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: September 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 September 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
September 30, 2002 AND DECEMBER 31, 2001
ASSETS
SEPTEMBER 30, DECEMBER 31,
2002 2001
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 256,054 $ 209,573
ACCOUNTS RECEIVABLE,
Less Reserves of $58,000
in 2002 and in 2001 1,892,592 240,384
INVENTORIES 419,060 472,910
PREPAID EXPENSES 81,754 56,729
TOTAL CURRENT ASSETS $ 2,649,460 $ 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 3,799,411 3,772,186
NET PROPERTY AND EQUIPMENT $ 30,073 $ 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 $ 3,038,833 $ 1,490,819
2
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
LIABILITIES AND STOCKHOLDERS' INVESTMENT
SEPTEMBER 30, DECEMBER 31,
2002 2001
CURRENT LIABILITIES:
LINE OF CREDIT $ 816,639 $ -
LOAN AGREEMENT 1,003,746 1,057,991
NOTES PAYABLE 425,000 2,850,000
ACCOUNTS PAYABLE 2,202,059 826,852
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 240,000
OTHER LIABILITIES-SHORT
TERM PORTION 2,689,540 2,629,765
ACCRUED EXPENSES 1,087,678 1,950,672
TOTAL CURRENT LIABILITIES $ 8,464,662 $ 9,555,280
LONG TERM DEBT $ - $ 1,273,730
OTHER LIABILITIES-LONG
TERM PORTION - 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) (27,370,104) (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 $ (5,425,829) $ (9,422,833)
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 3,038,833 $ 1,490,819
3
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 29, 2001
For the Quarter Ended For the Nine Months Ended
September 30,September 29,September 30,September 29,
2002 2001 2002 2001
REVENUES $3,401,232 $ 504,264 $11,475,309 $ 1,388,184
COST OF SALES 2,463,138 225,996 8,630,093 679,736
Gross profit $ 938,094 $ 278,268 $2,845,216 $ 708,448
OPERATING EXPENSES:
Research and development $ 260,375 $ 222,235 $ 749,323 $ 790,929
Selling 710,966 79,210 2,254,850 358,898
General and administrative 207,173 78,220 714,948 345,470
Total operating expenses $1,178,514 $ 379,665 $3,719,121 $ 1,495,297
OPERATING INCOME (LOSS) $ (240,420)$ (101,397) $ (873,905)$ (786,849)
OTHER INCOME (EXPENSE):
Interest expense ( 77,554) (143,000) (442,509) (412,000)
Interest income - - - -
Other income (expense) - - - -
INCOME (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY ITEMS $ (317,974)$ (244,397)$(1,316,414)$(1,198,849)
Provision for income taxes - - - -
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS $ (317,974)$ (244,397)$(1,316,414)$(1,198,849)
Extraordinary Items - - - -
NET INCOME (LOSS) $ (317,974)$ (244,397)$(1,316,414)$(1,198,849)
OTHER COMPREHENSIVE INCOME,
NET OF TAX:
Foreign Currency
translation Adjustments - - - -
OTHER COMPREHENSIVE INCOME $ - $ - $ - $ -
TOTAL COMPREHENSIVE LOSS $ (317,974)$ (244,397)$(1,316,414)$(1,198,849)
INCOME(LOSS) PER COMMON SHARE $ (0.02)$ (0.02)$ (0.09) (0.12)
Weighted Average Common Shares
Outstanding 18,300,000 9,940,000 14,500,000 9,875,000
Weighted Average Common and Common
Equivalent Shares Outstanding 18,300,000 9,940,000 14,500,000 9,875,000
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 $ - $ - $ - $( 1,198,849)$ -
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
September 29, 2001 $ - $1,148,474 $16,192,802$(25,709,256)$(888,971)
BALANCE AT
JANUARY 1, 2002 $ - $1,148,474 $16,268,677$(26,053,690)$(888,971)
ADD:
Net loss $ - $ - $ - $( 1,316,414)$ -
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
SEPTEMBER 30, 2002 $245,463 $1,986,561$20,498,545$(27,370,104)$(888,971)
Accumulated Other
Comprehensive Income
BALANCE AT
January 1, 2001 $102,465
ADD -
BALANCE AT
SEPTEMBER 29, 2001 $102,465
BALANCE AT
January 1, 2002 $102,677
ADD -
BALANCE AT
SEPTEMBER 30, 2002 $102,667
5
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 29, 2001
Nine Months Ended
September 30,September 29,
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(1,316,414)$(1,198,849)
Adjustments to reconcile net income(loss)
to net cash provided by(used in)
operating activities:
Depreciation $ 27,225 $ 38,025
Amortization of prepaid expenses 4,048 7,225
Change in assets and liabilities:
Decrease (increase) in accounts receivable 1,055,507 24,437
Decrease(increase)in inventory 954,220 31,480
Decrease(increase)in prepaid expenses ( 11,067) 2,407
Decrease(increase)in other assets 166 -
Increase(decrease)in accounts payable ( 112,567) 206,399
Increase(decrease)in accrued expenses 139,317 358,062
Increase(decrease)in other liabilities ( 24,867) ( 21,706)
Total adjustments $ 2,031,982 $ 646,329
Net cash provided by(used in) operating activities $ 715,568 $( 552,520)
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 $ 175,000 $ 550,000
Proceeds from sale of common stock and warrants - 4,681
Net borrowings (repayments)under line of credit ( 789,842) -
Net borrowings (repayments)under loan agreement ( 54,245) ( 377)
Net cash provided by
(used in) financing activities $( 669,087)$ 554,304
Effect of exchange rate changes on cash - -
Net increase (decrease) in
cash and cash equivalents $ 46,481 $ 1,784
Cash and cash equivalents at beginning of year 209,573 234,512
Cash and cash equivalents at end of period $ 256,054 $ 236,296
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 75,868 $ 50,000
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: September 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:
September 30, December 31,
2002 2001
Raw materials $ 305,972 $ 367,570
Work-in-process 57,640 59,591
Finished goods 55,448 45,749
$ 419,060 $ 472,910
7
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 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
Our Super PC Memory, Inc. subsidiary has 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 Memory, Inc. At September 30,
2002 we had a balance of $816,639 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 $1,003,746 and $1,057,991 at September 30, 2002 and
December 31, 2001, respectively.
