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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 MARCH 31, 2000
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 May 8, 2000, 33,073,470 shares of Class A Common Stock, no shares of Class
B Common Stock, and 8,067 shares of Series B Convertible Preferred Stock which
are convertible into 4,033,500 shares of Class A Common Stock, were outstanding.
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CAMBIO, INC.
FORM 10-QSB
INDEX
Page
Number
------
Part I Financial Information
Item 1 Financial Statements
Condensed Consolidated Balance Sheet as of March 31,
2000 3
Condensed Consolidated Statements of Operations for
the three and nine months ended March 31, 2000 and 4
1999
Condensed Consolidated Statements of Cash Flows for 5
the nine months ended March 31, 2000 and 1999
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II Other Information 11
Item 1 Legal Proceedings 11
Item 2 Changes in Securities and Use of Proceeds 11
Item 3 Defaults upon Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8-K 12
Signatures 13
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CAMBIO, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 21, 2000
(UNAUDITED)
ASSETS
Current assets
Cash and cash equivalents $ 56,000
Accounts receivable 49,000
Prepaid expenses 173,000
------------
Total current assets 278,000
Property and equipment, net 81,000
------------
Total assets $ 359,000
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities $ 2,625,000
Deferred revenue 3,000
Notes payable to stockholder 495,000
Liabilities of discontinued operations 678,000
------------
Total current liabilities 3,801,000
Stockholders' deficit
Common Stock, $.01 par value -
55,000,000 shares authorized; 28,280,123 shares issued
and outstanding 283,000
Preferred stock, $.01 par value -
1,000,000 shares authorized; 13,523 share issued and outstanding --
Paid-in capital 24,051,000
Accumulated deficit (27,776,000)
------------
Total stockholders' deficit (3,442,000)
------------
Total liabilities and stockholders' equity $ 359,000
============
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 Nine months Ended
March 31 March 31
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
Revenue $ 317,000 $ 373,000 $ 667,000 $ 760,000
Operating expenses:
Cost of revenue 121,000 171,000 261,000 244,000
Sales and marketing 285,000 356,000 868,000 1,050,000
Services 67,000 165,000 303,000 488,000
Research and development 136,000 60,000 401,000 313,000
Administrative and general expenses 791,000 750,000 1,991,000 2,213,000
------------ ------------ ------------ ------------
Total operating expenses 1,400,000 1,502,000 3,824,000 4,308,000
Loss from operations (1,083,000) (1,129,000) (3,157,000) (3,548,000)
Other income (expense):
Interest income 2,000 -- 21,000 --
Interest expense (27,000) (35,000) (68,000) (62,000)
------------ ------------ ------------ ------------
Total other expense (25,000) (35,000) (47,000) (62,000)
Loss from discontinued operations -- (170,000) -- (170,000)
------------ ------------ ------------ ------------
Net Loss $ (1,108,000) $ (1,334,000) $ (3,204,000) $ (3,780,000)
============ ============ ============ ============
Basic and diluted net loss per common share $ (0.06) $ (0.35) $ (0.37) $ (1.08)
------------ ------------ ------------ ------------
Weighted average shares outstanding 17,314,000 3,832,000 8,613,000 3,488,000
============ ============ ============ ============
The accompanying notes are an integral part of these statements.
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CAMBIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
March 31
--------------------------
2000 1999
----------- -----------
Cash flows from operating activities:
Net cash used in operating activities $(2,595,000) $(1,954,000)
Cash flows from investing activities:
Capital Expenditures (17,000) (14,000)
Cash advance to acquired company -- (638,000)
Costs related to acquisition -- (100,000)
----------- -----------
Net cash used in investing activities (17,000) (752,000)
Cash flows from financing activities:
Proceeds from issuance of common stock 500,000 803,000
Short-term borrowings 245,000 631,000
Long-term borrowings -- 250,000
Decrease in restricted cash -- (302,000)
----------- -----------
Net cash provided by (used in) financing activities 745,000 1,382,000
----------- -----------
Net decrease in cash and cash equivalents (1,867,000) (1,324,000)
Cash and cash equivalents, beginning of period 1,923,000 1,324,000
Cash and cash equivalents, end of period $ 56,000 $ --
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 17,000 $ 10,000
Income taxes $ -- $ --
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
=========== ===========
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 nine months ended March 31, 2000 and
1999 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 to be expected for the entire
year. Certain prior period amounts have been reclassified to conform
to the current period presentation. Additionally, 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
amounted to $314,000 and $593,000 during the three and nine months
ended March 31, 2000, respectively. For the three months ended March
31, 2000, the Company had sales to one customer amounting to $288,000,
representing 91% of net revenues. Receivables outstanding from that
customer at March 31, 2000, were $12,000.
