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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE QUARTER ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-19726
CAMBIO, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 94-3022377
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
6006 NORTH MESA STREET, SUITE 515
EL PASO, TEXAS 79912
(Address of principal executive offices)
(915) 581-5828
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
--- ---
As of February 10, 2000, 10,773,034 shares of Class A Common Stock, no shares of
Class B Common Stock, and 46,073 shares of Series B Convertible Preferred Stock
which are convertible into 23,036,500 shares of Class A Common Stock, were
outstanding.
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CAMBIO, INC.
FORM 10-QSB
INDEX
Page
Part I Financial Information Number
------
Item 1 Financial Statements
Condensed Consolidated Balance Sheet as of December
31, 1999 3
Condensed Consolidated Statements of Operations for
the three and six months ended December 31, 1999 and 4
1998
Condensed Consolidated Statements of Cash Flows for 5
the six months ended December 31, 1999 and 1998
Notes to Condensed Consolidated Financial Statements 6
Item 2
Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
Part II Other Information 12
Item 1 Legal Proceedings 12
Item 2 Changes in Securities and Use of Proceeds 12
Item 3 Defaults upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
Item 6 Exhibits and Reports on Form 8-K 13
Signatures 14
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CAMBIO, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
(UNAUDITED)
Current assets
Cash and cash equivalents $ 77,000
Accounts receivable, less allowance for doubtful accounts of $12,500 36,000
Prepaid expenses 38,000
------------
Total current assets 151,000
Property and equipment, net 90,000
------------
Total assets $ 241,000
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities $ 2,511,000
Deferred revenue 4,000
Notes payable to stockholder 250,000
Liabilities of discontinued operations 678,000
------------
Total current liabilities 3,443,000
Stockholders' deficit
Common Stock, $.01 par value -
55,000,000 shares authorized; 5,313,870 shares issued
and outstanding 53,000
Preferred stock, $.01 par value -
1,000,000 shares authorized; 51,073 share issued and outstanding 1,000
Paid-in capital 23,412,000
Accumulated deficit (26,668,000)
------------
Total stockholders' deficit (3,202,000)
------------
Total liabilities and stockholders' equity $ 241,000
============
The accompanying notes are an integral part of this statement
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CAMBIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six months Ended
December 31 December 31
---------------------------- --------------------------
1999 1998 1999 1998
---- ---- ---- ----
Revenue $ 121,000 $ 267,000 $ 350,000 $ 387,000
Operating expenses:
Cost of revenue 27,000 63,000 140,000 73,000
Sales and marketing 290,000 411,000 583,000 516,000
Services 121,000 344,000 236,000 427,000
Research and development 62,000 178,000 266,000 253,000
General and administrative expenses 504,000 980,000 1,200,000 1,537,000
----------- ----------- ----------- -----------
Total operating expenses 1,004,000 1,976,000 2,425,000 2,806,000
Loss from operations (883,000) (1,709,000) (2,075,000) (2,419,000)
Other income (expense):
Interest income 9,000 -- 20,000 --
Interest expense (22,000) (27,000) (41,000) (27,000)
----------- ----------- ----------- -----------
Total other expense (13,000) (27,000) (21,000) (27,000)
----------- ----------- ----------- -----------
Net Loss $ (896,000) $(1,736,000) $(2,096,000) $(2,446,000)
=========== =========== =========== ===========
Basic and diluted net loss per common share $ (0.20) $ (0.45) $ (0.49) $ (0.74)
----------- ----------- ----------- -----------
Weighted average shares outstanding 4,555,440 3,832,411 4,262,201 3,313,983
=========== =========== =========== ===========
The accompanying notes are an integral part of these statements
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CAMBIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
December 31
---------------------------
1999 1998
---- ----
Cash flows from operating activities:
Net cash used in operating activities $ (1,929,000) $(1,295,000)
Cash flows from investing activities:
Capital Expenditures (9,000) (14,000)
Cash advance to acquired company (638,000)
Costs related to acquisition (100,000)
----------- -----------
Net cash used in investing activities (9,000) (752,000)
Cash flows from financing activities:
Proceeds from issuance of common stock 92,000
Short-term borrowings 584,000
Long-term borrowings 8,000
Decrease in restricted cash 158,000
----------- -----------
Net cash provided by financing activities 92,000 750,000
----------- -----------
Net decrease in cash and cash equivalents (1,846,000) (1,297,000)
Cash and cash equivalents, beginning of period 1,923,000 1,324,000
----------- -----------
Cash and cash equivalents, end of period $ 77,000 $ 27,000
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 12,000 $ 22,000
Income taxes $ -- $ 10,000
Supplemental disclosure of noncash investing and financing activities:
Purchase of Cambio Networks, Inc.
