<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
/ / Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the fiscal year ended June 30, 1996
Commission file number 0-12962
CAMBRIDGE HOLDINGS, LTD.
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(Name of small business issuer in its charter)
COLORADO 84-0826695
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1722 BUFFEHR CREEK ROAD, VAIL, CO 81657
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (970) 479-2800
8100 W. Crestline Avenue, Suite A-15, #330, Littleton, CO 80123
(Former address)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.025 Par Value
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months
and (2) has been subject to such filing requirements for the past 90 days.
Yes /X/
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. /X/
The issuer had $2,287,900 in revenues for the fiscal year ended June 30, 1996.
The aggregate market value of the voting stock held by non-affiliates was
approximately $1,206,400 based upon the average bid and asked prices on
September 17, 1996.
The number of shares of the Issuer's $.025 par value common stock outstanding
as of September 17, 1996 was 3,388,400.
Transitional Small Business Disclosure Format Yes No X
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<PAGE>
Part I
Item 1. DESCRIPTION/BUSINESS.
(a) BUSINESS DEVELOPMENT. Cambridge Holdings, Ltd., the Registrant (the
"Company"), was incorporated under the laws of the State of Colorado on June
23, 1980 under the name Jones Optical Company. The Company's name was
changed to Cambridge Holdings, Ltd. in August 1988.
In September 1991, the Company acquired a three-story office building
known as the "Corporate Centre" located on approximately 6.2 acres in
Colorado Springs, Colorado. In 1995, the Company completed the subdivision
into two lots of this property. The Company was not required to perform
extensive work in order to obtain subdivision approval and incurred expenses,
primarily consisting of professional fees, of approximately $7,500. The
larger lot, consisting of approximately 3.8 acres, includes the Corporate
Centre. The smaller lot consists of approximately 2.4 undeveloped acres.
The larger lot, which includes the Corporate Centre, is hereinafter referred
to as the "Corporate Centre". The smaller lot, which consists of undeveloped
acreage, is hereinafter referred to as the "Undeveloped Lot".
In June 1995, the Company entered into a contract with Columbine West
LLC and/or its assigns ("Columbine West") pursuant to which the Company
agreed to sell the Corporate Centre to Columbine West. Columbine West is not
affiliated with the Company and the Contract was negotiated on an arm's
length basis.
Columbine West's assignee, CC Center LLC, was the purchaser at the
closing which was held in February 1996. The contract sales price was
$2,725,000, which was determined by negotiation on an arm's length basis.
Factors involved in the determination of the contract sales price included
the location of the Corporate Centre, economic conditions in the Colorado
Springs area, the nature of the tenants and the lease arrangements, and the
cash flow generated in the rental of suites in the office building.
In July 1995, the Company entered into an agreement to sell the
Undeveloped Lot to Centurion Development Company ("Centurion"). Centurion is
not affiliated with the Company and the agreement was negotiated on an arm's
length basis. The sale was completed in November 1995 for $700,000.
It is the present intent of the Company to attempt to find another
attractive business opportunity for the Company. The Company anticipates
that it is likely that any real estate property it would acquire would be
titled in it as the sole owner, subject to any mortgages it might agree to
place on the title. The Company has no policy that would limit the type or
the amount of the mortgages that could be placed on any properties. The
Company has no present plans to acquire either any specific properties or any
other types of interest in real property, such as partnerships or real estate
investment trusts. The Company may consider any of these types of
investments. In addition to real property acquisitions, the Company intends
to consider the possible acquisition of, or merger with, another business
entity, or other type of business transaction. The Company does not intend to
limit its search to companies which are engaged in real estate activities.
(b) BUSINESS OF THE COMPANY. From September 1991 to February 1996, the
Company owned and managed the Corporate Centre, a Class "A" three-story
glass, steel and concrete office building located in north Colorado Springs
adjacent to and highly visible from Interstate 25, the main north-south
arterial highway in Colorado. Corporate Centre's amenities include 143
parking stalls of which 51 are covered and reserved, handicap access,
terraces with picnic areas for tenant use and unobstructed views of Monument
Creek, which borders the west and south sides of the building site, and Pikes
Peak.
<PAGE>
The Company acquired the building in September 1991 on an "as is" basis
for a purchase price of $1,250,000, which was significantly less than the
property's replacement cost. At the time of the acquisition (the
"Acquisition"), the seller was under the supervision of, and the terms and
conditions of the sale essentially conformed with standards imposed by the
Resolution Trust Corporation (the "RTC"). The Company assumed all the
existing leases and service contracts relating to Corporate Centre in
connection with the Acquisition.
As noted above, the Corporate Centre was located on approximately 6.2
acres, which the Company subdivided into two lots in 1995. The smaller lot,
which consisted of the undeveloped acreage, referred to as the "Undeveloped
Lot" was sold in November 1995. The larger lot, which included the Corporate
Centre, was sold in February 1996.
The Company is presently seeking another business opportunity. In
addition to real property acquisitions, the Company intends to consider the
possible acquisition of, or merger with, another business entity, or other
type of business transaction. The Company does not intend to limit its
search to companies which are engaged in real estate activities. A
substantial amount of time may lapse and the Company may expend considerable
funds for consulting, legal, accounting and other fees before the Company is
able, if at all, to acquire a real estate interest or business outside the
real estate industry.
From time to time, the Company also acquires equity securities, which
have a potential for capital gains or, in some cases, income potential. The
Company will be restricted in its acquisition of equity securities inasmuch
as the Company will undertake measures to avoid becoming an "investment
company" subject to regulation pursuant to the Investment Company Act of 1940.
The Company's Board of Directors has not made a determination whether it
will use any of the Company's cash proceeds from the sales of the Corporate
Centre and the undeveloped lot to pay a dividend, to effect issuer repurchases
of stock, or to use other methods in which the Company's cash would be paid
to shareholders of the Company. The Company has not declared or paid
dividends on its common stock. The determination of the payment of dividends
in the future will be within the discretion of the Company's Board of
Directors and will depend on earnings, if any, and the business opportunities
then available or which may be available in the future to the Company, among
other factors.
