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, 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.)
115 Flanders Road, Westborough, Massachusetts
(Address of principal executive offices)
01581
(Zip Code)
Registrant's telephone number, including area code: (508) 983-1200
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 September 30, 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
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
ASSETS
SEPTEMBER 30, DECEMBER 31,
2003 2002
(unaudited) (audited)
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 226,534 $ 544,911
ACCOUNTS RECEIVABLE,
Less Reserves of $120,000
in 2003 and in 2002 626,159 1,334,374
INVENTORIES 271,820 364,851
PREPAID EXPENSES 141,712 68,953
TOTAL CURRENT ASSETS $ 1,266,225 $ 2,313,089
NET PROPERTY AND EQUIPMENT $ 16,725 $ 24,412
OTHER ASSETS:
GOODWILL $ 257,372 257,372
OTHER 37,830 37,830
TOTAL OTHER ASSETS $ 295,202 $ 295,202
TOTAL ASSETS $ 1,578,152 $ 2,632,703
2
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
LIABILITIES AND STOCKHOLDERS' INVESTMENT
SEPTEMBER 30, DECEMBER 31,
2003 2002
(unaudited) (audited)
CURRENT LIABILITIES:
LINE OF CREDIT $ 275,408 $ 802,097
LOAN AGREEMENT 1,080,752 1,032,869
NOTES PAYABLE 799,669 425,000
ACCOUNTS PAYABLE 897,412 1,560,147
OBLIGATIONS FOR TRADE-IN MEMORY 240,000 240,000
OTHER LIABILITIES 1,888,748 2,543,181
ACCRUED EXPENSES 1,886,998 1,616,864
TOTAL CURRENT LIABILITIES $ 7,068,987 $ 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) (27,434,207) (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 $ (5,490,835) $ (5,587,455)
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $ 1,578,152 $ 2,632,703
3
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
For the Quarter Ended For the Nine Months Ended
September 30,September 30,September 30,September 30,
2003 2002 2003 2002
REVENUES $2,060,074 $3,401,232 $7,363,775 $11,475,309
COST OF SALES 1,179,467 2,463,138 4,416,738 8,630,093
Gross profit $ 880,607 $ 938,094 $2,947,037 $ 2,845,216
OPERATING EXPENSES:
Research and development $ 145,880 $ 260,375 $ 501,874 $ 749,323
Selling 508,409 710,966 1,848,591 2,254,850
General and administrative 131,770 207,173 411,687 714,948
Total operating expenses $ 786,059 $1,178,514 $2,762,152 $ 3,719,121
OPERATING INCOME (LOSS) $ 94,548 $ (240,420)$ 184,885 $ (873,905)
OTHER INCOME (EXPENSE) ( 61,196) ( 77,554) ( 88,265) (442,509)
INCOME(LOSS)BEFORE INCOME TAXES $ 33,352 $ (317,974)$ 96,620 $(1,316,414)
Provision for income taxes - - - -
NET INCOME (LOSS) $ 33,352 $ (317,974)$ 96,620 $(1,316,414)
INCOME(LOSS) PER COMMON SHARE $ 0.00 $ (0.02)$ 0.01 $ (0.09)
Weighted Average Common Shares
Outstanding 18,320,000 18,320,000 18,320,000 14,500,000
Weighted Average Common and Common
Equivalent Shares Outstanding 18,320,000 18,320,000 18,320,000 14,500,000
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 $ - $ - $ - $( 1,316,414)$ -
Conversion of long
term debt 754,087 904,905 - - -
Acquisition of business 84,000 302,800 - - -
Conversion of notes
payable - 3,022,163 - - -
BALANCE AT
SEPTEMBER 30, 2002 $1,986,561 $20,498,545$102,677 $(27,370,104)$(888,971)
BALANCE AT
JANUARY 1, 2003 $1,986,561 $20,498,545$101,774 $(27,530,827)$(888,971)
ADD:
Net income $ - $ - $ - $ 96,620 $ -
BALANCE AT
SEPTEMBER 30, 2003 $1,986,561 $20,498,545$101,774 $(27,434,207)$(888,971)
Series A Series B
Preferred Stock Preferred Stock
$1.00 Par Value $1.00 Par Value
BALANCE AT
JANUARY 1, 2002 $ - $ -
ADD:
Conversion of notes
payable 98,223 147,240
BALANCE AT
SEPTEMBER 30, 2002 $ 98,223 $ 147,240
BALANCE AT
JANUARY 1, 2003 $ 98,223 $ 147,240
ADD:
BALANCE AT
SEPTEMBER 30, 2003 $ 98,223 $ 147,240
5
CAMBEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
Nine Months Ended
September 30, September 30,
2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 96,620 $(1,316,414)
Adjustments to reconcile net income(loss)
to net cash provided by(used in)
operating activities:
Depreciation $ 7,687 $ 27,225
Amortization of prepaid expenses 9,550 4,048
Changes in operating assets and liabilities:
Accounts receivable 708,215 1,055,507
Inventory 93,031 954,220
Prepaid expenses ( 82,309) ( 11,067)
Other assets 166
Accounts payable ( 373,066) ( 112,567)
Accrued expenses 270,134 139,317
Other liabilities ( 654,433) ( 24,867)
Total adjustments $( 21,191)$ 2,031,982
Net cash provided by operating activities $ 75,429 $ 715,568
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 $( 526,689)$( 789,842)
Net borrowings (repayments)under loan agreement 47,883 ( 54,245)
Increase(decrease) in notes payable 85,000 175,000
Net cash used in financing activities $( 393,806)$( 669,087)
Effect of exchange rate changes on cash - -
Net increase (decrease) in
cash and cash equivalents $( 318,377)$ 46,481
Cash and cash equivalents at beginning of period 544,911 209,573
Cash and cash equivalents at end of period $ 226,534 $ 256,054
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 56,015 $ 75,868
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 $ - $ 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, 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:
September 30, December 31,
2003 2002
Raw materials $ 180,653 $ 215,693
Work-in-process 53,813 69,412
Finished goods 37,354 79,746
$ 271,820 $ 364,851
7
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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 $275,408 and $802,097
at September 30, 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
$1,080,752 and $1,032,869 at September 30, 2003 and December 31, 2002,
respectively.
