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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended JUNE 30, 2000
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission file number 0-16569
CAM COMMERCE SOLUTIONS, INC.
(FORMERLY KNOWN AS CAM DATA SYSTEMS, INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-3866450
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
17520 NEWHOPE STREET
FOUNTAIN VALLEY, CALIFORNIA 92708
(Address of principal executive offices) (Zip code)
(714) 241-9241
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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As of June 30, 2000 there were 2,886,000 shares of common stock outstanding.
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CAM COMMERCE SOLUTIONS, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
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<S> <C> <C>
PART I Financial Information
Item 1 Condensed Financial Statements:
o Condensed Balance Sheet at June 30, 2000 and
September 30, 1999 3
o Condensed Statement of Income (Loss) for the three
months ended June 30, 2000 and 1999 4
o Condensed Statement of Income (Loss) for the nine
months ended June 30, 2000 and 1999 5
o Condensed Statement of Cash Flows for the
nine months ended June 30, 2000 and 1999 6
o Notes to Condensed Financial Statements 7-9
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-11
PART II Other Information 12
o Signature Page 13
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAM COMMERCE SOLUTIONS, INC.
CONDENSED BALANCE SHEET
(In thousands except per share data)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30 SEPTEMBER 30
2000 1999
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $10,678 $ 5,049
Accounts receivable, net 1,903 3,439
Inventories 734 763
Prepaid expenses 473 73
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Total current assets 13,788 9,324
Property and equipment, net 856 1,060
Intangible assets, net 1,871 1,297
Other assets 363 218
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Total assets $16,878 $11,899
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 738 $ 1,644
Accrued compensation and related expenses 633 1,110
Customer deposits and deferred service revenue 697 899
Income taxes payable -- 219
Other accrued liabilities 150 439
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Total current liabilities 2,218 4,311
Stockholders' equity:
Common stock, $.001 par value, 12,000 shares
authorized, 2,886 shares issued and
outstanding in 2000 (2,213 shares in 1999) 3 2
Paid-in capital 11,798 4,571
Retained earnings 2,859 3,015
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Total stockholders' equity 14,660 7,588
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Total liabilities and stockholders' equity $16,878 $11,899
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</TABLE>
See accompanying notes to financial statements.
3
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CAM COMMERCE SOLUTIONS, INC.
CONDENSED STATEMENT OF INCOME (LOSS)
(In thousands except per share data)
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
-----------------------
JUNE 30 JUNE 30
2000 1999
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<S> <C> <C>
REVENUES
Net system revenues $ 3,868 $ 6,606
Net service revenues 1,093 1,173
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Total net revenues 4,961 7,779
COSTS AND EXPENSES
Costs of system revenues 2,245 3,576
Costs of service revenues 619 639
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Total costs of revenues 2,864 4,215
Selling, general and administrative expenses 2,029 2,600
Research and development expense 449 279
Interest income (124) (32)
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Total costs and expenses 5,218 7,062
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Income (loss) before provision (benefit) for
income taxes (257) 717
Provision (benefit) for income taxes (56) 285
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NET INCOME (LOSS) $ (201) $ 432
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Basic net income (loss) per share $ (.07) $ .20
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Diluted net income (loss) per share $ (.07) $ .17
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Shares used in computing basic
net income (loss) per share 2,733 2,157
Shares used in computing
Diluted net income (loss) per share 2,733 2,522
</TABLE>
See accompanying notes to financial statements.
4
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CAM COMMERCE SOLUTIONS, INC.
CONDENSED STATEMENT OF INCOME (LOSS)
(In thousands except per share data)
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS ENDED
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JUNE 30 JUNE 30
2000 1999
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<S> <C> <C>
REVENUES
Net system revenues $ 13,495 $ 16,203
Net service revenues 3,395 3,499
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Total net revenues 16,890 19,702
COSTS AND EXPENSES
Costs of system revenues 7,448 9,451
Costs of service revenues 1,851 1,774
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Total costs of revenues 9,299 11,225
Selling, general and administrative expenses 6,740 6,548
Research and development expense 1,265 787
Interest income (225) (86)
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Total costs and expenses 17,079 18,474
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Income (loss) before provision (benefit) for
income taxes (189) 1,228
Provision (benefit) for income taxes (33) 490
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NET INCOME (LOSS) $ (156) $ 738
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Basic net income (loss) per share $ (.06) $ .34
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Diluted net income (loss) per share $ (.06) $ .30
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Shares used in computing basic
net income (loss) per share 2,508 2,147
Shares used in computing
Diluted net income (loss) per share 2,508 2,415
</TABLE>
See accompanying notes to financial statements.
