<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2000
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ TO ______________
Commission file number 0-12962
CAMBRIDGE HOLDINGS, LTD.
(Exact name of small business issuer as specified in its charter)
Colorado 84-0826695
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
PO Box 2365 81632
Edwards, Colorado (Zip Code)
(Address of principal executive offices)
Issuer's telephone number, including area code (970) 926-3631
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 Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
State the number of shares outstanding of each of the Issuer's classes of common
stock, as of the latest practicable date.
Class Outstanding at May 2, 2000
Common Stock, $.025 par value 3,029,870
<PAGE> 2
CAMBRIDGE HOLDINGS, LTD.
FORM 10-QSB
TABLE OF CONTENTS
<TABLE>
<S> <C>
Part I. Financial Information...........................................................3
Balance Sheets as of March 31, 2000 and June 30, 1999................................4 & 5
Statements of Operations for the three and nine-month periods
ended March 31, 2000 and March 31, 1999..................................................6
Statements of Cash Flows for the nine-month periods ended March 31,
2000 and March 31, 1999..................................................................7
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................................8-11
Part II. Other Information.............................................................11
Signature Page..........................................................................12
</TABLE>
Page 2 of 12
Form 10-QSB
<PAGE> 3
CAMBRIDGE HOLDINGS, LTD.
FORM 10-QSB
MARCH 31, 2000
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
The accompanying unaudited financial statements include the accounts of
Cambridge Holdings, Ltd. (the "Company"). The financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles.
In the opinion of management, the unaudited interim financial statements for the
period ended March 31, 2000 are presented on a basis consistent with the audited
financial statements and reflect all adjustments, consisting only of normal
recurring accruals, necessary for fair presentation of the results of such
period.
The results for the nine months ended March 31, 2000 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's financial
statements of the period ended June 30, 1999.
Page 3 of 12
Form 10-QSB
<PAGE> 4
CAMBRIDGE HOLDINGS, LTD.
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
2000 1999
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents $ 230,419 $ 194,447
Investment securities - available for sale 1,012,076 1,683,136
Investment in LLCs 25,650 --
Notes receivable-related party 999,338 905,636
Allowance for uncollectable accounts (399,338) --
Deferred tax asset 44,000 44,000
Prepaids and other 44,160 45,888
Real estate developments 939,199 939,199
----------- -----------
Total current assets 2,895,504 3,812,306
----------- -----------
LONG-TERM ASSETS
Fixed assets, net 30,763 27,130
----------- -----------
$ 2,926,267 $ 3,839,436
=========== ===========
</TABLE>
Page 4 of 12
Form 10-QSB
<PAGE> 5
CAMBRIDGE HOLDINGS, LTD.
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
2000 1999
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued liabilities $ 19,184 $ 14,751
Deferred income taxes 17,150 17,150
Notes Payable -- 665,782
----------- -----------
Total current liabilities 36,334 697,683
----------- -----------
STOCKHOLDERS' EQUITY:
Common Stock - $.025 par value, 15,000,000
shares authorized: 3,029,870 shares issued and
outstanding as of March 31, 2000 and
June 30, 1999 75,747 75,747
Additional paid-in capital 2,997,292 2,997,292
Retained earnings (353,163) 39,653
Net unrealized gain on investment
securities available for sale 170,057 29,061
----------- -----------
Total stockholders' equity 2,889,933 3,141,753
----------- -----------
$ 2,926,267 $ 3,839,436
=========== ===========
</TABLE>
Page 5 of 12
Form 10-QSB
<PAGE> 6
CAMBRIDGE HOLDINGS, LTD.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine months
ended ended ended ended
Mar. 31, 2000 Mar. 31, 1999 Mar. 31, 2000 Mar. 31, 1999
<S> <C> <C> <C> <C>
REVENUES:
Realized gains (losses) on sales of