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.
Nine months
ended March 31,
1999
-----------
Net revenues $ 1,977,000
Net loss $(5,410,000)
===========
Basic and diluted net loss per share: $ (1.41)
===========
Weighted average common shares
outstanding 3,832,000
===========
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 6,761,500
shares issuable upon conversion of the Series B Convertible Preferred
Stock or 6,457,000 shares issuable upon the exercise of outstanding
stock options and warrants at March 31, 2000, 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. In February 2000 the
Company introduced netRunner CMP(TM) (Configuration Management/Provisioning)
Version 4.5. netRunner CMP(TM) provides expanded usability with a new user
interface and a new library module, as well as moving the product capability to
allow telecommunications equipment and circuit provisioning. netRunner CMP(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.
RELATIONSHIPS WITH PARTNERS
In April 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. In March 2000 the
Company also entered into a partnership agreement with Sapura System Malaysia.
This relationship with Sapura provides the Company with marketing and services
support in Southeast Asia.
The Company also recently announced that it was selected by Hewlett
Packard Malaysia to provide its infrastructure inventory management system,
netRunner CMP(TM), for Telekom Cellular Sdn Bhd in Malaysia. Telekom Cellular
Sdn Bhd is a subsidiary of Telekom Malaysia Berhad ((TM)B). Telekom Cellular Sdn
Bhd is a wireless telecommunications provider and will represent the first
installation of netRunner in a wireless telecommunications environment.
With these new releases of netRunner CMP(TM) 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.
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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 inventory solution,
but that customer will also have an inventory solution that actually works. The
Company expects this addition to its services capabilities to become a key
marketing tool for the Company.
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. Since February 2000 warrant holders have exercised all of their
warrants pursuant to which the Company issued 1,999,998 shares of Class A Common
Stock at $0.15 a share for an aggregate consideration of $300,000. In April 2000
the Company consummated a private placement of Class A Common Stock pursuant to
which the Company issued 800,000 shares of Class A Common Stock at $0.25 a share
for an aggregate consideration of $200,000.
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 MARCH 31, 2000
AS COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
Revenues. Net revenues for the three months ended March 31, 2000 were
$317,000 as compared to $373,000 for the three months ended March 31, 1999, a
decrease of $56,000. The revenue stream for the three months ended March 31,
2000 is primarily made up of netRunner(TM) software and services provided to the
Hewlett-Packard Telecom Egypt project. This revenue stream is functionally
different from the revenue stream for the three months ended March 31, 1999
which was primarily made up of software and services from the Company's
previous product offering, Command, for several different customers. The
decrease is the result of the change in the Company's product offering and
marketing effort with respect to the new product.
Sales and marketing. Sales and marketing expenses for the three months
ended March 31, 2000 were $285,000 as compared to $356,000 for the three months
ended March 31, 1999, a decrease of $71,000. 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 $67,000 for
the three months ended March 31, 2000 as compared to $165,000 for the three
months ended March 31, 1999, a decrease of $98,000. This decrease in services
expenses is primarily due to the reduced level of services provided during the
three months ended March 31, 2000 as compared to the three months ended March
31, 1999.
Research and development. Research and development expenses for the
three months ended March 31, 2000 were $136,000 as compared to $60,000 for the
three months ended March 31, 1999, an increase of $76,000. The increase in
research and development expenses is due to the increase in the use of outside
consultants for development of software and the addition of personnel since the
prior year's quarter.
General and administrative. General and administrative expenses for
the three months ended March 31, 2000 were $791,000 as compared to $750,000 for
the three months ended March 31, 1999. The increase of $41,000 is a function of
personnel and consulting expenses that increased for the three months ended
March 31, 2000 as compared to the three months ended March 31, 1999. General
and administrative expenses include expenses related to accounting, human
resources, and general office expenses.
