible Preferred shares pay a 12% annual dividend.
The purchase price per share of the Series B Convertible Preferred stock was
$17.10. The Series B Preferred stock is convertible into shares of common
stock, at any time at the holder's option.
9
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(3) Short Term Borrowings (Continued)
The holders of the 147,240 shares of Series B Preferred stock could convert
their Preferred shares into 1,525,939 shares of common stock. The holders of
the Series B Convertible Preferred stock were granted registration rights for
the underlying common stock into which the Preferred is convertible.
(4) Long-Term Debt and Related Matters
Long-term debt at June 30, 2002 and December 31, 2001 consists of the
following:
June 30, 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.
(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.
10
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(5) Acquisition of Super PC Memory, Inc. (continued)
The purchase price included 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 were to 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.
On July 29, 2002, we amended the agreement with the Sellers for the purchase
of 100% of the outstanding common stock of Super PC Memory, Inc. We issued
an additional 280,000 shares of Cambex common stock and in return the Sellers
agreed that they were no longer entitled to receive 15% of Super PC's gross
profit for the period from March 12, 2002 through December 31, 2004 or any
other additional consideration for the sale of 100% of the outstanding common
stock of Super PC Memory, Inc. The additional 280,000 shares are valued at
$145,600 based on the closing price on the date of the acquisition of $0.52
per share of Cambex common stock.
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 $314,000.
Certain costs and expenses have not been completely determined at this point
in time and may be adjusted in the future.
11
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(5) Acquisition of Super PC Memory, Inc.(Continued)
Had the results of operations for Super PC Memory, Inc. been included for the
whole six months ended June 30, 2002 and for the six months ended June 30,
2001, our revenue, net income(loss) and income(loss) per share would have
been changed to the following pro forma amounts:
Six Months ended Six Months ended
June 30, June 30,
2002 2001
Revenue: As Reported (000's) $ 8,074 $ 884
Pro Forma 12,897 14,111
Net Income(Loss): As Reported (000's) ( 998) ( 954)
Pro Forma ( 991) ( 889)
Basic and Diluted EPS:As Reported ( 0.08) ( 0.10)
Pro Forma ( 0.08) ( 0.08)
12
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 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 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: June 30, 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 June 30, 2002 and the quarter ended June 30,
2001
Our revenues were $5,845,000 for the quarter ended June 30, 2002 and $467,000
for the quarter ended June 30, 2001. Revenues for the three months ended June
30, 2002 increased 1151% compared to revenues for the same three months in
the prior year due to memory sales of approximately $5,593,000 by our
subsidiary which was acquired during the first quarter of 2002.
Gross profit rate was 20% of sales for the three months ended June 30, 2002
and 52% for the three months ended June 30, 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 June 30, 2002 increased by 209%
in comparison to operating expenses for the comparable three months of the
prior year. Selling expenses for the three months ended June 30, 2002
increased by 737% compared to the amount of these expenses in the second
quarter of fiscal 2001 due to the acquisition of Super PC Memory, Inc. which
had a 25 person sales force, which is many times larger than the Cambex sales
force.
Interest expense increased by 25% for the three months ended June 30, 2002
compared to the three months ended June 30, 2001. This increase in interest
expense was primarily due to funds borrowed in 2000, 2001 and 2002. 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 2002 and 2001, we borrowed $150,000 and $550,000,
respectively, in exchange for, among other things, our issuance of 12%
promissory notes. We have a line of credit of $2,000,000 available from GE
Capital Commercial Services, Inc., limited to 75% of the eligible receivables
of Super PC Memories, Inc. At June 30, 2002 we had a balance of $1,059,000
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 $1,092,218
and $1,057,991 at June 30, 2002 and December 31, 2001,
14
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
respectively. The borrowings which led to the 25% interest expense increase
were necessary to finance the development of new products and for working
capital purposes.
Total comprehensive net loss for the second quarter of fiscal 2002 was
$724,000, or $0.05 per share, as compared with $459,000, or $0.05 per share,
for the second quarter of fiscal 2001.
Inflation
We did not experience any material adverse effects in the second quarter of
2001 or in the second 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 and gross profit 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 or preferred 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: June 30, 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 Stock Purchase and Sale Agreement was
amended on July 29, 2002. As amended, the sellers, Son T. Pham, Simon Le and
Richard G. Schaefer received 840,000 shares of Cambex Corporation common
stock for 100% of the outstanding common stock of Super PC Memory, Inc..