investment securities $ 38,472 $ 87,655 $ 19,585 $ 86,413
Unrealized Gains (losses) on
Securities held for trading -- 1,374 -- (27,555)
Interest and dividend income 7,424 22,060 39,058 38,594
Collection of Note Receivable
Previously written off 40,000 -- 70,000 --
Rental Income 8,550 -- 25,650 --
----------- ----------- ----------- -----------
Total revenues 94,446 111,089 154,293 97,452
----------- ----------- ----------- -----------
EXPENSES:
Operating, general, and administrative 47,486 38,974 126,684 128,637
Investment write off 399,338 -- 399,338 101,278
Interest 2,553 15,028 21,087 45,168
----------- ----------- ----------- -----------
Total expenses 449,377 54,002 547,109 275,083
----------- ----------- ----------- -----------
NET LOSS $ (354,931) $ 57,087 $ (392,816) $ (177,631)
Other Comprehensive (loss),
net of income tax:
Unrealized holding gains (losses) (226,920) (4,948) 160,581 (72,046)
----------- ----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) $ (581,851) $ 52,139 $ (232,235) $ (249,677)
=========== =========== =========== ===========
BASIC AND DILUTED INCOME (LOSS)
PER COMMON SHARE: $ (.12) $ .02 $ (.13) $ (.05)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 3,029,870 3,157,629 3,029,870 3,302,031
=========== =========== =========== ===========
</TABLE>
Page 6 of 12
Form 10-QSB
<PAGE> 7
CAMBRIDGE HOLDINGS, LTD.
STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
MAR. 31, 2000 MAR. 31, 1999
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (392,816) $ (177,631)
Adjustment to reconcile net loss to cash
used in operating activities:
Write off of investments 399,338 101,278
Interest income paid in investment securities (25,954) --
Depreciation and amortization 13,791 10,025
Realized (gains) on sales of
marketable & investment securities (62,619) (86,413)
Changes in operating assets and liabilities:
Prepaids and other 1,728 6,502
Accounts payable and accrued liabilities 4,431 609
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (62,101) (145,630)
----------- -----------
INVESTING ACTIVITIES:
Purchases of property and equipment (17,423) (6,322)
Proceeds from sales of investment securities 821,386 261,430
Collections on note receivable -- 2,500
Investments in note receivable-related party (93,702) (90,569)
Investment in LLCs (25,650)
Purchase of marketable securities (189,969) --
Proceeds from sales of marketable securities 269,213 --
Purchases of investment securities -- (140,124)
----------- -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 763,855 26,915
----------- -----------
FINANCING ACTIVITIES:
Principal payments on notes payable (665,782) (3,713)
Proceeds from exercise of stock options -- 3,437
Payments for repurchases of stock -- (194,821)
----------- -----------
Net cash (used in) financing activities (665,782) (195,097)
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 35,972 (313,812)
CASH AND CASH EQUIVALENTS, beginning of period 194,447 1,674,523
----------- -----------
Cash and cash equivalents, end of period $ 230,419 $ 1,360,711
=========== ===========
</TABLE>
Page 7 of 12
Form 10-QSB
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" below includes "forward looking statements"
within the meaning of Section 27A of the Securities Act, and is subject to the
safe harbor created by that section. Factors that could cause actual results to
differ materially from these contained in the forward looking statements are set
forth in "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
LIQUIDITY AND CAPITAL RESOURCES
During the fiscal year ended June 30, 1997, the Company purchased in two
separate transactions from two different unaffiliated sellers, raw land in an
area known as Cordillera Valley Club in Eagle County, Colorado west of Vail.
Each lot was conveyed to a limited liability company in which the Company is a
member with a 50% interest (CVC Lot 2 LLC and CVC Lot 19 LLC). Each lot has been
developed with a separate luxury residence and is offered for sale. Construction
on the properties was completed in early 1998. Due to the delay on the sale of
these properties, it is presently expected that when sold, these properties will
be sold at a loss. Management recorded an allowance for the loss on these note
receivables in the amount of $399,300 during the quarter ended March 31, 2000.