Interest. Interest income in the three months ended March 31, 2000 was
$2,000 as compared to none for the three months ended March 31, 1999. The
interest income is from the interest earned on the Company's cash sweep
account. In the three months ended March 31, 1999, the Company was not earning
interest on its cash account. Interest expense for the three months ended March
31, 2000 decreased to $27,000 from $35,000 in the three months ended March 31,
1999 as a result of reduced debt outstanding.
NINE MONTHS ENDED MARCH 31, 2000
AS COMPARED TO NINE MONTHS ENDED MARCH 31, 1999
Revenues. Net revenues for the nine months ended March 31, 2000 were
$667,000 as compared to $760,000 for the nine months ended March 31, 1999, a
decrease of $93,000. The revenue stream for the nine months ended March 31, 2000
is primarily made up of netRunner(TM) software and services provided to the
Hewlett-Packard Telecom Egypt project. This revenue stream is functionally
different from the revenue stream for the nine months ended March 31, 1999 which
was primarily made up of software and services from the Company's previous
product offering, Command, for several different customers. The decrease is the
result of the change in the Company's product offering and marketing effort with
respect to the new product.
Sales and marketing. Sales and marketing expenses for the nine months
ended March 31, 2000 were $868,000 as compared to $1,050,000 for the nine
months ended March 31, 1999, an decrease of $182,000. This decrease in sales
and marketing expenses is due to the much smaller sales and marketing force
operating during the nine month period ending March 31, 2000 as compared to
nine months ended March 31, 1999.
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Services. Services expenses were $303,000 for the nine months ended
March 31, 2000 as compared to $488,000 for the nine months ended March 31,
1999, a decrease of $185,000. 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
nine months ended March 31, 2000 were $401,000 as compared to $313,000 for the
nine months ended March 31, 1999, an increase of $88,000. The research and
development expenses for nine months ended March 31, 2000 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 nine months ended March 31, 1999 were based on seven months' expenses from
software related activities following the Company's acquisition of Cambio
Networks Inc., compared to a full nine months of research and development
activities for the nine months ended March 31, 2000. This resulted in the
increase in expenses for the nine months ended in 2000 over 1999.
General and administrative. General and administrative expenses for
the nine months ended March 31, 2000 were $1,991,000 as compared to $2,213,000
for the nine months ended March 31, 1999. 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 nine months ended March 31, 2000 was
$21,000 as compared to $0 for the nine months ended March 31, 1999. The
interest income is from the interest earned on the Company's cash sweep
account. In the nine months ended March 31, 1999 the Company was not earning
interest on its cash account. Interest expense for the nine months ended March
31, 2000 increased to $68,000 from $62,000 in the nine months ended March 31,
1999. The difference in interest expense between the two periods is primarily a
result of the nine months ended March 31, 1999 containing only seven months of
interest compared to nine full months of interest for the nine months ended
March 31, 2000 as a result of the acquisition of Cambio Networks, Inc. in
September 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities used cash of $2,595,000 during the
nine months ended March 31, 2000 as compared to a use of $1,954,000 for the
same period in 1999. The primary reason for the increase in the use of cash is
the increased operating activities of the Company for the nine months ended
March 31, 2000 as compared to the same period in the previous year. In the nine
months ended March 31, 1999 the Company had virtually no operating activities
associated with its medical business other than the continuing wind down of its
medical business and seven 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 nine months ended March 31, 2000
was a lack of revenues during this period.
During the nine months ended March 31, 2000 the Company's investing
activities of $17,000 consisted of software and computer/network equipment
purchases. The investing activities use of cash for the same period in 1999 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 related to the legal, accounting, and other
costs incurred in the acquisition of Cambio Networks Inc. in the amount of
$100,000.
The proceeds from financing activities during the nine months ended
March 31, 2000 were $745,000 as compared to $1,382,000 in the same period in
the prior year. The proceeds for the nine months ended March 31, 2000 were
comprised of 500,000 from stock purchases and the exercise of options and
warrants. An additional $459,000 of shares were issued for services rendered or
to be rendered, and settlements with creditors. A loan of $245,000 was provided
by the President and CEO, Ali Al-Dahwi. The loan is for a period of 90 days at
8% per annum interest, and is due on demand at the end of the 90 days
The Company's current operations are cash flow negative and as of March
31, 2000, the Company had negative working capital of $3,523,000. 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
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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 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 through
increased sales and, or, equity funding, the Company's ability to continue as a
going concern would be impaired.