EMPLOYEES. The Company has no full-time employees; however, Gregory
Pusey, the Company's President, and a staff person each devote a significant
amount of time to the affairs of the Company.
Item 2. DESCRIPTION OF PROPERTIES.
The Company's administrative activities are conducted at the Company's
corporate headquarters located in Vail, Colorado in space shared by the
Company with an affiliate, Livingston Capital, Ltd. ("Livingston"). The
Company pays Livingston a monthly fee of $750 for its share of rent in
addition to certain overhead administrative expenses.
The Company previously owned real estate in Colorado Springs, Colorado.
The real estate operations are discussed in Item 6.
Item 3. LEGAL PROCEEDINGS.
The Company is not involved in any material, pending legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of the Company's security holders
during the fourth quarter covered by this Report, and this Item is,
therefore, inapplicable.
<PAGE>
PART II
Item 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's $.025 par value common stock trades on the Electronic
Bulletin Board under the symbol "CDGD". Trading in the common stock in the
over-the-counter market has been limited and sporadic and the quotations set
forth below are not necessarily indicative of actual market conditions.
Further, these prices reflect inter-dealer prices without retail mark-up,
mark-down, or commission and may not necessarily reflect actual transactions.
The high and low bid prices for the common stock for each quarter of the
fiscal years ended June 30, 1996 and 1995 are as follows:
QUARTER ENDED HIGH BID LOW BID
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June 30, 1996 $.4375 $.4375
March 31, 1996 $.5625 $.34375
December 31, 1995 $.34375 $.34375
September 30, 1995 $.34375 $.34375
June 30, 1995 $.34375 $.125
March 31, 1995 $.50 $.125
December 31, 1994 $.28125 $.125
September 30, 1994 $.25 $.125
At September 17, 1996 the approximate number of holders of record of the
Company's common stock was 1,109. No cash dividends were paid during the
years ended June 30, 1996 and 1995.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
LIQUIDITY AND CAPITAL RESOURCES.
The Company's cash and working capital positions were adequate at June
30, 1996. The increase of cash on hand to approximately $1,304,300 at June
30, 1996 from $698,600 at June 30, 1995 is a result primarily of profitable
operations.
For the period ended June 30, 1996, operating activities used cash flow
of $69,000 as compared to approximately $223,500 being generated in the
year ended June 30, 1995 period. The difference was attributable primarily
to the sale of the Company's property in Colorado Springs, Colorado which
resulted in a gain of approximately $1,759,400 in the year ended June 30,
1996. Other factors contributing to the difference in cash used by operating
activities in the period were gains from the sale of investment securities
of approximately $43,500 as compared to $143,200, and changes in accounts
payable balances which decreased by approximately $900 during the year ended
June 30, 1996 versus approximately $17,400 during the year ended June 30,
1995. Also, changes in prepaid expenses increased by approximately $28,400
and $5,000 in the years ended June 30, 1996 and 1995, respectively.
Cash provided in investing activities was approximately $1,405,800
during the year ended June 30, 1996, of which $3,182,300 was from the sale of
the Company's property. Cash used in investing activities of $250,000 was
for notes receivable and $21,000 for the purchase of equipment and
improvements and $13,900 was the amount by which the cost to purchase
exceeded proceeds of the sale of investment securities. In the comparable
period in 1995, cash used in investing activities was $103,800, of which
$87,900 was for tenant improvements and leasing commissions and approximately
$18,800 was the amount by which the cost to purchase exceeded proceeds of the
sale of investment securities.
<PAGE>
Financing activities during the year ended June 30, 1996 utilized
$731,200, all of which were used to retire the mortgage in connection with
the sale of the Company's property in Colorado Springs, Colorado net of
$90,700 generated from the exercise of stock options. In the year ended
June 30, 1995, $17,400 was used for principal payments on the mortgage.
The Company currently has no commitments for acquisitions or significant
capital expenditures. The Company expects to incur expenses in connection
with the evaluation of business opportunities. Inasmuch as the Company has
no understandings or agreements on any particular business or property, the
expenditures to be made cannot be predicted, but could be substantial. In
reviewing any acquisitions, the Company will consider the effects on its
liquidity.
Effective July 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115 (SFAS 115), Accounting for Certain Investments
in Debt and Equity Securities. This Statement requires the Company to
classify investment securities as either held-to-maturity, available for
sale, or trading and also requires that adjustments be made to certain
classifications of the portfolio to reflect their fair market value.
The Company's marketable securities are classified as available for sale
as the Company does not have the positive intent to hold to maturity and does
not intend to trade actively. These securities are reported at fair value
with unrealized gains and losses reported as a net amount (net of applicable
income taxes) as a separate component of stockholders' equity. The adoption
of SFAS 115 has had no effect on the Company's previously recorded financial
results.
During the year ended June 30, 1996 the Company sold its property in
Colorado Springs, Colorado. The Company is presently considering other
business opportunities, but has no commitments for acquisition of any other
properties or businesses. Accordingly, the Company's prospects for the
future are dependent on a number of variables which cannot be predicted.
Generally, if the Company were to identify a potential business opportunity,
the Company could incur significant costs in evaluating the desirability of
the opportunity. Should the Company determine to proceed with the
transaction, costs could be significant. Thereafter, results of operations
would likely be materially affected by the nature of the asset acquired or
other transaction effected.
RESULTS OF OPERATIONS.
FISCAL YEAR ENDED JUNE 30, 1996 COMPARED TO FISCAL YEAR ENDED JUNE 30, 1995
The Company's revenues for the year ended June 30, 1996 totaled
approximately $2,287,900, consisting of the gain on the sale of the real
property of approximately $1,759,400, rental income recognized up to the time
of the sale of approximately $383,100, interest on temporary cash and other
money market instruments of approximately $101,900 and gains from the sale of
marketable equity securities of approximately $43,500. Revenues for the year
ended June 30, 1995 totaled approximately $763,500, of which approximately
$584,000 was rental income, $143,200 was gains from the sale of investment
securities, and approximately $36,300 was interest and dividend income. The
increase in interest and dividend income was attributable to the increased
cash on hand from the sale of the real property. The decrease in rental
income of approximately $200,900 was attributable primarily to the sale of
the Corporate Centre building in early February 1996. At the time of the
sale, the building's occupancy rate was 100%.