Due to the delay on sale of these properties, CVC Lot 19, LLC has agreed to rent
the CVC Lot 19 home at a monthly rental fee of $5,700. As of the date of this
filing, CVC Lot 19 LLC has collected $51,300 in rental income. CVC Lot 2, LLC
agreed to rent the CVC Lot 2 home for a lease period of twelve months commencing
on April 1, 2000 at a rate of $7,000 per month.
In July 1997, the Company purchased approximately three acres of raw land in
Glenwood Springs, Colorado for $925,000, including a mortgage of $675,000. The
mortgage bore interest at 9% per annum, payable $5,431 per month and was due on
January 15, 2000. The Company paid $300,000 on this mortgage in July 1999 and
paid the balance due on the mortgage of $351,700 on January 15, 2000. Since the
acquisition of this property, preliminary engineering for possible development
of the property has commenced. It is presently the intention of management to
resell the property.
The Company is currently considering other real estate development activities,
as well as other business opportunities. In addition to real property
acquisitions, the Company may consider the possible acquisition of, or merger
with, another business entity, or other types of business transactions. The
Company does not intend to limit its search to companies 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 other real estate interests or businesses
outside the real estate industry. From time to time, the Company also acquires
equity securities, which have a potential for capital gains and losses or, in
some cases, income potential. The Company has no limitations on the percentage
of assets that may be invested in any one instrument, or type of investment, nor
is the Company limited in the types of real
Page 8 of 12
Form 10-QSB
<PAGE> 9
estate in which the Company may invest. The Company's determination of the
method of operating and financing its properties is not fixed, and will, instead
depend on the type of property purchased and the Company's objective in
operating the particular property.
For the nine-month period ended March 31, 2000, operating activities used cash
of $62,100. The Company had interest income paid on investment securities of
$26,000. Realized gains on sales of marketable securities were $62,600 offset by
$43,000 in realized losses on investment securities. Prepaid expenses decreased
by approximately $1,700 in the nine-month period ended March 31, 2000. The
Company recorded depreciation on fixed assets of $13,800. Accounts payable and
accrued liabilities increased by $4,400.
Cash provided by investing activities was $763,900 during the nine-month period
ended March 31, 2000, of which approximately $821,400 and $269,200 was provided
by the proceeds from sales of investment and marketable securities,
respectively. The Company used $17,400 to purchase fixed assets. Approximately
$190,000 was used to purchase marketable securities and $93,700 was loaned to
related parties, CVC #19 LLC and CVC #2 LLC. Investments in Limited Liability
Companies were approximately $25,700.
Financing activities during the nine-month period ended March 31, 2000 used cash
of $665,800 that was used for principal payments on notes payable.
At March 31, 2000, the Company had cash and cash equivalents of $230,400 and
working capital of $2,859,200. The Company believes that its working capital is
adequate for its present real estate expenditures as described above. The
Company has no understandings or agreements on any other particular property or
business. Any such future acquisitions or other business arrangements could
involve substantial expenditures. Moreover, the Company could incur substantial
expenses in connection with the evaluation of business opportunities. In its
consideration of potential business opportunities, the Company expects to
consider the potential effect on its liquidity.
COMPREHENSIVE INCOME (LOSS)
Effective July 1, 1998, Cambridge Holdings, Ltd. Adopted FASB Statement No. 130,
Reporting Comprehensive Income ("SFAS No. 130"). SFAS No. 130 requires the
reporting of comprehensive income in addition to net income (loss) from
operations. Comprehensive income (loss) is a more inclusive financial reporting
methodology that includes disclosure of certain financial information that
historically has not been recognized in the calculation of net income (loss).