Notes payable of $425,000 at September 30, 2002 include $275,000 of
advances payable which are due on demand. The $275,000 of advances payable
includes amounts of $175,000 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.
8
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(3) Short Term Borrowings (continued)
The balance of $150,000 represents a bridge financing note issued in
2000. The bridge financing note bore interest at the rate of 8% per annum
prior to maturity. Since maturity, interest is accruing on this note at a
rate of 12% per annum. The bridge note is convertible into shares of our
common stock at any time at a share price of $6.09. Because the bridge note
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 note, the lender became entitled to premiums and penalties
totaling approximately $43,600 (in addition to the repayment of principal and
interest). Following conversion of the bridge note, if the lender does not
realize at least a 20% gain on shares of common stock that it chooses to sell
during the 90 days following conversion, then the lender is 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 the bridge notes
and the attached repricing warrants, we issued the lender warrants to
purchase 22,500 shares of common stock. These warrants have an exercise price
of $7.01 per share. There is no value associated with these warrants recorded
on our books.
9
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2002 Commission File: 0-6933
Notes & Comments (Continued):
(4) Long-Term Debt and Related Matters
Long-term debt at September 30, 2002 and December 31, 2001 consists of the
following:
September 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: September 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: September 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 nine months ended September 30, 2002 and for the nine months ended
September 29, 2001, our revenue, net income(loss) and income(loss) per share
would have been changed to the following pro forma amounts:
Nine Months ended Nine Months ended
September 30, September 29,
2002 2001
Revenue: As Reported (000's) $11,475 $ 1,388
Pro Forma 16,298 19,783
Net Income(Loss): As Reported (000's) (1,316) (1,199)
Pro Forma (1,309) (1,379)
Basic and Diluted EPS:As Reported ( 0.09) ( 0.12)
Pro Forma ( 0.09) ( 0.13)
12
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 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 designer and supplier of data storage products and solutions. Our
products include memory for computing systems and fibre channel connectivity
and storage products used to build storage area networks (SANs).
We design, manufacture, and market memory products that enhance the
performance and reliability of computing systems and networking devices. A
processor's memory is used to hold temporary instructions and data needed to
execute tasks. This enables the computer's CPU to access instructions and
data quickly. After upgrading a processor's memory, the computer will
process data faster, because it will need to access its slower secondary
storage (i.e., the disk drive) less frequently. We provide memory upgrade
solutions for all the major servers, workstations, and personal computers
manufactured by IBM, Sun, Hewlett-Packard, and Dell. Adding additional
memory is both application transparent and the most cost-effective solution
for eliminating many system performance bottlenecks.
We develop and offer fibre channel host bus adapters and hubs, high
availability software, fibre channel disk storage arrays and management
software for the deployment of SAN solutions. SANs enhance and simplify the
centralized management and sharing of data 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. By reselling fibre channel
hardware and software products from leading manufacturers, together with our
internally developed products, we are able to offer customers a complete
interoperable SAN solution.
13
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 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 September 30, 2002 and the quarter ended
September 30, 2001
Our revenues were $3,401,000 for the quarter ended September 30, 2002 and
$504,000 for the quarter ended September 29, 2001. Revenues for the three
months ended September 30, 2002 increased 574% compared to revenues for the
same three months in the prior year due to the additional memory sales by our
Super PC Memory, Inc. subsidiary which was acquired during the first quarter
of 2002.
Gross profit rate was 28% of sales for the three months ended September 30,
2002 and 55% for the three months ended September 29, 2001 due to the product
mix as there are lower gross margins on our memory products than our fibre
channel connectivity products.
Operating expenses for the three months ended September 30, 2002 increased by
210% in comparison to operating expenses for the comparable three months of
the prior year. Selling expenses for the three months ended September 30,
2002 increased by 798% compared to the amount of these expenses in the third
quarter of fiscal 2001 due to the additional expenses of our subsidiary.