Since Super PC presently has an 18 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 Cambex sales will increase from 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
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
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
16
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
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. In the second quarter of 2002, SovCap Equity Partners, Ltd. converted
Series 1 Bridge Financing Notes ($1,600,000 of unpaid principal plus
interest, premiums and penalties) into 147,240 shares of Series B Convertible
Preferred stock. The Series B Convertible Preferred Shares pay a 12% annual
dividend. The Series B Preferred stock is convertible into shares of common
stock, at any time at the holder's option. The holders of the 147,240 shares
of Series B Preferred stock could convert their Preferred shares into
1,525,939 shares of common stock.
17
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 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 $64,000 and $210,000 at June 30, 2002
and December 31, 2001, respectively. Working capital was a deficit of
$5,439,000 and $8,576,000 at June 30, 2002 and at December 31, 2001,
respectively. During the quarter ended June 30, 2002, 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 75% of the eligible receivables of Super PC
Memories, Inc. At June 30, 2002 we had a balance of $1,059,000 under this
line of credit. We also have a revolving credit facility under which we may
borrow up to $1,100,000. At June 30, 2002 we had a balance of $1,092,000
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 expired in June 2002.
We need additional capital and additional financing may not be available. 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 $60,000
per month or $720,000 per year at the current sales levels. We believe that
as a result of the acquisition of Super PC Memory, Inc. Cambex sales and
gross profit will increase from the present levels thereby reducing the cash
burn rate from the previously expected $60,000 per month or $720,000 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 $30,000 per month. Conversely, for each 10
percent increase in sales volume, our cash burn rate would decrease by
approximately $30,000 per month. The time period for which we believe our
capital is sufficient
18
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
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. We are actively pursuing raising additional
capital and if we are unable to raise additional capital, we may not be able
to meet our anticipated working capital requirements.
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.
19
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 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 and amended as of July 29, 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 840,000 shares of Cambex Corporation common
stock.
On June 28, 2002, in transactions exempt under Section 4(2) of the Securities
Act, Joseph F. Kruy, Richard E. Calvert, H. Terry Snowday, Jr., and Philip
Hankins converted Loan and Security Agreements with an aggregate principal
amount of $1,000,000 plus accrued interest into Series A Convertible
Preferred stock. They were issued 98,223 shares of Series A Convertible
Preferred stock. The Series A Preferred stock is convertible into shares of
common stock, at any time at the holder's option. The holders of the 98,223
shares of Series A Preferred stock could convert their preferred shares into
982,230 shares of common stock.
On June 28, 2002, in transactions exempt under Section 4(2) of the Securities
Act, SovCap Equity Partners, Ltd. converted Series 1 Bridge Financing Note
($1,600,000 of unpaid principal plus interest, premiums and penalties) into
147,240 shares of Series B Convertible Preferred stock. The Series B
Preferred stock is convertible into shares of common stock, at any time at
the holder's option. The holders of the 147,240 shares of Series B Preferred
stock could convert their Preferred shares into 1,525,939 shares of common
stock.
20
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Item 2. Change in Securities and Use of Proceeds(continued)
Son T. Pham, Simon Le, Richard G. Schaefer, Joseph F. Kruy, Richard E.
Calvert, H. Terry Snowday, Jr., Philip Hankins, and SovCap Equity Partners,
Ltd. 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.
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).
21
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
4.5 Registration Rights Agreement among the Company and the Purchasers
identified therein (SovCap Equity Partners, Ltd.) dated as of June 28,
2002.
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).
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).
22
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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).
23
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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).
24
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
10.32 Amendment to the Stock Purchase and Sale Agreement dated as of July 29,
2002 by and among Cambex Corporation, Super PC Memory, Inc., Son T. Pham,
Simon Le and Richard G. Schaefer.
10.33 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and Richard Calvert.
10.34 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and H. Terry Snowday.
10.35 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and The Hankins Family Trust.
10.36 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and Joseph Kruy.
10.37 Series A Preferred Stock Certificate of Designations.
10.38 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and SovCap Equity Partners, Ltd.
10.39 Series B Preferred Stock Certificate of Designations.
25
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 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. On
May 30, 2002, we filed an amendment to the Report on
Form 8-K in order to include financial statements and
pro forma financial information required by Item 7 of
Form 8-K.
26
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: June 30, 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: August 19, 2002
27