<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
----------- ----------
COMMISSION FILE NUMBER 0-19726
CAMBIO, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 94-3022377
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
6006 NORTH MESA STREET, SUITE 515
EL PASO, TEXAS 79912
(Address of principal executive offices)
(915) 581-5828
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
As of November 10, 1999, 4,315,214 shares of Class A Common Stock, no shares of
Class B Common Stock, and 51,073 shares of Series B Convertible Preferred Stock
which are convertible into 25,536,500 shares of Class A Common Stock, were
outstanding.
<PAGE> 2
CAMBIO, INC.
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C> <C>
Part I Financial Information
Item 1 Financial Statements
Condensed Consolidated Balance Sheet as of
September 30, 1999 3
Condensed Consolidated Statements of Operations for
the three months ended September 30, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows for
the three months ended September 30, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II Other Information 10
Item 1 Legal Proceedings 10
Item 2 Changes in Securities and Use of Proceeds 10
Item 3 Defaults upon Senior Securities 10
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
Signature 11
</TABLE>
2
<PAGE> 3
CAMBIO, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents $ 760,000
Accounts receivable - net of allowance
for doubtful accounts of $42,000 201,000
Prepaids and deposits 11,000
------------
Total current assets 972,000
Property and equipment, net 122,000
Other assets: 25,000
------------
Total assets $ 1,119,000
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities $ 2,548,000
Deferred revenue 4,000
Note payable to stockholder 250,000
Liabilities of discontinued operations 678,000
------------
Total current liabilities 3,480,000
Stockholders' deficit:
Common stock, $0.01 par value - 55,000,000 shares authorized; 4,037,236 shares
issued and outstanding 40,000
Preferred stock, $0.01 par value - 1,000,000 shares authorized; 51,073 shares
issued and outstanding 1,000
Paid in capital 23,370,000
Accumulated deficit (25,772,000)
------------
Total stockholders' deficit (2,361,000)
------------
Total liabilities and stockholders' deficit $ 1,119,000
============
</TABLE>
The accompanying notes are an integral part of this statement
3
<PAGE> 4
CAMBIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Revenue $ 228,000 $ 120,000
Operating expenses:
Cost of revenue 113,000 10,000
Sales and marketing 293,000 105,000
Services 187,000 83,000
Research and development 131,000 75,000
General and administrative expenses 696,000 549,000
----------- -----------
Total operating expenses 1,420,000 822,000
----------- -----------
Loss from operations (1,192,000) (702,000)
----------- -----------
Other income (expense):
Interest income 11,000 0
Interest expense (19,000) (7,000)
----------- -----------
Total other expense (8,000) (7,000)
----------- -----------
Net loss $(1,200,000) $ (709,000)
=========== ===========
Basic and diluted net loss per
common share $ (0.30) $ (0.25)
=========== ===========
Weighted average shares outstanding 3,968,961 2,795,554
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE> 5
CAMBIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net cash used in operating activities $(1,190,000) $ (387,000)
Cash flows from investing activities:
Capital expenditures (9,000) (7,000)
Cash advance to acquired company -- (638,000)
Costs related to acquisition -- (100,000)
----------- -----------
Net cash used in investing activities (9,000) (745,000)
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of stock options 36,000 --
Payments on short-term borrowings -- (42,000)
Long-term borrowings -- 8,000
Decrease in restricted cash -- 131,000
----------- -----------
Net cash provided by financing activities 36,000 97,000
----------- -----------
Net change in cash and cash equivalents (1,163,000) (1,035,000)
Cash and cash equivalents at beginning of the period 1,923,000 1,324,000
----------- -----------
Cash and cash equivalents at end of the period $ 760,000 $ 289,000
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 11,515 $ 2,000
Income taxes -- 9,000
Supplemental disclosure of noncash investing and financing activities:
Purchase of Cambio Networks, Inc.
Common stock issued to sellers -- $ 619,000
Liabilities assumed -- 4,658,000
Acquisition costs -- 100,000
----------- -----------
Assets acquired (including goodwill of $4,875,000) -- $ 5,377,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
5
<PAGE> 6
CAMBIO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying unaudited condensed consolidated financial statements
of the Company for the three months ended September 30, 1999 and 1998
have been prepared on the same basis as the audited financial
statements. In the opinion of management, such unaudited information
includes all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of this interim information.