5
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CAM COMMERCE SOLUTIONS, INC.
CONDENSED STATEMENT OF CASH FLOWS
(All figures in thousands)
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS ENDED
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JUNE 30 JUNE 30
2000 1999
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (156) $ 738
Adjustments to reconcile net income (loss) to net
cash (used in) provided by operations:
Depreciation and amortization 608 544
Provision for doubtful accounts (80) 75
Net changes in operating assets and liabilities (981) 614
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Net cash (used in) provided by operations (609) 1,971
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Investing activities:
Purchase of property, plant and equipment (208) (503)
Capitalized software (178) (296)
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Cash used in investing activities (386) (799)
Financing activities:
Proceeds from equity private placement 5,675 --
Proceeds from exercise of stock options 949 97
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Cash provided by financing activities 6,624 97
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Net increase in cash and cash equivalents 5,629 1,269
Cash and cash equivalents at beginning of period 5,049 2,812
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Cash and cash equivalents at end of period $ 10,678 $ 4,081
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</TABLE>
See accompanying notes to financial statements.
6
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CAM COMMERCE SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
1. BUSINESS DESCRIPTION
CAM Commerce Solutions Inc., (the Company), (formerly known as CAM Data Systems,
Inc.) provides total commerce solutions for small to medium size, traditional as
well as web retailers that are based on the Company's open architecture software
products for managing inventory, point of sale, sales transaction processing and
accounting. In addition to software, these solutions often include hardware,
installation, training, service and consulting provided by the Company.
PRESENTATION OF CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements of the Company for the three and nine
months ended June 30, 2000 and 1999 are unaudited. In the opinion of management,
all adjustments necessary for a fair presentation of such financial statements
have been included. Such adjustments consisted only of normal recurring items.
Interim results are not necessarily indicative of results for a full year. The
condensed financial statements and notes are presented as permitted by Form
10-Q, and therefore should be read in conjunction with the Company's annual
report on Form 10-K for the year ended September 30, 1999.
INVENTORIES
Inventories are stated at the lower of cost determined on a first-in, first-out
basis, or net realizable value, and are composed of electronic point of sale
hardware and computer equipment used in the sale and service of the Company's
products.
STATEMENTS OF CASH FLOWS
Net changes in operating assets and liabilities as shown in the condensed
statement of cash flows are as follow:
<TABLE>
<CAPTION>
(All figures in thousands)
NINE MONTHS ENDED
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JUNE 30 JUNE 30
2000 1999
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<S> <C> <C>
(Increase) decrease in:
Accounts receivable $ 1,616 $(580)
Inventories 29 (188)
Prepaid expenses and other assets (533) 31
Increase (decrease) in:
Accounts payable (906) 400
Accrued compensation and related expenses (477) 383
Customer deposits and deferred revenue (202) 403
Accrued liabilities and income taxes payables (508) 165
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Net changes in operating assets and liabilities $ (981) $ 614
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</TABLE>
Income taxes paid during the nine months ended June 30, 2000 and 1999 were
$421,000 and $400,000, respectively. There was no interest expense paid in the
first nine months of 2000 or 1999.