Interest expense decreased by 46% for the three months ended September 30,
2002 compared to the three months ended September 29, 2001. This decrease in
interest expense was primarily due to the conversion of notes payable into
common and preferred stock in the first and second quarters of 2002. We
borrowed $150,000 in February 2000 in exchange for, among other things, our
issuance of a bridge financing note that accrued interest at the rate of 8%
per annum until its maturity in the third quarter of 2000. Since its
maturity, the note is 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. Our Super PC
Memory subsidiary has 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 Memory. At September 30, 2002 we had a balance of $816,639 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 $1,003,746 and
$1,057,991 at September 30, 2002 and December 31, 2001,
14
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2002 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
respectively. These borrowings were necessary to finance the development of
new products and for working capital purposes.
Total comprehensive net loss for the third quarter of fiscal 2002 was
$318,000, or $0.02 per share, as compared with $244,000, or $0.02 per share,
for the third quarter of fiscal 2001.
Inflation
We did not experience any material adverse effects in the third quarter of
2001 or in the third 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, and our ability to raise
additional capital. 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 and gross profit or raise additional
capital.
15
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 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
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 activities. Currently, our cash burn rate from operations
is approximately $80,000 per month or $960,000 per year at the current sales
levels. For each $100,000 reduction in sales, our cash burn rate would
increase by approximately $28,000 per month. Conversely, for each $100,000
increase in sales, our cash burn rate would decrease by approximately $28,000
per month. These numbers may change based on product mix. 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. 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 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 $1,003,746 at September 30, 2002. We also have
notes payable of $425,000 at September 30, 2002 include $275,000 of advances
payable which are due on demand. The $275,000 of advances payable includes
amounts of $175,000 from related parties.
16
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 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 $256,000 and $210,000 at September
30, 2002 and December 31, 2001, respectively. Working capital was a deficit
of $5,815,000 and $8,576,000 at September 30, 2002 and at December 31, 2001,
respectively. The decrease in working capital deficit was primarily due to
the conversion of debt into common and preferred stock. During the quarter
ended September 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.
Our Super PC Memory, Inc. subsidiary has 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 Memory. At September 30, 2002 we had a
balance of $816,639 under this line of credit.
We also have a revolving credit facility 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 under which we may borrow up
to $1,100,000. At September 30, 2002 we had a balance of $1,003,746
outstanding under this revolving credit facility.
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 activities. 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 and
gross profit. If sales and gross profit 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.
17
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2002 Commission File: 0-6933
Item 3. Controls and Procedures
Our principal executive officer and principal financial officer, Joseph F.
Kruy, has evaluated the effectiveness of our disclosure controls and
procedures and concluded that there are no significant deficiencies in the
design or operation of internal controls which could adversely affect our
ability to record, process, summarize and report financial data and has
determined that there are no material weaknesses in internal controls. There
were no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our
most recent evaluation.
18
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 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
None.
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).
19
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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).
20
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
21
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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).
22
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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).
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.)
23
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
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 (included as Exhibit 10.32 to the Company's
Quarterly Report on 10QSB for the quarter ended June 30, 2002, and
incorporated herein by reference).
10.33 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and Richard Calvert(included as Exhibit 10.33 to the Company's
Quarterly Report on 10QSB for the quarter ended June 30, 2002, and
incorporated herein by reference).
10.34 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and H. Terry Snowday(included as Exhibit 10.34 to the Company's
Quarterly Report on 10QSB for the quarter ended June 30, 2002, and
incorporated herein by reference).
10.35 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and The Hankins Family Trust(included as Exhibit 10.35 to the
Company's Quarterly Report on 10QSB for the quarter ended June 30, 2002, and
incorporated herein by reference).
24
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 2002 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.36 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and Joseph Kruy(included as Exhibit 10.36 to the Company's
Quarterly Report on 10QSB for the quarter ended June 30, 2002, and
incorporated herein by reference).
10.37 Series A Preferred Stock Certificate of Designations(included as
Exhibit 10.37 to the Company's Quarterly Report on 10QSB for the quarter
ended June 30, 2002, and incorporated herein by reference).
10.38 Securities Exchange Agreement dated as of June 28, 2002 by and among
the Company and SovCap Equity Partners, Ltd. (included as Exhibit 10.38 to
the Company's Quarterly Report on 10QSB for the quarter ended June 30, 2002,
and incorporated herein by reference).
10.39 Series B Preferred Stock Certificate of Designations(included as
Exhibit 10.39 to the Company's Quarterly Report on 10QSB for the quarter
ended June 30, 2002, and incorporated herein by reference).
(b) Reports on Form 8-K
None.
25
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 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: November 14, 2002
Certifications:
I, Joseph F. Kruy, certify that:
1. I have reviewed this quarterly report on Form 10QSB of Cambex Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002
/s/ Joseph F. Kruy
Joseph F. Kruy
President and Treasurer
(principal executive officer and principal financial officer)