FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Quarterly Report Under Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934
For the Quarter Ended: March 31, 2003 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
stock, As of the latest practicable date.
Class Outstanding as of March 31, 2003
Preferred 245,463 shares
Common 18,320,351 shares
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
ASSETS
MARCH 31, DECEMBER 31,
2003 2002
(unaudited) (audited)
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 210,992 $ 544,911
ACCOUNTS RECEIVABLE,
Less Reserves of $120,000
in 2003 and in 2002 1,395,257 1,334,374
INVENTORIES 276,862 364,851
PREPAID EXPENSES 64,906 68,953
TOTAL CURRENT ASSETS $ 1,948,017 $ 2,313,089
PROPERTY AND EQUIPMENT, at cost:
MACHINERY AND EQUIPMENT $ 3,072,567 $ 3,072,567
FURNITURE AND FIXTURES 162,625 162,625
LEASEHOLD IMPROVEMENTS 602,092 602,092
$ 3,837,284 $ 3,837,284
LESS - ACCUMULATED DEPRECIATION
AND AMORTIZATION 3,816,404 3,812,872
NET PROPERTY AND EQUIPMENT $ 20,880 $ 24,412
OTHER ASSETS:
GOODWILL $ 257,372 257,372
OTHER 37,830 37,830
TOTAL OTHER ASSETS $ 295,202 $ 295,202
TOTAL ASSETS $ 2,264,099 $ 2,632,703
2
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
LIABILITIES AND STOCKHOLDERS' INVESTMENT
MARCH 31, DECEMBER 31,
2003 2002
(unaudited) (audited)
CURRENT LIABILITIES:
LINE OF CREDIT $ 415,094 $ 802,097
LOAN AGREEMENT 1,089,015 1,032,869
NOTES PAYABLE 425,000 425,000
ACCOUNTS PAYABLE 1,571,643 1,560,147
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 240,000
OTHER LIABILITIES 2,326,876 2,543,181
ACCRUED EXPENSES 1,745,517 1,616,864
TOTAL CURRENT LIABILITIES $ 7,813,145 $ 8,220,158
STOCKHOLDERS' INVESTMENT:
PREFERRED STOCK, $ 1.00 PAR VALUE PER SHARE
AUTHORIZED - 3,000,000 SHARES
SERIES A - ISSUED - 98,223 shares in 2003
and 2002 $ 98,223 $ 98,223
SERIES B - ISSUED - 147,240 shares in 2003
and 2002 147,240 147,240
COMMON STOCK, $ .10 PAR VALUE PER SHARE
AUTHORIZED - 25,000,000 SHARES
ISSUED -19,865,609 shares in 2003 and 2002 1,986,561 1,986,561
CAPITAL IN EXCESS OF PAR VALUE 20,498,545 20,498,545
ACCUMULATED OTHER
COMPREHENSIVE INCOME 101,774 101,774
RETAINED EARNINGS (DEFICIT) (27,492,418) (27,530,827)
LESS - COST OF SHARES HELD IN TREASURY
1,545,258 in 2003 and in 2002 (888,971) (888,971)
TOTAL STOCKHOLDERS' INVESTMENT $ (5,549,046) $ (5,587,455)
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 2,264,099 $ 2,632,703
3
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
March 31, March 31,
2003 2002
REVENUES $ 2,830,120 $ 2,228,708
COST OF SALES 1,665,394 1,508,021
Gross profit $1,164,726 $ 720,687
OPERATING EXPENSES:
Research and development $ 189,576 $ 237,178
Selling 733,327 429,512
General and administrative 141,649 134,831
Total operating expenses $1,064,552 $ 801,521
OPERATING INCOME (LOSS) $ 100,174 $ ( 80,834)
OTHER INCOME (EXPENSE):
Interest expense ( 61,765) (193,806)
INCOME (LOSS) BEFORE INCOME TAXES $ 38,409 $( 274,640)
Provision for income taxes - -
NET INCOME (LOSS) $ 38,409 $( 274,640)
INCOME(LOSS) PER COMMON SHARE $ 0.00 $ (0.02)
Weighted Average Common Shares Outstanding 18,320,000 12,000,000
Weighted Average Common and Common
Equivalent Shares Outstanding 18,320,000 12,000,000
4
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
Common Stock Capital in Accumulated Retained Cost of
$.10 Excess of Other Earnings Shares
Par Value Par Value Comprehensive (Deficit) Held in
Income Treasury
BALANCE AT
JANUARY 1, 2002 $1,148,474 $16,268,677$102,677 $(26,053,690)$(888,971)
ADD:
Net loss $ - $ - $ - $( 274,640)$ -
Conversion of long
term debt 754,087 904,905 - - -