Common stock issued to sellers $ -- $ 619,000
Liabilities assumed -- 4,658,000
Acquisition costs -- 100,000
----------- -----------
Assets acquired (including goodwill of $4,875,000) $ -- $ 5,377,000
=========== ===========
Common Stock issued for options exercise $ 18,000 $ --
----------- -----------
The accompanying notes are an integral part of these statements
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CAMBIO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying unaudited condensed consolidated financial statements
of the Company for the three and six months ended December 31, 1999 and
1998 have been prepared on the same basis as the audited financial
statements. In the opinion of management, such unaudited information
includes all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of this interim information.
Operating results and cash flows for interim periods are not
necessarily indicative of results for the entire year. Certain prior
period amounts have been reclassified to conform to the current period
presentation. Additionally, certain information and footnote
disclosures normally included in a full set of financial statements
have been condensed or omitted pursuant to the Securities and Exchange
Commission rules and regulations. The information included in this
report should be read in conjunction with the Company's audited
financial statements and notes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended June 30, 1999 previously filed
with the Securities and Exchange Commission.
2. The Company currently has one operating segment based on the markets in
which the Company operates and the information used to manage the
business. Identifiable assets held outside the United States are not
material. Revenues attributable to customers outside the United States,
in Egypt, amounted to $107,000 and $279,000 during the three and six
months ended December 31, 1999, respectively. For the three months
ended December 31, 1999 the Company had sales to one customer amounting
to $107,000 and representing 88% of net revenues. Receivables
outstanding from that customer at December 31, 1999 were $26,000.
3. On September 14, 1998, the Company acquired Cambio Networks, Inc., a
software development company. Pro forma results of operations assuming
the acquisition of Cambio Networks, Inc. occurred at the beginning of
the Company's fiscal year ended June 30, 1998 are as follows.
Six months
ended
December 31,
1998
----
Net revenues $ 607,000
Net loss $(3,515,000)
===========
Basic and diluted net loss per share: $ (0.92)
===========
Weighted average common shares
outstanding 3,832,411
===========
4. On February 2, 1999, Cambio transferred all of the issued and
outstanding stock of its discontinued healthcare subsidiaries (the
"Subsidiaries") to Imperial Loan Management Corporation ("Imperial").
Prior to the transfer, Imperial loaned $900,000 to the Subsidiaries and
Cambio, represented by 10% notes payable. Imperial will use its best
efforts to liquidate each of the Subsidiaries, settle outstanding
obligations and collect all amounts receivable. Cambio remains a
guarantor of the Imperial loans, amounting to $678,000. Upon
liquidation of the Subsidiaries and settlement of the outstanding
indebtedness, Cambio is entitled to receive one-half of any proceeds
remaining after payment of Imperial's expenses and the loans. The
assets and liabilities of the discontinued businesses consist primarily
of the accounts receivable and the Imperial loans. The Company
considers the realization of the remaining assets to be unlikely and
the assets have been fully provided for. All other material obligations
of the Subsidiaries have been settled except for the Imperial loans.
5. The weighted average number of common shares outstanding used to
calculate "net loss per common share" does not include 25,536,500
shares issuable upon conversion of the Series B Convertible Preferred
Stock or 2,738,922 shares issuable upon the exercise of outstanding
stock options and warrants at December 31, 1999, because they are
anti-dilutive.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RECENT EVENTS
PRODUCT IMPROVEMENTS
In October 1999 the Company released an updated and improved version of
its flagship product, netRunner(TM) version 4.0 and a new product,
netRunner.com(TM), which is an Internet-enabled extension to netRunner(TM).
netRunner(TM) is an asset management database, commonly referred to in the
telecommunications industry as inventory management. netRunner(TM) is designed
to provide a telecommunications company with a systematic database to identify
and manage all of its network equipment from switches to circuits, and to
determine how that equipment is utilized and where it is located. This is
important in the provision of telecommunications services, as the addition and
deletion of customers does not allow for a static network system. The
ever-changing telecommunications customer landscape demands that
telecommunications companies have a detailed knowledge of the parts and pieces
of the network system in order to utilize existing equipment to maximum
capacity, design additions, and reconfigure its network as conditions change.
netRunner(TM) is designed to be used with wireless and Internet Protocol-based
technologies, in addition to a traditional wireline network.