Notes payable of $799,669 at September 30, 2003 and $425,000 at
December 31, 2002 include $475,000 and $275,000, respectively, of advances
payable which are due on demand. The $475,000 of advances payable includes
amounts of $375,000 from related parties. The $275,000 of advances payable
includes amounts of $175,000 from related parties.
8
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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.
9
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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.
10
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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 nine months ended September 30, 2002, our revenue, net income(loss) and
income(loss) per share would have been changed to the following pro forma
amounts:
Nine Months ended
September 30,
2002
Revenue: As Reported (000's) $11,475
Pro Forma 16,298
Net Income(Loss): As Reported (000's) (1,316)
Pro Forma (1,309)
Basic and Diluted EPS:As Reported ( 0.09)
Pro Forma ( 0.09)
11
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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.
12
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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 September 30, 2003 and the quarter ended
September 30, 2002
Our revenues were $2,060,074 for the quarter ended September 30, 2003 and
$3,401,232 for the quarter ended September 30, 2002. Revenues for the three
months ended September 30, 2003 decreased 39% compared to revenues for the
same three months in the prior year due to decreased sales of our memory
products partially offset by increased sales of our fibre channel
connectivity products. The decrease in memory sales was the result of weaker
demand for memory products and our decision not to accept orders with
undesirable gross margins.
Gross profit rate was 43% of sales for the three months ended September 30,
2003 and 28% for the three months ended September 30, 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 September 30, 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 September 30, 2003 decreased by
33% in comparison to operating expenses for the comparable three months of
the prior year. Selling expenses for the three months ended September 30,
2003 decreased by 28% compared to the amount of these expenses in the third
quarter of fiscal 2002 due to reductions in personnel and related expenses.
Research and development and general and administrative expenses for the
three months ended September 30, 2003 decreased by 44% and 36%, respectively,
in comparison to the amount of these expenses in the third quarter of 2002
due to streamlining personnel and expenses in consolidating the acquisition
of Super PC Memory, Inc.
Other income (expense) for the quarter ended September 30, 2003 consists of
$61,196 of interest expense. Other income (expense) for the quarter ended
September 30, 2002 consists of $77,554 of interest expense. Interest expense
decreased by 21% for the three months ended September 30, 2003 compared to
the three months ended September 30, 2002. This decrease in interest expense
was primarily due to a decrease in interest paid to GE Capital Commercial
Services, the lender providing a line of credit to our subsidiary, due to
lower amounts outstanding under this line of credit.
Net income for the third quarter of fiscal 2003 was $33,000, or $0.00 per
share, as compared with a net loss of $318,000, or $0.02 per share, for the
third quarter of fiscal 2002.
13
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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 third quarter of
2003 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 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.
14
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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 $40,000 per month or $480,000 per year at the current sales
levels. For each $100,000 reduction in sales which would provide the desired
gross margins, our cash burn rate would increase by approximately $25,000 per
month. Conversely, for each $100,000 increase in sales, our cash burn rate
would decrease by approximately $25,000 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 expired May 31, 2003. We
have relocated to 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 $1,080,752 at September 30, 2003. We also have notes payable of
$799,669 at September 30, 2003 including $475,000 of advances payable which
are due on demand. The $475,000 of advances payable include $375,000 of
borrowings from related parties.
15
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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 $227,000 and $545,000 at September
30, 2003 and December 31, 2002, respectively. Working capital was a deficit
of $5,803,000 and $5,907,000 at September 30, 2003 and at December 31, 2002,
respectively. During the quarter ended September 30, 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 September 30, 2003 we had a
balance of $275,408 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 September 30, 2003 we had a balance of $1,080,752 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.
16
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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.
17
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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).
18
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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).
19
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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).
20
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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).
21
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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).
22
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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 (included as Exhibit 10.33 to the Company's Quarterly Report
on 10QSB for the quarter ended March 31, 2003, and incorporated herein by
reference).
31.1 Certification as required by section 302 of the Sarbanes-Oxley Act of
2002
32.1 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.
23
FORM 10-QSB
CAMBEX CORPORATION AND SUBSIDIARIES
For The Quarter Ended: September 30, 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: November 14, 2003
24