During the years ended June 30, 1996 and June 30, 1995, the Company
incurred operating, general and administrative costs of approximately
$408,100 and $458,300, respectively. The decrease of approximately $50,200
resulted from decreases in utilities, amortization and depreciation,
operating, general and administrative costs, and non-reoccurring expenses of
approixmately $32,100, $4,400, $52,000, and $14,200 offset by an increase in
expenses related to the Special Meeting of Shareholders held in October 1996
and sale of the land and building of approximately $52,500.
<PAGE>
Interest expense decreased to approximately $43,500 for the period from
$72,700 in the comparable period in 1995 due to the retirement of the
mortgage. The Company has income before taxes for the year ended June 30,
1996 of approximately $1,836,300 as compared with income before taxes of
approximately $232,500 for the year ended June 30, 1995.
The Company paid $162,000 in federal taxes during the year ended June
30, 1996. The Company paid no federal or state income taxes for the year
ended June 30, 1995, due to the utilization of net operating loss carryovers.
Effective for the year ended June 30, 1994, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". The
Company recorded a tax benefit of $522,000 during year ended June 30,
1996 arising primarily from the utilization of net operating loss
carryforwards as a result of the gain recognized from the property sale.
Item 7. FINANCIAL STATEMENTS.
See pages F-1 through F-14.
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
INDEX TO FINANCIAL STATEMENTS
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-2
BALANCE SHEET AS OF JUNE 30, 1996 F-3 - F-4
STATEMENTS OF INCOME FOR THE YEARS ENDED
JUNE 30, 1996 AND 1995 F-5
STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE
YEARS ENDED JUNE 30, 1996 AND 1995 F-6
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
JUNE 30, 1996 AND 1995 F-7 - F-8
SUMMARY OF ACCOUNTING POLICIES F-9 - F-10
NOTES TO FINANCIAL STATEMENTS F-11 - F-14
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders
Cambridge Holdings, Ltd.
Denver, Colorado
We have audited the accompanying balance sheet of Cambridge Holdings, Ltd. as of
June 30, 1996 and the related statements of income, stockholders' equity and
cash flows for each of the two years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cambridge Holdings, Ltd. at
June 30, 1996, and the results of its operations and its cash flows for each of
the two years then ended, in conformity with generally accepted accounting
principles.
BDO Seidman, LLP
Denver, Colorado
August 30, 1996
F-2
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
BALANCE SHEET
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JUNE 30, 1996
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ASSETS
CURRENT:
Cash and cash equivalents $1,304,273
Short-term investments, at cost which approximates
market value 1,493,687
Investment securities - available for sale (Note 1) 1,161,363
Notes receivable 250,000
Prepaids and other 36,498
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Total current assets 4,245,821
OTHER ASSETS 3,186
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$4,249,007
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SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES
AND NOTES TO FINANCIAL STATEMENTS.
F-3
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
BALANCE SHEET
(CONTINUED)
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JUNE 30, 1996
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued liabilities $ 3,149
Deferred income taxes (Note 2) 275,000
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Total current liabilities 278,149
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STOCKHOLDERS' EQUITY (Note 3 ):
Common stock, $.025 par value; 15,000,000 shares
authorized; 3,348,400 issued and outstanding 83,695
Additional paid-in capital 3,163,562
Retained earnings 255,265
Net unrealized gain on securities
available for sale 468,336
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TOTAL STOCKHOLDERS' EQUITY 3,970,858
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$4,249,007
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SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES
AND NOTES TO FINANCIAL STATEMENTS.
F-4
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
STATEMENTS OF INCOME
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YEARS ENDED JUNE 30, 1996 1995
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REVENUES:
Gain on sale of property (Note 6) $1,759,368 $ -
Rental income 383,089 583,968
Gain on sales of
investment securities 43,535 143,245
Interest and dividend income 101,879 36,329
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Total revenues 2,287,871 763,542
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EXPENSES:
Operating, general, and administrative 408,087 458,329
Interest 43,506 72,745
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Total expenses 451,593 531,074
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INCOME BEFORE TAXES ON INCOME 1,836,278 232,468
TAXES ON INCOME (Note 2) 162,000 -
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NET INCOME $1,674,278 $ 232,468
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NET INCOME PER COMMON AND COMMON
EQUIVALENT SHARE $ .52 $ .07
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WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 3,242,355 3,109,116
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SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES
AND NOTES TO FINANCIAL STATEMENTS.
F-5
<PAGE>
<TABLE>
CAMBRIDGE HOLDINGS, LTD.
STATEMENTS OF STOCKHOLDERS EQUITY
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Net Unrealized
Gain (Loss) on
Common Stock Additional Retained Securities Total
----------------- Paid-In Earnings Available Stockholders'
YEARS ENDED JUNE 30, 1996 AND 1995 Shares Amount Capital (Deficit) For Sale Equity
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<S> <C> <C> <C> <C> <C> <C>
BALANCE, July 1, 1994 3,087,940 $77,184 $3,079,422 $(1,651,481) $ - $1,505,125
Net income - - - 232,468 - 232,468
Net unrealized loss on
securities available for
sale (Note 1) - - - - (28,215) (28,215)
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BALANCE, June 30, 1995 3,087,940 77,184 3,079,422 (1,419,013) (28,215) 1,709,378
Net income - - - 1,674,278 - 1,674,278
Shares issued from
exercise of stock
options 265,000 6,625 87,613 - - 94,238
Common shares
repurchased and retired (4,540) (114) (3,473) - - (3,587)
Net unrealized gain on
on securities available
for sale (Note 1) - - - - 496,551 496,551
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BALANCE, June 30, 1996 3,348,400 $83,695 $3,163,562 $ 255,265 $468,336 $3,970,858
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SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES
AND NOTES TO FINANCIAL STATEMENTS.
</TABLE>
F-6
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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YEARS ENDED JUNE 30, 1996 1995
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OPERATING ACTIVITIES:
Net income $ 1,674,278 $ 232,468
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Gain on sale of property (1,759,368) -
Depreciation and amortization 87,052 97,624
Write-off of note receivable - 12,500
Gain on sale of investment securities (43,535) (143,245)
Changes in operating assets and liabilities:
Prepaids and other (28,358) (5,035)
Deferred rent - 11,838
Accounts payable and accrued liabilities 947 17,383
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Net cash provided by (used in) operating activities (68,984) 223,533
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INVESTING ACTIVITIES:
Proceeds from sale of property 3,182,300 -
Purchase of short-term investments (1,493,687) -
Purchase of investment securities (627,789) (321,854)
Proceeds from sale of investment securities 613,856 303,005
Purchase of equipment and improvements (21,038) (63,326)
Lease commissions paid - (24,605)
Investments in notes receivable (250,000) -
Collections on note receivable 2,155 2,975
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Net cash provided by (used in) investing activities 1,405,797 (103,805)
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F-7
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
STATEMENTS OF CASH FLOWS (CONTINUED)
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
YEARS ENDED JUNE 30, 1996 1995
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FINANCING ACTIVITIES:
Principal payments on notes payable (821,826) (17,394)
Proceeds from exercise of stock options,
net of repurchases 90,651 -
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Net cash used in financing activities (731,175) (17,394)
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INCREASE IN CASH AND CASH EQUIVALENTS 605,638 102,334
CASH AND CASH EQUIVALENTS, beginning of year 698,635 596,301
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CASH AND CASH EQUIVALENTS, end of year $1,304,273 $698,635
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SEE ACCOMPANYING SUMMARY OF ACCOUNTING POLICIES
AND NOTES TO FINANCIAL STATEMENTS.
F-8
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
SUMMARY OF ACCOUNTING POLICIES
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BUSINESS The Company was incorporated on June 23, 1980
under the laws of the State of Colorado. On
September 27, 1991, the Company acquired
Corporate Centre, a three story office building
located in Colorado Springs, Colorado.
Corporate Centre was sold during the year ended
June 30, 1996 as discussed in Note 6. The
Company also explores other business
acquisitions, opportunities and investments.
CONCENTRATIONS OF The Company's financial instruments that are
CREDIT RISK exposed to concentrations of credit risk
consist primarily of cash balances in excess of
the insurance provided by governmental
insurance authorities. The Company has not
experienced any losses on such accounts.
USE OF ESTIMATES The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect the
reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities
at the date of the financial statements and the
reported amounts of revenues and expenses
during the reporting period. Actual results
could differ from those estimates.
INVESTMENT Investment securities classified as available
SECURITIES for sale are those securities that the Company
does not have the positive intent to hold to
maturity or does not intend to trade actively.
These securities are reported at fair value
with unrealized gains and losses reported as a
net amount (net of applicable income taxes) as
a separate component of stockholders' equity.
PROPERTY AND Property was stated at cost with depreciation
OTHER ASSETS computed using the straight-line method over
31.5 years for the building and leasehold
improvements amortized over the life of the
lease of 4 to 7 years. Lease commissions were
stated at cost and are amortized on a
straight-line basis over the term of the
related lease. Loan acquisition costs were
amortized over the life of the loan.
REVENUE Rental income consisted primarily of rentals
RECOGNITION for office space. Leases included scheduled
base rent increases over the terms of the
agreements. The total amount of rent was
recognized as income on the straight line
method over the terms of the leases. During
the year ended June 30, 1995, the Company had
rental income from entities which individually
comprised greater than 10% of total rental
income. Revenue from such entities in 1995 was
approximately 17% and 13%. Interest and
dividend income is recorded on the accrual
basis.
F-9
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
SUMMARY OF ACCOUNTING POLICIES
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INCOME TAXES The Company follows the provisions of Statement
of Financial Accounting Standards No. 109 -
Accounting for Income Taxes. Under SFAS No. 109,
the Company's policy is to provide
deferred income taxes related to items that
result in differences between the financial
reporting and tax basis of assets and
liabilities.
NET INCOME Net income per common and common equivalent
PER SHARE share is based on the weighted average number
of shares outstanding during each period
presented. Options to purchase stock are
included as common stock equivalents, when
dilutive.
CASH The Company considers all highly liquid
EQUIVALENTS investments purchased with an original maturity
of three months or less to be cash equivalents.
RECLASSIFICATIONS Certain reclassifications have been made to the
accompanying 1995 financial statements for them
to conform to the current year presentation.
NEW ACCOUNTING The Financial Accounting Standards Board has
PRONOUNCEMENTS recently issued SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets" and SFAS
No. 123, "Accounting for Stock Based
Compensation." SFAS No. 121 requires that
long-lived assets and certain identifiable
intangibles be reported at the lower of the
carrying amount or their estimated recoverable
amount and the adoption of this statement by
the Company is not expected to have an impact
on the financial statements. SFAS No. 123
encourages the accounting for stock-based
employee compensation programs to be reported
within the financial statements on a fair value
based method. If the fair value based method
is not adopted, then the statement requires pro
forma disclosure of net income and earnings per
share as if the fair value based method had
been adopted. The Company has not yet
determined how SFAS No. 123 will be adopted nor
its impact on the financial statements. Both
statements are effective for fiscal years
beginning after December 15, 1995.
F-10
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
NOTES TO FINANCIAL STATEMENTS
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1. INVESTMENT At June 30, 1996 the Company's market value of
SECURITIES available for sale securities consisted of:
<TABLE>
Gross Gross Estimated
Unrealized Unrealized Fair
Cost Gains Losses Value
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common and
preferred stocks $418,029 $759,829 $(16,495) $1,161,363
------------------------------------------------------------------
------------------------------------------------------------------
</TABLE>
The Company realized gains of $43,535 and
$143,245 on the sale of investment securities
for the years ended June 30, 1996 and 1995.
Included in the unrealized gains at June 30,
1996 is a gain of $591,000 concentrated in one
investment.
2. TAXES ON Taxes on income consisted of the following:
INCOME
YEARS ENDED JUNE 30, 1996 1995
--------------------------------------------------
Current
Federal $ 141,000 $ -
State 21,000 -
DEFERRED:
Federal 483,000 73,000
State 39,000 11,000
--------------------------------------------------
684,000 84,000
UTILIZATION OF NET OPERATING
LOSS CARRYFORWARDS (522,000) (84,000)
--------------------------------------------------
$ 162,000 $ -
--------------------------------------------------
--------------------------------------------------
F-11
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
NOTES TO FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
The difference between the tax basis of assets
that give rise to the deferred tax liability,
totalling $275,000 relates to the net
unrealized gain on securities available for
sale.
A reconciliation of income taxes at the federal
statutory rate to the effective tax rate is as
follows:
YEARS ENDED JUNE 30, 1996 1995
--------------------------------------------------
Income taxes computed at the
federal statutory rate $ 624,000 $ 73,000
State income taxes, net of
federal benefit 60,000 11,000
Utilization of net operating
loss carryforwards (522,000) (84,000)
--------------------------------------------------
Taxes on income $ 162,000 $ -
--------------------------------------------------
--------------------------------------------------
3. STOCK OPTIONS 1988 STOCK OPTION PLAN
The Company's 1988 Stock Option Plan, as
amended, has a maximum of 400,000 common shares
reserved to be issued to key employees upon the
exercise of options granted under the Plan.
The option price of shares may not be less than
the fair market value of common stock on the
date of grant. The exercise term will not
exceed five years from the date of the grant.
NON-DISCRETIONARY STOCK OPTION PLAN
The Company's Non-Discretionary Stock Option
Plan (the "Plan"), as amended, is intended to
reward non-employee directors' contributions to
the Company. The number of shares of common
stock reserved for issuance pursuant to the
Plan is 250,000. Pursuant to the terms of the
Plan, on September 1 of each year, options to
purchase an additional 10,000 shares will be
granted to each non-employee director. The
option price of shares
F-12
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
NOTES TO FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
under this Plan may not be less than the fair
market value of common stock on the date of
grant. The exercise term will expire three
years from the date of grant.
Changes in options outstanding, all of which
are currently exercisable, during the past two
fiscal years are as follows:
<TABLE>
1988 Non- Option
Stock Discretionary Price
Option Stock Option per
Plan Plan Total Share
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE, July 1, 1994 210,000 90,000 300,000 $ .28 - .40
Granted 80,000 30,000 110,000 .32
Terminated/expired (20,000) (40,000) (60,000) .36
------------------------------------------------------------------------
BALANCE, June 30, 1995 270,000 80,000 350,000 .28 - .40
Granted 100,000 30,000 130,000 .34 - .50
Exercised (215,000) (50,000) (265,000) .28 - .40
------------------------------------------------------------------------
BALANCE, June 30, 1996 155,000 60,000 215,000 $ .28 - .50
------------------------------------------------------------------------
------------------------------------------------------------------------
</TABLE>
4. RELATED PARTY The Company shares corporate office space and
TRANSACTIONS administrative staff with an affiliate of the
Company. The Company paid its affiliate
approximately $750 per month for these
facilities and services. During the year ended
June 30, 1996, the Company paid its President
$50,000 in bonuses for his efforts in
consummating the sales of the property.
Also see Note 6 for additional related party
transactions.
5. SUPPLEMENTAL During the years ended June 30, 1996 and 1995
DISCLOSURES OF the Company paid cash for interest of
CASH FLOW approximately $44,000 and $73,000.
INFORMATION
F-13
<PAGE>
CAMBRIDGE HOLDINGS, LTD.
NOTES TO FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
6. SALES OF As of June 30, 1996, the Company had completed
PROPERTY sales of its property. The sales consisted of
a $2,725,000 sale of the building and related
net assets and a $700,000 land sale. The gain
resulting from the sales totalled approximately
$1,759,000.
The Company had an $850,000 mortgage note from
a financial institution, payable through
November 2003 in monthly installments of $7,512
including interest at 8.75%. The mortgage
payable was collateralized by real estate,
assignment of all leases and rentals and
guaranteed by the President of the Company,
subject to a limit of 40 percent of the
obligation. As a result of the sales of the
property, the mortgage note was paid off,
including a prepayment penalty which totalled
$17,700.
F-14
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There were no changes in accountants during the fiscal year ended June
30, 1996. Not Applicable.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS.
Date First
Elected Principal Occupation
Name Age Director and Employment
- ---- --- -------- --------------------
Gregory Pusey 44 1982 President, Treasurer and Director. Mr. Pusey
is also the President of Livingston Capital,
Ltd., a venture capital firm, a business
consultant, and a director of USMX, Inc., a
publicly held mining company and of Nutrition
For Life International, Inc., a publicly held
distributor of nutritional products.
Donald E. Yager 71 1988 Secretary and Director. Since 1968 Mr. Yager
has served as President and Director of Yager
Realty, Inc., a real estate agency and
development company located in Westminster,
Colorado, a suburb of Denver, Colorado.
John H. Altshuler 65 1991 Director. Dr. Altshuler is a medical doctor
with a specialty in hematology. He maintains
a laboratory and a private medical practice
and serves as a medical consultant. He also
previously served as an officer and director
of Applied Medical Devices, Inc. and Hemo
Tec, Inc., each of which was a small
publicly-held company engaged in the
development and marketing of medical devices.
Scott Menefee 31 1993 Director. Since 1992, Mr. Menefee has been
the Leasing Manager of Brookfield
Development, which acts as an office and
retail leasing agent. From 1991 to 1992, he
was a leasing agent for Paragon Group, a real
estate leasing and management company, where
he had responsibility for leasing Corporate
Centre. In 1990 he managed the business
recruitment program for the Denver
Partnership. Mr. Menefee graduated from
Southern Methodist University with a MBA in
1989.
The Company's directors serve until the next annual meeting of the
shareholders and until their successors shall have been duly elected and
qualified. The Company's officers may be removed from their positions at any
time by the Company's Board of Directors. Dr. Altshuler
<PAGE>
and Mr. Yager serve as members of the Option Committee (See Item 10). There
are no family relationships among the directors of the Company except that
Mr. Yager is the father-in-law of Mr. Pusey. During the fiscal year ended
June 30, 1996, the Company held eight meetings in person or by consent. All
directors attended all of the meetings.
Based solely upon a review of Forms 3, 4 and 5, which have been
furnished to the Company with respect to the past fiscal year of the Company,
and certain representations made by officers and directors of the Company in
connection therewith, the Company has no knowledge that any current officer
or director failed to file on a timely basis any reports required by Section
16(a) of the Securities Exchange Act of 1934 with respect to the fiscal year
of the Company ended June 30, 1996.
Item 10. EXECUTIVE COMPENSATION.
(a) COMPENSATION. The following table sets the cash compensation paid
by the Company during the fiscal year ended June 30, 1996 and in the two
prior fiscal years of the Company to the named executive officers. No
executive officer received a total annual salary and bonus of more than
$100,000 during the fiscal year.
Summary Compensation Table
<TABLE>
Annual Compensation Awards Payouts
------------------- -------------------------- ---------------------------
Name and All Other
Principal Salary Other Annual Restricted Stock Options LTIP Payouts Compensation
Position Fiscal Year ($)(1) Bonus (2) Compensation (3) Awards ($) (4) (#)(5) ($)(6) ($)(7)
- --------- ----------- ------ --------- ---------------- ---------------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gregory Pusey 1996 40,000 50,000 -0- -0- -0- -0- 14,128
President 1995 34,500 -0- -0- -0- 50,000 -0- 5,603
1994 28,500 -0- -0- 28,000 25,000 -0- 9,071
Donald Yager 1996 -0- -0- -0- -0- 10,000 -0- 200
Secretary 1995 -0- -0- -0- -0- 10,000 -0- 400
1994 -0- -0- -0- -0- 10,000 -0- 150
</TABLE>
- ------------------
(1) The dollar value of base salary (cash) received. (No non-cash base
salary was paid during the period covered by the Table.) Mr. Pusey's
current salary is $60,000 per year.
(2) The Company paid a bonus of $50,000 to Mr. Pusey in recognition of his
contribution in locating for acquisition the Corporate Centre and for
his efforts in improving that property for sale.
(3) During the period covered by the Table, the Company did not pay any
other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits.
<PAGE>
(4) During the period covered by the Table, the Company issued 100,000
shares of restricted stock to Mr. Pusey in connection with his
guarantee of the mortgage on the Corporate Centre. The value shown
was determined by multiplying $.28, the average of the bid and ask
price of shares of the Company's common stock on that date, by the
number of shares.
(5) The sum of the number of shares of common stock to be received upon
the exercise of all stock options granted of the options shown for Mr.
Pusey, of which 50,000 were granted in September 1994, 25,000 were
granted in September 1993 and the remaining 20,000, which were to
expire in September 1994, were extended to September 1996. All
underlying options were exercised during the year ended June 30, 1996.
The sum of the number of shares of common stock to be received upon
the exercise of all stock options granted of the options shown for Mr.
Yager, of which 10,000 were granted in September 1994, 10,000 were
granted in September 1993, and 10,000 were granted in September 1992.
The 10,000 options underlying options granted in September 1992 were
exercised during the year ended June 30, 1996. The remaining
underlying options were exercised subsequent to the year ended June
30, 1996.
(6) Except for stock option plans, the Company does not have in effect any
plan that is intended to serve as incentive for performance to occur
over a period longer than one fiscal year.
(7) All other compensation received that the Company has not properly
reported in any other column of the Table. During the period covered
by the Table, the Company did not make any contributions or other
allocations to any defined contribution plans. The amount shown for
the year ended June 30, 1996 is health insurance premiums in the
amount of $5,691 and auto lease payments in the amount of $8,437 paid
on Mr. Pusey's behalf. The amount shown for the year ended June 30,
1995 is health insurance premiums paid on his behalf. The amount shown
for the year ended June 30, 1994 is the aggregate of the $3,932 in
interest paid to Mr. Pusey in respect of the Loan and $5,139 insurance
premiums paid on his behalf. As a non-employee director, Mr. Yager is
entitled to receive a fee of $200 for each meeting attended by him in
person. Prior to the year ended June 30, 1995, the fee was $150 for
each meeting attended in person.
(b) OPTION GRANTS TABLE; AGGREGATED OPTION EXERCISE AND FISCAL YEAR END
OPTION TABLE; AGGREGATED OPTION EXERCISED IN LAST FISCAL YEAR AND FISCAL
YEAR END OPTION VALUES; LONG-TERM INCENTIVE PLAN AWARDS TABLE.
<PAGE>
STOCK OPTIONS.
The following table contains information concerning the grant of stock
options under the Company's Non-Discretionary Stock Option Plan and its 1988
Stock Option Plan, to the executive officers named during the Company's last
fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR TABLE
% of Total
Options Granted Exercise
Options to Employees in or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- ---- ----------- ------------------ ------------ ----------
Gregory Pusey (1) -0- -0- -0- -0-
Donald Yager (2) 10,000 -0- $.34375 8/31/98
- ------------------
(1) Mr. Pusey does not receive grants of options pursuant to the Non-
Discretionary Plan as he is an employee of the Company and, therefore,
is ineligible under such Plan. In computing the percentage of options
granted to employees, the options granted pursuant to the Non-
Discretionary Plan are not included since such options may not be
granted to employees.
(2) Options were granted pursuant to the Non-Discretionary Plan to each of
Mr. Yager, Dr. Altshuler and Mr. Menefee, each of whom was a director
but not an employee on his respective date of grant.