Additionally, the information netRunner(TM) is able to provide expands
beyond the simple what, where and how. It also displays what is not working in a
system failure in conjunction with existing standard operations support systems
(OSS) software. As an added benefit, netRunner(TM) provides the basis to
identify the existence of assets for valuation in a rate making setting, or in
the event of a merger or post-merger, a database rationalization of assets. The
Company's most recent product, netRunner.com(TM), expands the scope of users
that can access the main inventory database of netRunner(TM) by allowing access
through the Internet.
In February 2000 the Company announced that it had been selected by
Hewlett Packard's Changeengine solutions group to provide netRunner.com(TM) as
part of Hewlett Packard's Telecommunication framework solution suite on a
worldwide basis. Under this arrangement, netRunner.com(TM) will integrate with
Hewlett Packard's enterprise-class process manager, Changeengine, to provide
process-based solutions for the telecommunications industry.
With these new releases of netRunner(TM) version 4.0 and
netRunner.com(TM), the Company believes that it has demonstrated its ability to
issue timely improvements to its core product. The Company believes that these
improvements and its selection to be part of Hewlett Packard's Changeengine
solution position Cambio to take advantage of the market opportunities existing
in the telecommunications OSS industry and to further expand its customer base.
SERVICES IMPROVEMENTS
The Company recently expanded its services capabilities to include data
gathering and system migration as a complementary offering to its core product
software, netRunner(TM). One of the key elements to the success of any database
management system is the ability to identify and load into the database the
initial items to be managed. The Company believes that one of its competitive
advantages is its complementary data mapping software and its personnel that can
accomplish the job of collecting the raw inventory data that makes netRunner(TM)
work. Cambio provides the necessary services to get the data into the database,
so that not only will the customer have an advanced software inventorying
solution, but that customer will also have an inventorying solution that
actually works. The Company expects this addition to its services capabilities
to become a key marketing tool for the Company.
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SALE OF CLASS A COMMON STOCK
On February 1, 2000 the Company consummated a private placement of
Class A Common Stock pursuant to which the Company issued 666,666 shares of
Class A Common Stock at $0.15 a share for an aggregate consideration of
$100,000. On February 7, 2000 certain warrant holders exercised their warrants
pursuant to which the Company issued 999,999 shares of Class A Common Stock at
$0.15 a share for an aggregate consideration of $150,000.
FORWARD-LOOKING STATEMENTS
In addition to the historical information contained herein, this Form
10-QSB contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties,
including risks and uncertainties set forth in this Form 10-QSB that may cause
actual results to differ materially. These forward-looking statements speak only
as of the date hereof. The Company disclaims any intent or obligation to update
these forward-looking statements.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1999
AS COMPARED TO THREE MONTHS ENDED DECEMBER 31, 1998
Revenues. Net revenues for the three months ended December 31, 1999
were $121,000 as compared to $267,000 for the three months ended December 31,
1998, a decrease of $146,000. The decrease in revenues is primarily due to the
introduction of a new product, netRunner, and the winding down of sales of the
Company's previous product offering, Command.
Sales and marketing. Sales and marketing expenses for the three months
ended December 31, 1999 were $290,000 as compared to $411,000 for the three
months ended December 31, 1998, a decrease of $121,000. This decrease in sales
and marketing expenses is primarily due to the Company's restructuring and
resulting reduction in personnel.
Services. Services expenses are comprised primarily of salary and
related costs for service personnel that were not directly billable to one of
the Company's revenue-producing projects. Services expenses were $121,000 for
the three months ended December 31, 1999 as compared to $344,000 for the three
months ended December 31, 1998, a decrease of $223,000. This decrease in
services expenses is primarily due to the Company's restructuring and resulting
reduction in personnel.
Research and development. Research and development expenses for the
three months ended December 31, 1999 were $62,000 as compared to $178,000 for
the three months ended December 31, 1998, a decrease of $116,000. The decrease
in research and development expenses is due to the decrease in the use of
outside consultants for development of software, which costs more than internal
development efforts.
General and administrative. General and administrative expenses for the
three months ended December 31, 1999 were $504,000 as compared to $980,000 for
the three months ended December 31, 1998. The decrease represents the change in
personnel due to restructuring that took place in second and third quarters of
fiscal year 1999.