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CAM COMMERCE SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
NET INCOME (LOSS) PER SHARE
Diluted earnings per share include dilutive effects of options, warrants, and
convertible securities, while basic earnings per share do not. The computation
of basic and diluted net income (loss) per share for the three and nine month
periods ended June 30, 2000 and June 30, 1999 are as follows:
(In thousands except
per share data)
THREE MONTHS ENDED
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JUNE 30 JUNE 30
2000 1999
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NUMERATOR:
Net income (loss) numerator for basic and
diluted net income (loss) per share $ (201) $ 432
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DENOMINATOR:
Weighted -average shares outstanding 2,733 2,157
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Denominator for basic net income (loss)
per share - weighted-average shares 2,733 2,157
Effect of dilutive securities:
Stock options -- 365
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Denominator for diluted net income (loss)
per share - weighted-average shares and
assumed conversions 2,733 2,522
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Basic net income (loss) per share $ (.07) $ .20
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Diluted net income (loss) per share $ (.07) $ .17
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NINE MONTHS ENDED
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JUNE 30 JUNE 30
2000 1999
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NUMERATOR:
Net income (loss) numerator for basic
and diluted net income (loss) per share $ (156) $ 738
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DENOMINATOR:
Weighted-average shares outstanding 2,508 2,147
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Denominator for basic net income (loss)
per share - weighted-average shares 2,508 2,147
Effect of dilutive securities:
Stock options -- 268
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Denominator for diluted net income (loss)
per share - weighted-average shares and
assumed conversions 2,508 2,415
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Basic net income (loss) per share $ (.06) $ .34
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Diluted net income (loss) per share $ (.06) $ .30
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CAM COMMERCE SOLUTIONS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
EQUITY PRIVATE PLACEMENT
In March 2000, the Company closed an $8 million equity private placement with a
group of institutional investors. The shares sold in the private placement were
sold at a price of $16 per share, with registration rights that call for the
shares to be registered within 90 days of the closing. The agreement on pricing
for the private equity placement was based on a 60-day trailing average of the
closing price of the Company's stock less 15% or $16 per share, whichever was
greater at the time of the close. After expenses, net proceeds to the Company
are expected to be approximately $7.6 million. Under the agreement, each
purchaser of ten shares of common stock in the private placement will also
receive "warrants" to purchase an additional seven shares at an average price of
$16.6875 per share. If all warrants are exercised in the future, it will raise
an additional $5.8 million for the Company. The Company received $4 million in
funding upon the close and an additional $2 million in the quarter ended June
30, 2000. The remaining $2 million was received subsequent to June 30, 2000. The
proceeds will be used for general working capital requirements and to expand the
Company's market share.
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000, AS COMPARED TO
THREE MONTHS ENDED JUNE 30, 1999
NINE MONTHS ENDED JUNE 30, 2000, AS COMPARED TO
NINE MONTHS ENDED JUNE 30, 1999
RESULTS OF OPERATIONS
NET REVENUES for the three months ended June 30, 2000, decreased 36% to $5
million, consisting of a 41% decrease in system revenues, and a 7% decrease in
service revenues compared to the three months ended June 30, 1999. Net revenues
for the nine months ended June 30, 2000, decreased 14% to $16.9 million,
consisting of a 17% decrease in system revenues, and a 3% decrease in service
revenues compared to the nine months ended June 30, 1999. The decrease in system
revenues was due to a relatively soft demand for the Company's products in
comparison to the large amount of computer hardware upgrades that were sold in
fiscal 1999 to prepare for the Year 2000. Service revenues decreased due to a
small portion of the Company's customer base canceling service after the Year
2000 and the closure of one of the Company's hardware service divisions.
GROSS MARGIN for the three months ended June 30, 2000, was 42% compared to 46%
for the three months ended June 30, 1999. Gross margin on system revenues
decreased to 42% due to more customer discounts given in 2000 as compared to
1999. Gross margin for the nine months ended June 30, 2000, was 45% compared to
43% for the nine months ended June 30, 1999. The increase in margin for the nine
months ended June 30, 2000, was a result of changes in the mix of hardware sales
versus software sales. Software sales yield a higher gross margin. Gross margin
for service revenue was 43% and 45% for the three months and nine months ended
June 30, 2000, compared to 46% and 49% for the three months and nine months
ended June 30, 1999. The decrease in gross margin for service revenue is related
to the increase in labor costs due to the expansion of the Retail Star technical
support department to support the increased customer base of Retail Star.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES expressed as a percentage of net
revenues increased for the three-month period ended June 30, 2000, to 41%,
compared to 33% for the three-month period ended June 30, 1999. Selling, general
and administrative expenses for the three months ended June 30, 2000, totaled $2
million as compared to $2.6 million for the three months ended June 30, 1999.