Acquisition of business 56,000 185,200 - - -
BALANCE AT
MARCH 31, 2002 $1,958,561 $17,358,782$102,677 $(26,328,330)$(888,971)
BALANCE AT
JANUARY 1, 2003 $1,986,561 $20,498,545$101,774 $(27,530,827)$(888,971)
ADD:
Net income $ - $ - $ - $ 38,409 $ -
BALANCE AT
MARCH 31, 2003 $1,986,561 $20,498,545$101,774 $(27,492,418)$(888,971)
Series A Series B
Preferred Stock Preferred Stock
$1.00 Par Value $1.00 Par Value
BALANCE AT
JANUARY 1, 2003 $ 98,223 $ 147,240
ADD:
BALANCE AT
MARCH 31, 2003 $ 98,223 $ 147,240
5
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
Three Months Ended
March 31, March 31,
2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 38,409 $( 274,640)
Adjustments to reconcile net income(loss)
to net cash provided by(used in)
operating activities:
Depreciation $ 3,532 $ 9,075
Amortization of prepaid expenses 9,550 4,048
Changes in operating assets and liabilities:
Accounts receivable ( 60,883) ( 143,890)
Inventory 87,989 13,835
Prepaid expenses ( 5,503) ( 7,009)
Accounts payable 11,496 187,127
Accrued expenses 128,653 240,347
Other liabilities ( 216,305) ( 6,020)
Total adjustments $( 41,471)$ 297,513
Net cash provided by(used in) operating activities $( 3,062)$ 22,873
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment, net $ - $ -
Net cash provided by(used in)investing activities $ - $ -
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments)under line of credit $( 387,003)$ -
Net borrowings (repayments)under loan agreement 56,146 ( 12,695)
Net cash provided by
(used in) financing activities $( 330,857)$( 12,695)
Effect of exchange rate changes on cash - -
Net increase (decrease) in
cash and cash equivalents $( 333,919)$ 10,178
Cash and cash equivalents at beginning of period 544,911 209,573
Cash and cash equivalents at end of period $ 210,992 $ 219,751
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 19,015 $ -
Income Taxes - -
Non-cash financing and investing activities:
Conversion of long term debt and accrued interest
into common stock $ - $ 1,658,992
Net assets of business acquired and increase in
goodwill financed via issuance of common
stock and accrued expenses $ - $ 366,200
6
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2003 Commission File: 0-6933
Notes & Comments:
(1)Significant Accounting Policies
The accompanying consolidated financial statements include our
accounts and our wholly-owned subsidiaries. All material intercompany
transactions and balances have been eliminated in consolidation.
The condensed financial statements included herein have been prepared
by us, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although we believe that the
disclosures are adequate to make the information presented not misleading.
The information furnished includes all adjustments and accruals consisting
only of normal recurring accrual adjustments which are, in our opinion,
necessary for a fair presentation of results for the interim period. It is
suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in our latest
annual report on Form 10-KSB.
Inventories, which include raw materials, labor and manufacturing
overhead are stated at the lower of cost (first-in, first-out) or market and
consist of the following:
March 31, December 31,
2003 2002
Raw materials $ 214,602 $ 215,693
Work-in-process 34,288 69,412
Finished goods 27,972 79,746
$ 276,862 $ 364,851
7
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2003 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 period plus applicable common stock equivalents.
There were no material differences for per share amounts assuming full
dilution in either period.