The change in net unrealized securities gains (losses) recognized in other
comprehensive income includes two components: (1) unrealized gains (losses) that
arose during the period from changes in market value of securities that were
held during the period (Holding gains (losses)), and (2) gains or (losses) that
were previously unrealized, but have been recognized in current period net
income due to sales of available-for sale securities (reclassification for
realized gains). This reclassification has no effect on total comprehensive
income or stockholders' equity.
Page 9 of 12
Form 10-QSB
<PAGE> 10
The following table presents the components of other comprehensive income
(loss), net of tax:
<TABLE>
<CAPTION>
Nine-months ended March 31, 2000 1999
-------- --------
<S> <C> <C>
Holding gains (losses) $140,996 $(72,046)
Reclassification for realized losses 19,585 --
-------- --------
Increase (Decrease) in net unrealized
Securities gains recognized in other
Comprehensive income $160,581 $(72,046)
======== ========
</TABLE>
YEAR 2000 COMPLIANCE
The Company completed a review and risk assessment of all technology items used
in its operations. The Company's accounting software program as well as other
office software was upgraded during 1999 to be Year 2000 compliant. The Company
incurred no significant operational problems due to the year 2000 problem.
RESULTS OF OPERATIONS
NINE MONTH PERIOD ENDED MARCH 31, 2000 COMPARED TO NINE MONTH PERIOD ENDED MARCH
31, 1999
The Company's revenues for the nine-month period ended March 31, 2000 totaled
approximately $154,300, consisting of interest on temporary cash on hand and
other money market instruments of $39,100 and realized gains on investment
securities of $19,600. The Company received $70,000 on a note receivable that
was previously written off. The Company received rental income of $25,650.
Revenues for the nine-month period ended March 31, 1999 totaled approximately
$125,000, which consisted of interest and dividend income of $38,600 and
realized gains on investment securities of $86,400.
During the nine month period ended March 31, 2000, the Company provided for a
loss on notes receivable from a related party for $399,300. Management feels
that once the homes owned by CVC Lot 2, LLC and CVC Lot 19, LLC are sold, the
Company will not be paid in full. Management estimates that the Company will be
repaid $600,000 for both investments.
During the nine month period ended March 31, 1999, the Company incurred a
write-downs of investments of $101,300 and a net decrease in the valuation of
bonds and other securities held for trading of $27,600. The investment written
off during the quarter was an investment in a partnership that management
considers to be worthless. The decrease in the value of the bonds is directly
related to the decline in market conditions.
Page 10 of 12
Form 10-QSB
<PAGE> 11
During the nine-month periods ended March 31, 2000 and March 31, 1999, the
Company incurred operating, general and administrative costs of approximately
$126,700 and $128,600, respectively. The Company had losses before any income
tax benefit for the nine-month period ended March 31, 2000 of approximately
$392,800 as compared with $177,600 for the nine-month period ended March 31,
1999.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
On February 25, 2000, the Company filed a Report on Form 8-K indicating under
Item 4 a change in auditors from BDO Seidman, LLP to A.J. Robbins, P.C.,
effective February 23, 2000.
Page 11 of 12
Form 10-QSB
<PAGE> 12
CAMBRIDGE HOLDINGS, LTD.
FORM 10-QSB
MARCH 31, 2000
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAMBRIDGE HOLDINGS, LTD.
May 15, 2000 By: /s/ Gregory Pusey
--------------------------------
Gregory Pusey
President, Treasurer and Director
Page 12 of 12
Form 10-QSB
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 230,419
<SECURITIES> 1,012,076
<RECEIVABLES> 999,338
<ALLOWANCES> (399,338)
<INVENTORY> 0
<CURRENT-ASSETS> 2,895,504
<PP&E> 30,763
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,926,267
<CURRENT-LIABILITIES> 36,334
<BONDS> 0
0
0
<COMMON> 75,747
<OTHER-SE> 2,814,186
<TOTAL-LIABILITY-AND-EQUITY> 2,926,267
<SALES> 0
<TOTAL-REVENUES> 154,293
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 526,022
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,087
<INCOME-PRETAX> (392,816)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