The decrease was a related to decreases in commissions and bad debt expense.
Selling, general and administrative expenses expressed as a percentage of net
revenues increased for the nine-month period ended June 30, 2000, to 40%,
compared to 33% for the nine-month period ended June 30, 1999. Selling, general
and administrative expenses for the nine months ended June 30, 2000, increased
3% to $6.7 million from the nine months ended June 30, 1999. The increase was
related to increases in marketing expense, trade show expense, payroll expense,
and overall public company costs.
RESEARCH AND DEVELOPMENT EXPENSE increased 61% to $449,000 for the three-month
period ended June 30, 2000, from $279,000 for the same period in 1999. Research
and development expense increased 61% to $1,265,000 for the nine-month period
ended June 30, 2000, from $787,000 for the same period in 1999. The increase for
the periods was attributed to an overall increase in research and development
expenses in 2000 related to Retail Star and the development of new products,
including the hiring of additional programmers related to the acquisition of the
Cubig accounting software product.
10
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INCOME TAXES, the estimated tax benefit rates for the three and nine months
ended June 30, 2000 are 22% and 17%, respectively. The effective tax rate was
40% for the three and nine months ended June 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents totaled $10.7 million on June 30, 2000,
compared to $5 million on September 30, 1999. The Company used $609,000 for
operations, expended $386,000 for fixed assets and capitalized software
development, and received $6.6 million in proceeds from an equity private
placement and the exercise of stock options during the nine months ended June
30, 2000, compared to the generation of $2 million from operations, and expended
$799,000 for fixed assets and capitalized software development during the nine
months ended June 30, 1999.
The Company has no significant commitments for expenditures. Management believes
the Company's existing working capital, coupled with funds generated from the
Company's operations, and funds raised from an Equity Private Placement, will be
sufficient to fund its presently anticipated working capital requirements for
the foreseeable future.
Inflation has had no significant impact on the Company's operations.
YEAR 2000 COMPLIANCE
The Company developed a plan to modify its information technology to recognize
the year 2000, and has converted the critical data processing systems. This
project was completed for a cost of $30,000. This figure included internal
costs, but excluded the costs to upgrade and replace systems in the normal
course of business. There have been no adverse effects on the Company from any
Year 2000 compliance related issues, nor are any anticipated in the future.
This Item II section contains certain forward looking statements regarding the
Company, its business, liquidity, prospects and results of operations that are
subject to certain risks and uncertainties posed by many factors and events that
could cause the Company's actual business, liquidity, prospects and results of
operations to differ materially from those that may be anticipated by such
forward looking statements. All statements contained herein that are not
historical facts, including but not limited to, statements regarding anticipated
future revenue and expense levels, and capital requirements, and the Company's
ability to generate cash from operations, are forward looking statements based
on current expectations. No assurances can be given that events or results
mentioned in any such forward looking statements would in fact occur. Readers
are cautioned not to place undue reliance on any forward-looking statements,
which speak only as of the date of this report. The Company undertakes no
obligation to revise any forward-looking statements in order to reflect events
or circumstances that may subsequently arise. Readers are urged to carefully
review and consider the various disclosures made by the Company in this report
and in the Company's other reports filed with the Securities and Exchange
Commission.
11
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CAM COMMERCE SOLUTIONS, INC.
PART II - OTHER INFORMATION
Items 1 - 5 Not Applicable
Item 6 Exhibits and Reports on Form 8-K
(A) Exhibits: Exhibit 27 -- Financial Data Schedule
(B) Reports on Form 8-K Report dated March 27, 2000 for Equity Private
Placement filed with the Securities and Exchange
Commission on April 11, 2000
12
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAM COMMERCE SOLUTIONS, INC. (Registrant)
Date: August 10, 2000 By /s/ Paul Caceres Jr.
--------------------------------------
Paul Caceres Jr.
Chief Financial and
Accounting Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule