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. The Company issued
an additional 604,187 shares of Class A Common Stock in payment of various
consulting services or in the settlement of prior vendor services subsequent to
February 10, 2000.
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. Since February 1, 2000 warrant holders
exercised all 1,999,998 warrants that resulted in the issuance of 1,999,998
shares of Class A Common Stock for an aggregate consideration of $300,000. The
President and CEO exercised 760,000 options for the issuance of 760,000 shares
of Class A Common Stock for an aggregate consideration of $152,000. Additional
employee options exercises resulted in the issuance of 133,250 shares of Class
A Common Stock for an aggregate consideration of $26,650. The Company issued
800,000 shares of Class A Common Stock in April 2000 in a private placement at
$0.25 per share for an aggregate consideration of $200,000.
Since January 1, 2000 the Series B Preferred Stock shareholders have
presented 43,006 shares of Series B Preferred Stock for conversion into Class A
Common Stock. That resulted in 21,503,000 shares of Class A Common Stock being
issued.
Item 3. Defaults Upon Senior Securities
See Item 5 below.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
As discussed in Note 4 to the financial statements herein, Cambio is a
party to an agreement (the "Agreement") dated February 2, 1999 with Imperial
Loan Management Corporation ("Imperial"). The primary subject matter of the
agreement concerns the liquidation of assets transferred from Cambio to
Imperial and the use of those liquidation proceeds as payment of two
outstanding loans between Imperial and Cambio and Cambio's wholly owned
subsidiary.
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The Agreement required Cambio, among other things, to pay fees to
Imperial for the liquidation of assets transferred to Imperial, pay interest to
Imperial on the outstanding principal balance of the loans, and to pay the
remaining outstanding principal balance on the loans on February 1, 2000, if
liquidation proceeds had not already satisfied the loans. Imperial's obligation
under the Agreement, among other things, was to liquidate the assets
transferred to Imperial (consisting primarily of Medicare related receivables
of the Company's former medical business), apply the proceeds of said
liquidation to pay down the outstanding loan balances, and to provide quarterly
reports to Cambio with respect to Imperial's progress in liquidating the assets
transferred from Cambio to Imperial.
By letter dated August 16, 1999 Cambio notified Imperial that Imperial
was in breach of the Agreement by virtue of the fact that Imperial had not
provided quarterly reports for the quarters ended March 31 and June 30, 1999.
Cambio further advised Imperial that Cambio would discontinue paying any
additional funds to Imperial until this breach was cured. In late September of
1999 Imperial subsequently provided reports for the quarters ended March 31,
1999 and June 30, 1999. Since then, no additional quarterly reports have been
provided by Imperial as required by the Agreement. Additionally, through
discussions with Imperial and the reports provided, it appears that Imperial
has liquidated only $80,000 of the $1,300,000 in assets transferred to it.
Cambio's requests for information documenting why the liquidation process has
not gone any further have been ignored. Consequently, Cambio has made no
attempt to satisfy its obligations otherwise required under the Agreement , in
accordance with the notification given in Cambio's August 16, 1999 letter to
Imperial.
Imperial is required under the agreement to use its "best efforts" to
liquidate the assets transferred to Imperial. To date, Imperial has provided no
documentation that would explain why the assets transferred to Imperial have
not been liquidated. Cambio believes that Imperial is in breach of the
agreement due to the failure of Imperial to provide the required quarterly
reports and Imperial's apparent failure to use its best efforts to collect on
the accounts receivable transferred from Cambio to Imperial. Therefore, Cambio
believes that it is not in default of its obligations under the agreement by
not paying the otherwise required payment of the outstanding principal balance
of the loans. Due to the difficulty in determining how this matter will
ultimately be resolved, Cambio is disclosing this situation in Item 5 of this
filing and is providing for a cross-reference to this disclosure under Item 3
above.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule - March 31, 2000
(b) Reports on Form 8-K
Current Report on Form 8-K, Item 5. Other Events, filed on
March 7, 2000.
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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: May 15 , 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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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule - March 31, 2000