Operating results and cash flows for interim periods are not
necessarily indicative of results for the entire year. Certain prior
period amounts have been reclassified to conform to the current period
presentation. Additionally, certain information and footnote
disclosures normally included in a full set of financial statements
have been condensed or omitted pursuant to the Securities and Exchange
Commission rules and regulations. The information included in this
report should be read in conjunction with the Company's audited
financial statements and notes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended June 30, 1999 previously filed
with the Securities and Exchange Commission.
2. The Company currently has one operating segment based on the markets in
which the Company operates and the information used to manage the
business. Identifiable assets held outside the United States are not
material. Revenues attributable to customers outside the United States,
in Egypt, amounted to $172,000 during the three months ended September
30, 1999. For the three months ended September 30, 1999 the Company had
sales to one customer amounting to $172,000 and representing 75% of net
revenues. Receivables outstanding from that customer at September 30,
1999 were $201,000.
3. On September 14, 1998, the Company acquired Cambio Networks, Inc., a
software development company. Pro forma results of operations assuming
the acquisition of Cambio Networks Inc. occurred at the beginning of
the Company's fiscal year ended June 30, 1998 are as follows.
<TABLE>
<CAPTION>
Three months
ended September
30, 1998
---------------
<S> <C>
Net revenues $ 340,000
Net loss $ (1,779,000)
==============
Net loss per share:
Basic and diluted $ (0.46)
==============
Weighted average common shares
outstanding 3,832,411
==============
</TABLE>
4. On February 2, 1999, Cambio transferred all of the issued and
outstanding stock of its discontinued healthcare subsidiaries (the
"Subsidiaries") to Imperial Loan Management Corporation ("Imperial").
Prior to the transfer, Imperial loaned $900,000 to the Subsidiaries and
Cambio, represented by 10% notes payable. Imperial will use its best
efforts to liquidate each of the Subsidiaries, settle outstanding
obligations and collect all amounts receivable. Cambio remains a
guarantor of the Imperial loans, amounting to $678,000. Upon
liquidation of the Subsidiaries and settlement of the outstanding
indebtedness, Cambio is entitled to receive one-half of any proceeds
remaining after payment of Imperial's expenses and the loans. The
assets and liabilities of the discontinued businesses consist primarily
of the accounts receivable and the Imperial loans. The Company
considers the realization of the remaining assets to be unlikely and
the assets have been fully provided for. All other material obligations
of the Subsidiaries have been settled except for the Imperial loans.
6
<PAGE> 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RECENT EVENTS
PRODUCT IMPROVEMENTS
In October 1999 the Company released an updated and improved version of
its flagship product, netRunner(TM) version 4.0 and a new product,
netRunner.com(TM), which is an Internet-enabled extension to netRunner(TM).
netRunner(TM) is an asset management database, commonly referred to in the
telecommunications industry as inventory management. netRunner(TM) is designed
to provide a telecommunications company with a systematic database to identify
and manage all of its network equipment from switches to circuits, and to
determine how that equipment is utilized and where it is located. This is
important in the provision of telecommunications services, as the addition and
deletion of customers does not allow for a static network system. The
ever-changing telecommunications customer landscape demands that
telecommunications companies have a detailed knowledge of the parts and pieces
of the network system in order to utilize existing equipment to maximum
capacity, design additions, and reconfigure its network as conditions change.
netRunner(TM) is designed to be used with wireless and Internet Protocol-based
technologies, in addition to a traditional wireline network.
Additionally, the information netRunner(TM) is able to provide expands
beyond the simple what, where and how. It also displays what is not working in a
system failure in conjunction with existing standard operations support systems
(OSS) software. As an added benefit, netRunner(TM) provides the basis to
identify the existence of assets for valuation in a rate making setting, or in
the event of a merger or post-merger, a database rationalization of assets. The
Company's most recent product, netRunner.com(TM), expands the scope of users
that can access the main inventory database of netRunner(TM) by allowing access
through the Internet.
With these new releases of netRunner(TM) version 4.0 and
netRunner.com(TM), the Company believes that it has demonstrated its ability to
issue timely improvements to its core product. The Company believes that these
improvements position it to take advantage of the market opportunities existing
in the telecommunications OSS industry.
SERVICES IMPROVEMENTS
The Company recently expanded its services capabilities to include data
gathering and system migration as a complementary offering to its core product
software, netRunner(TM). One of the key elements to the success of any database
management system is the ability to identify and load into the database the
initial items to be managed. The Company believes that one of its competitive
advantages is its complementary data mapping software and its personnel that can
accomplish the job of collecting the raw inventory data that makes netRunner(TM)
work. Cambio provides the necessary services to get the data into the database,
so that not only will the customer have an advanced software inventorying
solution, but that customer will have an inventorying solution that actually
works. The Company expects this addition to its services capabilities to become
a key marketing tool for the Company in the coming year.
FORWARD-LOOKING STATEMENTS
In addition to the historical information contained herein, this Form
10-QSB contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties,
including risks and uncertainties set forth in this Form 10-QSB that may cause
actual results to differ materially. These forward-looking statements speak only
as of the date hereof. The Company disclaims any intent or obligation to update
these forward-looking statements.
7
<PAGE> 8
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999
AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1998
Revenues. Net revenues from continuing operations for the three months
ended September 30, 1999 were $228,000 as compared to $120,000 for the three
months ended September 30, 1998, an increase of $108,000. The increase in
revenues is primarily due to the inclusion of only one month's revenue in 1998
following the Company's acquisition of Cambio Networks Inc. The Cambio Networks
Inc. acquisition was the Company's only revenue source for three months ended
September 30, 1998.
Sales and marketing. Sales and marketing expenses for the three months
ended September 30, 1999 were $293,000 compared to $105,000 for three months
ended September 30, 1998, an increase of $188,000. This increase in sales and
marketing expenses is primarily due to the inclusion of only one month's sales
and marketing expenses in 1998 following the Company's acquisition of Cambio
Networks Inc.
Services. Services expenses are comprised primarily of salary and
related costs for service personnel that were not directly billable to one of
the Company's revenue producing projects. Services expenses were $187,000 for
the three months ended September 30, 1999 compared to $83,000 for the three
months ended September 30, 1998, an increase of $104,000. This increase in
services expenses is primarily due to the inclusion of only one month's services
expenses in 1998 following the Company's acquisition of Cambio Networks Inc.
Research and development. Research and development expenses for the
three months ended September 30, 1999 were $131,000 compared to $75,000 for the
three months ended September 30, 1998, an increase of $56,000. The research and
development expenses for three months ended September 30, 1999 represent the
expenses associated with the Company's creation of a new research and
development team in El Paso, Texas. The research and development expenses for
the three months ended September 30, 1998 were based on one month's expenses of
Cambio Networks Inc., acquired in September 1998, that was located in Bellevue,
Washington in addition to outside development work. During the three months
ended September 30, 1999 the Company employed five people in its research and
development department as compared to one person for the three months ended
September 30, 1998.
General and administrative. General and administrative expenses for the
three months ended September 30, 1999 were $696,000 compared to $549,000 for the
three months ended September 30, 1998. The increase represents the change in
personnel due to restructuring that took place in second and third quarters of
fiscal year 1999 and the inclusion of only one month's general and
administrative expenses of Cambio Networks Inc.
Interest. Interest income in the three months ended September 30, 1999
was $11,000 as compared to none for the three months ended September 30, 1998.
The interest income is from the interest earned on the Company's cash sweep
account. In the three months ended September 30, 1998 the Company was not
earning interest on its cash account. Interest expense for the three months
ended September 30, 1999 increased to $19,000 from $7,000 in the three months
ended September 30, 1998 and is the result of debt acquired from Cambio Networks
Inc.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities used cash of $1,190,000 during the
three months ended September 30, 1999 compared to a use of $387,000 for the same
period in 1998. The primary reason for the increase in the use of cash is the
increased operating activities of the Company for the three months ended
September 30, 1999 compared to the same period in the previous year. In the
three months ended September 30, 1998 the Company had virtually no operating
activities other than the continuing wind down of its medical business and one
month's operating activities of its then newly acquired subsidiary Cambio
Networks Inc. Contributing to the use of funds in the three months ended
September 30, 1999 was a lack of revenues during the period.
During the three months ended September 30, 1999 the Company's
investing activities of $9,000 consisted of software and computer/network
equipment purchases. The investing activities use of cash for the same period in
1998 in the amount of $745,000 consisted mostly of two items. The first item was
the loan to Cambio Networks Inc. in the amount of $638,000 prior to its
acquisition by the Company, and the second item was the cost incurred in the
acquisition of Cambio Networks Inc. in the amount of $100,000.
The financing activities during the three months ended September 30,
1999 consisted of the exercise of stock options in the amount of $36,000 as
compared to $97,000 in the same period in the prior year. The proceeds from
financing activities in the three months ended September 30, 1998 were due to a
recovery of cash balances held in restricted accounts.
The Company's current operations are cash flow negative and as of
September 30, 1999, the Company had negative working capital of $2,508,000. With
the reorganization of the Company and the introduction of netRunner(TM) in the
prior fiscal year, the Company believes that it is poised to take advantage of
the market opportunities existing in the telecommunications industry. With the
advanced programming that netRunner(TM) represents and the Company's continuing
development of this product, the Company believes that additional equity funding
will enable it to penetrate and significantly expand in its market niche within
the telecommunications industry. The Company is actively engaged in seeking out
new equity funding. The Company believes that its current negative operational
cash flow is temporal and will be alleviated by increased sales. However, there
can be no assurance that sales will increase or capital will be available, or
that, if available, capital can be obtained on terms favorable to the Company.
If adequate funds are not available, the Company's liquidity could be impaired,
which would reduce the Company's ability to grow its business.
Year 2000 Compliance. The Company has evaluated the potential impact of
year 2000 difficulties on the processing of date-sensitive information by the
Company's computerized information system and believes that its systems are year
2000 compliant. The year 2000 problem is the result of computer programs being
written using two digits (rather than four) to define the applicable year. Any
of the Company's computer programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000, which
could result in miscalculations or system failures. The Company believes that if
such year 2000 difficulties arise, the cost of addressing the potential problems
will not have a material adverse effect on the Company's financial position,
liquidity or results of operations in future periods. The Company's software
product, netRunner(TM), is year 2000 compliant. The Company's prior product
offering, Comand, in its final release was year 2000 compliant. Earlier versions
of the Command product prior to its final version were not year 2000 compliant.
The Company made a reasonable business effort to inform its prior Command
customers of the fact that certain versions of the Command product were not year
2000 compliant and offered a year 2000 upgrade.
9
<PAGE> 10
PART II. OTHER INFORMATION
Item 1.Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule - September 30, 1999
(b) Reports on Form 8-K
None.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: November 15, 1999
Cambio, Inc.
/s/ K. Crandal McDougall
- ---------------------------
K. Crandal McDougall
Vice President of Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
11
<PAGE> 12
INDEX TO EXHIBITS
<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-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 760,000
<SECURITIES> 0
<RECEIVABLES> 243,000
<ALLOWANCES> 44,000
<INVENTORY> 0
<CURRENT-ASSETS> 972,000
<PP&E> 306,000
<DEPRECIATION> 184,000
<TOTAL-ASSETS> 1,119,000
<CURRENT-LIABILITIES> 3,480,000
<BONDS> 0
0
1,000
<COMMON> 40,000
<OTHER-SE> (2,402,000)
<TOTAL-LIABILITY-AND-EQUITY> 1,119,000
<SALES> 228,000
<TOTAL-REVENUES> 228,000
<CGS> 113,000
<TOTAL-COSTS> 113,000
<OTHER-EXPENSES> 1,307,000
<LOSS-PROVISION> 1,000
<INTEREST-EXPENSE> 19,000
<INCOME-PRETAX> (1,200,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,200,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,200,000)
<EPS-BASIC> (.30)
<EPS-DILUTED> (.30)
</TABLE>