(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. The outstanding
balance due to GE Capital Commercial Services, Inc. was $415,094 and $802,097
at March 31, 2003 and December 31, 2002, respectively. We also have a loan
and security agreement with B.A. Associates, Inc. which is a corporation
owned by 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
$1,089,015 and $1,032,869 at March 31, 2003 and December 31, 2002,
respectively.
Notes payable of $425,000 at March 31, 2003 and at December 31, 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 have a dividend rate of 12%, when and if declared by the Company's
Board of Directors. 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: March 31, 2003 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: March 31, 2003 Commission File: 0-6933
Notes & Comments (Continued):
(4) Acquisition of Super PC Memory, Inc.
On March 12, 2002, Cambex Corporation completed the acquisition of 100% of
the outstanding common stock of Super PC Memory, Inc. and Super PC Memory,
Inc. became a wholly-owned subsidiary of Cambex Corporation. The results of
Super PC Memory, Inc.'s operations have been included in the consolidated
financial statements since that date. Super PC Memory is a leading provider
of memory products for servers, workstations, desktop PCs and laptops.
The purchase price initially 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.
10
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2003 Commission File: 0-6933
Notes & Comments (Continued):
(4) Acquisition of Super PC Memory, Inc. (continued)
We have recorded the net assets of Super PC on our books as follows:
Accounts receivable $ 2,684,194
Inventories 969,795
Prepaid expenses 18,172
Property and equipment 19,680
Goodwill 257,372
Total assets acquired $ 3,949,213
Line of credit $ 1,606,481
Accounts payable 1,487,774
Accrued expenses 343,158
Total liabilities assumed $ 3,437,413
Net assets acquired $ 511,800
The above amounts are the final amounts as reported in our annual report on
Form 10KSB for the year ended December 31, 2002. Preliminary estimated
amounts were included in our quarterly reports on Form 10QSB for the periods
ended March 31, 2002, June 30, 2002 and September 30, 2002.
The primary reasons for our acquisition of Super PC Memory, and the primary
factors that contributed to a purchase price that resulted in recognition of
goodwill, are:
- - Super PC Memory operations would deliver earnings prospects, a significant
customer base, and other potential strategic benefits,
- - Combining the operations of the two companies could provide cost savings,
- - The acquisition would transform Cambex into a stronger, more integrated
storage products company with the benefits of increased size and scale.
11
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2003 Commission File: 0-6933
Notes & Comments (Continued):
(4) Acquisition of Super PC Memory, Inc.(Continued)
Had the results of operations for Super PC Memory, Inc. been included for the
whole three months ended March 31, 2002, our revenue, net income(loss) and
income(loss) per share would have been changed to the following pro forma
amounts:
Three Months ended
March 31,
2002
Revenue: As Reported (000's) $ 2,229
Pro Forma 7,030
Net Income(Loss): As Reported (000's) ( 275)
Pro Forma ( 268)
Basic and Diluted EPS:As Reported ( 0.02)
Pro Forma ( 0.02)
12
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2003 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. We
have been selling memory products to our customers since 1970. 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: March 31, 2003 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Comparison of the quarter ended March 31, 2003 and the quarter ended March
31, 2002
Our revenues were $2,830,120 for the quarter ended March 31, 2003 and
$2,228,708 for the quarter ended March 31, 2002. Revenues for the three
months ended March 31, 2003 increased 27% compared to revenues for the same
three months in the prior year due to increased sales of our fibre channel
connectivity products and additional memory sales by our Super PC Memory,
Inc. subsidiary which was acquired during the first quarter of 2002.
Gross profit rate was 41% of sales for the three months ended March 31, 2003
and 32% for the three months ended March 31, 2002. The increase was due to
the write-off of accrued liabilities relating to inventory purchases, which
were incurred in prior periods, in the amount of $200,000 in the quarter
ended March 31, 2003 and the product mix as there are higher gross margins on
our fibre channel connectivity products than our memory products.