Set forth in the following table are options exercised by executive
officers of the Company during the fiscal year ended June 30, 1996.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN 1996
<TABLE>
Number of Value of
Unexercised Unexercised
Options In-the-Money
at Fiscal Options at Fiscal
Year-End (#) Year-End ($)
Shares Acquired Value ----------------- -----------------
on Exercise Realized Exercisable/ Exercisable/
Name (#)(1) ($)(2) Unexercisable (3) Unexercisable (4)
- ----- --------------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Gregory Pusey 215,000 83,050 -0-/-0- $-0-/-0-
Donald Yager 40,000 15,076 -0-/-0- $-0-/-0-
</TABLE>
- ------------------
(1) The number of shares received upon exercise of options during the
fiscal year ended June 30, 1996.
<PAGE>
(2) With respect to options exercised during the Company's fiscal year
ended June 30, 1996, the dollar value of the difference between the
option exercise price and the market value of the option shares
purchased on the date of the exercise of the options.
(3) The total number of unexercised options held as of June 30, 1996,
separated between those options that were exercisable and those
options that were not exercisable.
(4) For purposes of this computation, the fair market value is assumed
to be the average of the bid and asked price of the Company's common
stock on June 30, 1996.
Other than the Company's stock option plans, the Company has no
long-term incentive plan intended to serve as incentive for performance to
occur over a period longer than one fiscal year. Accordingly, the Long-Term
Incentive Plan Awards Table is not required to be included.
STOCK OPTION PLAN. During the fiscal year ended June 30, 1989, the
Company adopted the 1988 Stock Option Plan (the "1988 Plan"). The 1988 Plan
is designed to provide incentives for key employees of the Company. In
September 1992, the shareholders approved an increase from 200,000 to 400,000
in the number of shares issueable pursuant to the 1988 Plan and the
elimination of a provision of the 1988 Plan that limited the number of shares
underlying options that could be granted to any one individual to 40,000
shares in a fiscal year.
The 1988 Plan is administered by an Option Committee. The Board of
Directors serves as the Option Committee with respect to options to employees
who are not directors of the Company. With respect to options to employees
who also are directors, however, the 1988 Plan was, on September 12, 1991,
amended to comply with certain rules promulgated by the Securities and
Exchange Commission to provide that the 1988 Plan is administered by a
committee of two directors selected by the Board, each of whom shall not have
received, within one year prior to his service on the Committee, options
under the 1988 Plan or any other discretionary stock plan of the Company.
During the year ended June 30, 1996, Dr. Altshuler and Mr. Yager served as
members of the Option Committee with respect to options to employees who also
were directors.
The Option Committee may adopt rules and regulations for carrying out
the purpose of the 1988 Plan and is authorized, within the limits of the 1988
Plan, to determine the individuals to whom, and the time or times at which,
options will be granted, the number of shares to be subject to each grant
(except as provided below) and the applicable restriction period. In
addition, the Option Committee may determine the purchase price for the
shares subject to the option and specify such other terms and provisions of
any grants of options under the 1988 Plan as it deems necessary or desirable;
provided, however, that grants intended to qualify as incentive stock options
shall not be for less than 100 percent of the fair market value of the shares
underlying the grant on the date of the grant.
The 1988 Plan permits the grant of both incentive stock options and
non-incentive stock options. Incentive stock options may be granted only to
those employees who are regarded by the Committee as "key" employees. With
respect to incentive stock options, the aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which an incentive stock option first becomes exercisable may not exceed
$100,000 per calendar year. Further, no incentive stock option shall be
granted to an individual if, at the time the option is granted, such
individual owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company or subsidiary
corporation, within the meaning of Section 422A(b)(6) of the Internal Revenue
Code of 1986 (the "Code"), unless (i) at the time such option is granted the
option price is at least 110 percent of the fair market value of the stock
subject to the option and (ii) such option by its terms is not exercisable
after the expiration of five years from the date of grant.
<PAGE>
All the outstanding options granted pursuant to the 1988 Stock Option
Plan are exercisable at a price of not less than 100 percent of the fair
market value on their respective dates of grant.
NON-DISCRETIONARY STOCK OPTION PLAN. The Board of Directors has adopted
a Non-Discretionary Stock Option Plan pursuant to which the Company is
authorized to grant options to purchase up to an aggregate of 250,000 shares
of the Company's common stock. The Non-Discretionary Stock Option Plan
became effective as of September 12, 1991 and is intended to reward
non-employee directors' for their participation and contributions to the
Company. The Non-Discretionary Stock Option Plan provided that, as of the
effective date, options to purchase 20,000 were granted shares to each
non-employee director of the Company. Thereafter, at such time as a person
becomes a non-employee director of the Company, the Company will grant that
person options to purchase 20,000 shares of the Company's common stock. Dr.
Altshuler and Mr. Yager were each granted options to acquire 20,000 shares at
an exercise price of $.36 per share, the fair market value of the Company's
common stock on the date of grant. However, upon his acceptance of his
appointment as a director on October 26, 1993, Mr. Menefee and the Company
agreed that he would be granted options to acquire 10,000 shares at an
exercise price of $.28 per share. In addition, effective September 1 of each
year, commencing 1992, options to purchase an additional 10,000 shares have
been and/or will be granted to each non-employee director. Each of Dr.
Altshuler, Mr. Yager, and Mr. Menefee were granted options to acquire 10,000
shares on each September 1 on which he served as a director commencing on
September 1, 1992 at an exercise price equal to fair market value of the
Company's common stock on the dates the options were granted.
Options granted pursuant to the Non-Discretionary Plan are exercisable
in full effective as of the date of grant and expire three years from the
date of grant, except that an option will expire, if not exercised, 90 days
after the optionee ceases to be a director of the Company.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth ownership of the presently issued and
outstanding shares of the Company's $.025 par value common stock held by each
director, individually, and all officers and directors as a group, and all
persons who own five percent or more of the outstanding shares of the
Company's common stock as of September 17, 1996. The Company has only one
class of capital stock, its $.025 par value common stock.
Number of Percent of
Beneficial Owner Shares Class
- ---------------- --------- ----------
John H. Altshuler
18 Blue Heron Drive West
Littleton, CO 80121(1) 139,190 4.1%
Scott Menefee
971 Garfield Street
Denver, CO 80206(5) 40,000 1.2%
Gregory Pusey
1722 Buffehr Creek Road
Vail, CO 81657(2) 1,500,769 44.3%
Donald E. Yager
3200 W. 72nd Avenue
Westminster, CO 80030(3) 70,000 2.1%
<PAGE>
All officers and directors as a group
(4 persons)(1)(2)(3)(5) 1,749,959 50.9%
E. Jeffrey Peierls
73 S. Holman Way
Golden, CO 80401(4) 482,037 14.2%
- ------------------
(1) Includes 110,586 shares owned by Dr. Altshuler jointly with his wife and
currently exercisable options to purchase 10,000 shares which have been
granted under the Non-Discretionary Stock Option Plan.
(2) Includes 852 shares owned by Revden Corp. of which Mr. Pusey is a principal
shareholder, officer and director. Also includes 18,604 shares owned
jointly by Mr. Pusey with his wife, and an aggregate of 45,202 shares
owned by Mrs. Pusey, individually or as custodian for their minor children.
(3) Includes 60,000 shares owned by Mr. Yager and currently exercisable options
to purchase 10,000 shares which have been granted under the Non-
Discretionary Stock Option Plan.
(4) Includes 179,813 shares held of record by Ethel F. Peierls, E. Jeffrey
Peierls' mother. Mr. Peierls is co-executor of the estate of Ethel F.
Peierls. Does not include the following shares held of record by
E. Jeffrey Peierls: 2,400 shares held for the benefit of Brian E. Peierls,
Jeffrey Peierls' brother; 2,400 shares held for the benefit of Kathryn G.
Thames; and 800 shares held for the benefit of Alice G. Thames. Also does
not include 203,111 shares held of record by Brian E. Peierls, E. Jeffrey
Peierls disclaims beneficial ownership in the shares held by other members
of his family and Kathryn and Alice Thames.
(5) Includes 30,000 shares subject to options granted under the Non-
Discretionary Stock Option Plan.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Pursuant to an oral agreement with Livingston, which is an affiliate of
Gregory Pusey, the Company pays $750 per month to Livingston for rent and
certain administrative expenses. The Company believes that these arrangements
have been at least as favorable as could be obtained with a non-affiliated
party.
In October 1993, the Company obtained a mortgage on the Corporate Centre
in the amount of $850,000. The loan was guaranteed by Mr. Pusey, subject to
a limit of 40% of the obligation of the Company to the mortgagee. Mr. Pusey
was granted 100,000 shares of the Company's restricted common stock in
consideration of the loan guaranty (See Item 10). In February 1996, the
Company sold the Corporate Centre, repaid the loan and retired the mortgage.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
The exhibits listed on the accompanying index to exhibits are filed as
part of this Annual Report.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the last fiscal quarter covered
by this Report.
<PAGE>
INDEX TO EXHIBITS
(3)(a) Articles of Incorporation, as amended, filed as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended June 30,
1990 are incorporated herein by this reference.
(3)(b) Bylaws, as amended, filed as an exhibit to the Registrant's Annual
Report on Form 10-K for the year ended June 30, 1988 are incorporated
herein by this reference.
(10)(a) 1988 Stock Option Plan, as amended, filed as an Exhibit to the
Registrant's Proxy Statement for a Special Meeting of Shareholders
held on September 30, 1992 is incorporated herein by this reference.
(10)(b) Contract of Purchase and Sale between the Company and San Jac
Financial Services, Inc. filed as Exhibit 10(b) the Registrant's
Annual Report on Form 10-K for the year ended June 30, 1991 is
incorporated herein by this reference.
(10)(d) Non-Discretionary Stock Option Plan, as amended, filed as an Exhibit
to the Registrant's Proxy Statement for a Special Meeting of
Shareholders held on September 30, 1992 is incorporated herein by
this reference.
(10)(j) Continuing Guaranty and Indemnity Agreement between Gregory Pusey and
American United Mortgage Corporation filed as Exhibit 10(j) to the
Registrant's Form 10QSB for the period ended September 30, 1993 is
incorporated herein by this reference.
(10)(k) Commercial Contract to Buy and Sell Real Estate between the Company
and Columbine West LLC, accepted June 15, 1995, as amended on August
11, 1995, August 15, 1995, September 8, 1995, and September 25, 1995
filed as Exhibit (10(k) in the Registrant's Report on Form 10-KSB for
the year ended June 30, 1995 is incorporated herein by this reference.
(10)(l) Commercial Contract to Buy and Sell Real Estate between the Company
and Centurion Development Company, dated June 15, 1995, as amended on
September 15, 1995 filed as Exhibit (10(l) in the Registrant's Report
on Form 10-KSB for the year ended June 30, 1995 is incorporated herein
by this reference.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CAMBRIDGE HOLDINGS, LTD.
Date: September 30, 1996 By: /s/ GREGORY PUSEY
-----------------------------------
Gregory Pusey, President, Treasurer
and Director
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Date: September 30, 1996 By: /s/ GREGORY PUSEY
-----------------------------------
Gregory Pusey, President, Treasurer
and Director
Date: September 30, 1996 By: /s/ DONALD E. YAGER
-----------------------------------
Donald E. Yager, Secretary and
Director
Date: September 30, 1996 By: /s/ JOHN H. ALTSHULER
-----------------------------------
John H. Altshuler, Director
Date September 30, 1996 By: /s/ SCOTT MENEFEE
-----------------------------------
Scott Menefee, Director
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 1,304,273
<SECURITIES> 2,655,050
<RECEIVABLES> 250,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,245,821
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,249,007
<CURRENT-LIABILITIES> 278,149
<BONDS> 0
0
0
<COMMON> 3,247,257
<OTHER-SE> 723,601
<TOTAL-LIABILITY-AND-EQUITY> 4,249,007
<SALES> 0
<TOTAL-REVENUES> 2,287,871
<CGS> 0
<TOTAL-COSTS> 408,087
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 43,506
<INCOME-PRETAX> 1,836,278
<INCOME-TAX> 162,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,674,278
<EPS-PRIMARY> .52
<EPS-DILUTED> 0.00
</TABLE>