Interest. Interest income in the three months ended December 31, 1999
was $9,000 as compared to none for the three months ended December 31, 1998. The
interest income is from the interest earned on the Company's cash sweep account.
In the three months ended December 31, 1998 the Company was not earning interest
on its cash account. Interest expense for the three months ended December 31,
1999 decreased to $22,000 from $27,000 in the three months ended December 31,
1998 as a result of reduced debt outstanding.
SIX MONTHS ENDED DECEMBER 31, 1999
AS COMPARED TO SIX MONTHS ENDED DECEMBER 31, 1998
Revenues. Net revenues for the six months ended December 31, 1999 were
$350,000 as compared to $387,000 for the six months ended December 31, 1998, a
decrease of $37,000. The decrease in revenues is primarily due to the
introduction of a new product, netRunner, and the winding down of sales of the
Company's previous product offering, Command.
Sales and marketing. Sales and marketing expenses for the six months
ended December 31, 1999 were $583,000 as compared to $516,000 for the six months
ended December 31, 1998, an increase of $67,000. This increase in sales and
marketing expenses is primarily due to the inclusion of only four months'
software and related services sales and marketing expenses in 1998 following the
Company's acquisition of Cambio Networks Inc.
Services. Services expenses were $236,000 for the six months ended
December 31, 1999 as compared to $427,000 for the six months ended December 31,
1998, a decrease of $191,000. This decrease in services expenses is primarily
due to the reduction in staff and an increase in billable staff time.
Research and development. Research and development expenses for the six
months ended December 31, 1999 were $266,000 as compared to $253,000 for the six
months ended December 31, 1998, an increase of $13,000.
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The research and development expenses for six months ended December 31, 1999
represent the expenses associated with the Company's creation of a new research
and development team in El Paso, Texas. The research and development expenses
for the six months ended December 31, 1998 were based on four months' expenses
from software related activities following the Company's acquisition of Cambio
Networks Inc., compared to a full six months of research and development
activities for the six months ended December 31, 1999. This resulted in the
slight increase in expenses for the six months ended in 1999 over 1998.
General and administrative. General and administrative expenses for the
six months ended December 31, 1999 were $1,200,000 as compared to $1,537,000 for
the six months ended December 31, 1998. The decrease represents the change in
personnel due to restructuring that took place in second and third quarters of
fiscal year 1999.
Interest. Interest income in the six months ended December 31, 1999 was
$20,000 as compared to none for the six months ended December 31, 1998. The
interest income is from the interest earned on the Company's cash sweep account.
In the six months ended December 31, 1998 the Company was not earning interest
on its cash account. Interest expense for the six months ended December 31, 1999
increased to $41,000 from $27,000 in the six months ended December 31, 1998. The
difference in interest expense between the two periods is primarily a result of
the six months ended December 31, 1998 containing only four months of interest
compared to six full months of interest for the six months ended December 31,
1999 a result of the acquisition of Cambio Networks, Inc. in September 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities used cash of $1,929,000 during the
six months ended December 31, 1999 as compared to a use of $1,295,000 for the
same period in 1998. The primary reason for the increase in the use of cash is
the increased operating activities of the Company for the six months ended
December 31, 1999 as compared to the same period in the previous year. In the
six months ended December 31, 1998 the Company had virtually no operating
activities associated with its medical business other than the continuing wind
down of its medical business and four months' operating activities associated
with its new software and services related business after the acquisition of
Cambio Networks Inc. Contributing to the use of funds in the six months ended
December 31, 1999 was a lack of revenues during this period.
During the six months ended December 31, 1999 the Company's investing
activities of $9,000 consisted of software and computer/network equipment
purchases. The investing activities use of cash for the same period in 1998 in
the amount of $752,000 consisted mostly of two items. The first item was the
loan to Cambio Networks Inc. in the amount of $638,000 prior to its acquisition
by the Company, and the second item was the cost incurred in the acquisition of
Cambio Networks Inc. in the amount of $100,000.
The financing activities during the six months ended December 31, 1999
consisted of the exercise of stock options in the amount of $92,000 as compared
to $750,000 in the same period in the prior year. The proceeds from financing
activities in the six months ended December 31, 1998 were due to a recovery of
cash balances held in restricted accounts and short-term financing.