Operating expenses for the three months ended March 31, 2003 increased by 33%
in comparison to operating expenses for the comparable three months of the
prior year. Selling expenses for the three months ended March 31, 2003
increased by 71% compared to the amount of these expenses in the first
quarter of fiscal 2002 due to the additional personnel and other related
expenses of our subsidiary.
Interest expense decreased by 68% for the three months ended March 31, 2003
compared to the three months ended March 31, 2002. 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, partially offset by
interest paid to GE Capital Commercial Services, the lender providing a line
of credit to our subsidiary.
Net income for the first quarter of fiscal 2003 was $38,000, or $0.00 per
share, as compared with a net loss of $275,000, or $0.02 per share, for the
first quarter of fiscal 2002.
14
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2003 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Inflation
We did not experience any material adverse effects in the first quarter of
2003 or in the first quarter of 2002 due to general inflation.
Liquidity and Capital Resources
We have suffered substantial recurring losses from operations for the last
seven consecutive years. Consequently, our ability to continue as a going
concern, is dependent upon several factors including, but not limited to our
ability to generate revenues 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 and gross profit 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: March 31, 2003 Commission File: 0-6933
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
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 burn rate is an
estimate. The actual burn rate may differ materially as a result of a number
of factors, risks and uncertainties that are described herein. We are trying
to raise additional capital and if we are unable to raise additional capital,
we may not be able to meet our anticipated working capital requirements.
Our lease for our Waltham, Massachusetts location expires May 31, 2003. We
have signed a new lease for 14,679 square feet in Westborough, Massachusetts.
The lease is for a term of 72 months. The new lease has a slightly positive
impact on our cash requirements.
We have a loan and security agreement with B.A. Associates, Inc. which is a
corporation owned by 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 $1,089,015 at March 31, 2003. We also have notes payable of
$425,000 at March 31, 2003 include $275,000 of advances payable which are due
on demand. The $275,000 of advances payable including $175,000 of borrowings
from related parties. The notes payable balance of $150,000 represents the
series 1 bridge financing note issued to Arab Commerce Bank in 2000.
16
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2003 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 $211,000 and $545,000 at March 31,
2003 and December 31, 2002, respectively. Working capital was a deficit of
$5,865,000 and $5,907,000 at March 31, 2003 and at December 31, 2002,
respectively. During the quarter ended March 31, 2003, we did not expend any
funds for capital equipment. During fiscal 2003, 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 March 31, 2003 we had a balance
of $415,094 outstanding under this line of credit.
We also have a revolving credit facility with B.A. Associates, Inc. which is
a corporation owned by 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 March 31, 2003 we had a balance of $1,089,015 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: March 31, 2003 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: March 31, 2003 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: March 31, 2003 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).
3.3 Series A Preferred Stock Certificate of Designations (included as Exhibit
10.37 to the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002 and incorporated herein by reference).
3.4 Series B Preferred Stock Certificate of Designations (included as Exhibit
10.39 to the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2002 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).
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: March 31, 2003 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: March 31, 2003 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: March 31, 2003 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 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.)
10.23 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).
10.24 Form of Warrant Certificate between the Company and B.A. Associates,
Inc. (included as Exhibit 10.29 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2000 and incorporated herein by
reference).
10.25 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, 2002 and incorporated herein by
reference).
10.26 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).
10.27 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).
23
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2003 Commission File: 0-6933
Item 6. Exhibit Index (continued)
10.28 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).
10.29 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).
10.30 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).
10.31 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).
10.32 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).
10.33 Lease by and between the Company and Bertech Flanders, LLC dated as of
April 24, 2003.
99.1 Certification as required by section 906 of the Sarbanes-Oxley Act of
2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United
States Code).
(b) Reports on Form 8-K
None.
24
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: March 31, 2003 Commission File: 0-6933
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAMBEX CORPORATION
By: /s/ Joseph F. Kruy
Joseph F. Kruy
President and Treasurer
Dated: May 15, 2003
25
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: May 15, 2003
/s/ Joseph F. Kruy
Joseph F. Kruy
President and Treasurer
(principal executive officer and principal financial officer)