The Company's current operations are cash flow negative and as of
December 31, 1999, the Company had negative working capital of $3,292,000. With
the reorganization of the Company and the introduction of netRunner(TM) in the
prior fiscal year, the Company believes that it is poised to take advantage of
the market opportunities existing in the telecommunications industry. With the
advanced programming that netRunner(TM) represents and the Company's continuing
development of this product, the Company believes that additional equity funding
will enable it to penetrate and significantly expand in its market niche within
the telecommunications industry. The Company is actively engaged in seeking out
new equity funding. The Company believes that its current negative operational
cash flow is temporal and will be alleviated by increased sales. However, there
can be no assurance that sales will increase or that new equity funding will be
available, or that, if available, capital can be obtained on terms favorable to
the Company. If adequate funds are not available, the Company's ability to
continue as a going concern would be impaired.
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Year 2000 Compliance. The Company has evaluated the potential impact of
year 2000 difficulties on the processing of date-sensitive information by the
Company's computerized information system and believes that its systems are year
2000 compliant. The year 2000 problem is the result of computer programs being
written using two digits (rather than four) to define the applicable year. Any
of the Company's computer programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000, which
could result in miscalculations or system failures. The Company believes that if
such year 2000 difficulties arise, the cost of addressing the potential problems
will not have a material adverse effect on the Company's financial position,
liquidity or results of operations in future periods. The Company's software
product, netRunner(TM), is year 2000 compliant. The Company's prior product
offering, Command, in its final release was year 2000 compliant. Earlier
versions of the Command product prior to its final version were not year 2000
compliant. The Company made a reasonable business effort to inform its prior
Command customers of the fact that certain versions of the Command product were
not year 2000 compliant and offered a year 2000 upgrade. As of January 31, 2000
the Company has not experienced any year 2000 problems and does not anticipate
any at this point.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
The Company entered into agreements in January 2000 for consulting
services from two entities, OTCVISION.COM and A-Z Professional Consulting.
Pursuant to these contracts 50,000 shares of Class A Common Stock were issued to
OTCVISION.COM and 1,066,667 shares to A-Z Professional Consulting, or their
designees for services rendered or to be rendered. Under the contract with A-Z
Professional Consulting the Company is committed to issue an additional
2,133,333 shares of Class A Common Stock with half due on July 12, 2000 and the
remaining amount due on January 12, 2001 for services provided pursuant to the
contract during the 12 month period ending January 12, 2001.
On February 1, 2000 the Company consummated a private placement of
Class A Common Stock pursuant to which the Company issued 666,666 shares at
$0.15 a share for an aggregate consideration of $100,000. In connection with the
sale of stock, the Company issued 175,832 shares of Class A Common Stock in
settlement of consulting services provided. Additionally, there were 1,999,998
warrants issued on February 1, 2000. Each warrant is exercisable for one share
of Class A Common Stock at $0.15 per share for a total aggregate exercise price
of $300,000, and expires on May 1, 2000. On February 7, 2000 certain of the
warrant holders exercised 999,999 warrants that resulted in the issuance of
999,999 shares of Class A Common Stock for an aggregate consideration of
$150,000.
Additionally, Series B Preferred Stock shareholders presented 5,000
shares of Series B Preferred Stock for conversion into Class A Common Stock.
That resulted in 2,500,000 shares of Class A Common Stock being issued
subsequent to December 31, 1999 and the date of this filing.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on December 8,
1999 (the "Annual Meeting"). The following matters were voted upon and approved
by the Company's stockholders at the Annual Meeting:
(a) The election of three directors to serve for the ensuing year. The
following nominees were elected as directors of the Company (with the
company's stockholders having voted as set forth below):
- ----------------------- ------------ ---------------------------
NOMINEE VOTES FOR WITHHELD AUTHORITY TO VOTE
- ----------------------- ------------ ---------------------------
Philip Chapman 18,376,407 25,746
Ali Al-Dahwi 18,376,406 25,747
K. Crandal McDougall 18,196,582 205,571
- ----------------------- ------------ ---------------------------
(b) The ratification of the appointment of Grant Thornton LLP as the
Company's independent certified public accountants for the fiscal year
ending June 30, 2000. The Company's stockholders voted as follows:
For 18,397,903
Against 4,248
Abstentions: 2
Item 5. Other Information
None.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule - December 31, 1999
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: February 14 , 2000
Cambio, Inc.
/s/ K. Crandal McDougall
- ------------------------
K. Crandal McDougall
Vice President of Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27 Financial Data Schedule