<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, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-19726
CAMBIO, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 94-3022377
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
6006 NORTH MESA STREET, SUITE 600
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 14, 2000, 49,694,000 shares of Class A Common Stock, no shares of
Class B Common Stock, and 500 shares of Series B Convertible Preferred Stock
which are convertible into 250,000 shares of Class A Common Stock, were
outstanding.
<PAGE> 2
CAMBIO, INC.
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
Part I Financial Information
Item 1 Financial Statements
Condensed Consolidated Balance Sheet as of September
30, 2000 (unaudited) and June 30, 2000 3
Condensed Consolidated Statements of Operations for
the three months ended September 30, 2000 and 1999
(unaudited) 4
Condensed Consolidated Statements of Cash Flows for
the three months ended September 30, 2000 and 1999
(unaudited) 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II
Other Information 9
Item 1 Legal Proceedings 9
Item 2 Changes in Securities and Use of Proceeds 9
Item 3 Defaults upon Senior Securities 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits and Reports on Form 8-K 9
Signature 10
</TABLE>
2
<PAGE> 3
CAMBIO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30 June 30
2000 2000
----------- -----------
<S> <C> <C>
ASSETS (Unudited) (Audited)
Current assets:
Cash and cash equivalents $ 514,000 $ 302,000
Accounts receivable 233,000 161,000
Prepaids and deposits 63,000 25,000
----------- -----------
Total current assets 810,000 488,000
Property and equipment, net 77,000 62,000
----------- -----------
Total assets $ 887,000 $ 550,000
=========== ===========
LIABILITIES AND CAPITAL DEFICIT
Current liabilities:
Accounts payable and accrued liabilities $ 2,309,000 $ 2,496,000
Deferred revenue 83,000 15,000
Note payable to stockholder 479,000 478,000
Liabilities of discontinued operations 678,000 678,000
----------- -----------
Total current liabilities 3,549,000 3,667,000
Convertible notes payable to investors 1,000,000 --
Capital deficit:
Common stock, $0.01 par value - 49,674,200 authorized shares issued and
outstanding at September 30, 2000; 39,359,350 shares
issued and outstanding at June 30, 2000 497,000 393,000
Preferred stock, $0.01 par value - 500 shares issued and outstanding
at September 30, 2000; 4,567 shares issued and outstanding at
June 30, 2000 -- --
Paid in capital 27,083,000 26,447,000
Accumulated deficit (31,242,000) (29,957,000)
----------- -----------
Total capital deficit (3,662,000) (3,117,000)
----------- -----------
Total liabilities and capital deficit $ 887,000 $ 550,000
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements (unaudited).
3
<PAGE> 4
CAMBIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Revenue $ 120,000 $ 228,000
Operating expenses:
Cost of revenue 4,000 113,000
Sales and marketing 277,000 293,000
Services 123,000 187,000
Research and development 173,000 131,000
General and administrative expenses 809,000 696,000
----------- -----------
Total operating expenses 1,386,000 1,420,000
----------- -----------
Loss from operations (1,266,000) (1,192,000)
Other income (expense):
Interest income -- 11,000
Interest expense (19,000) (19,000)
----------- -----------
Total other expense (19,000) (8,000)
----------- -----------
Net loss $(1,285,000) $(1,200,000)
=========== ===========
Basic and diluted net loss per common share $ (0.03) (0.30)
=========== ===========
Weighted average shares outstanding 43,428,492 3,968,961
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements (unaudited).
4
<PAGE> 5
CAMBIO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------------------
2000 1999
------------ -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,285,000) $ (1,200,000)
Adjustments to reconcile net loss to cash used in operations:
Depreciation 21,000 28,000
Expenses and settlements paid with equity 161,000 17,000
Changes in assets and liabilities:
Receivables (72,000) 3,000
Prepaid expenses (38,000) 10,000
Accounts payable and accrued liabilities (187,000) 40,000
Deferred revenue 68,000 (88,000)
------------ -------------
Net cash used in operating activities (1,332,000) (1,190,000)
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (36,000) (9,000)
------------ -------------
Net cash used in investing activities (36,000) (9,000)
------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible debt 880,000 --
Proceeds from issuance of common stock 675,000 --
Proceeds from exercise of stock options 24,000 36,000
Other 1,000 --
------------ -------------
Net cash provided by financing activities 1,580,000 36,000
------------ -------------
Net change in cash and cash equivalents 212,000 (1,163,000)
Cash and cash equivalents at beginning of the period 302,000 1,923,000
------------ -------------
Cash and cash equivalents at end of the period $ 514,000 $ 760,000
============ =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ -- $ 11,515
Income taxes -- --
</TABLE>
See Notes to Condensed Consolidated Financial Statements (unaudited).
5
<PAGE> 6
CAMBIO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements of the
Company for the three months ended September 30, 2000 and 1999 have been
prepared on the same basis as the audited financial statements. In the opinion
of management, such unaudited information includes all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of this
interim information. Operating results and cash flows for interim periods are
not necessarily indicative of results 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, 2000 previously filed with the
Securities and Exchange Commission.
NOTE 2. NATURE OF BUSINESS
The Company currently provides professional services and supplies software
products for operations support systems of telecommunications networks. The
Company's primary product is netRunner(TM). The Company's corporate headquarters
is in Dallas, Texas. The Company's accounting, finance, and research and
development functions are located in El Paso, Texas. The Company also has sales
offices located throughout the United States, in the United Kingdom and Egypt.
NOTE 3. DISCONTINUED OPERATIONS
On February 2, 1999, Cambio transferred all of the issued and outstanding stock
of the discontinued healthcare subsidiaries (the "Subsidiaries") to Imperial
Loan Management Corporation ("Imperial"), an affiliate of the Company's former
Chairman and CEO, Harvey Wm. Glasser, M.D. Dr. Glasser, who in February 1999
resigned his position as CEO and in March 1999 resigned from the Board of
Directors, is overseeing the liquidation of the Subsidiaries on behalf of
Imperial. The Company received no proceeds from the transfer. 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 as of June 30, 2000. Upon liquidation of the Subsidiaries and
settlement of the outstanding indebtedness, Cambio is entitled to receive
one-half of the proceeds remaining after payment of Imperial's expenses. At
September 30, 2000, 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.
NOTE 4. NOTES PAYABLE
In July 2000, we issued $1 million in principal amount of convertible notes
bearing interest at 6% per annum. In connection with this financing, we issued
warrants to purchase 1,250,000 shares of common stock. The subscribers in this
financing have agreed to purchase from us convertible notes up to the principal
amount of $17 million. This right is exercisable at our option. In connection
with this right, we are obligated to issue additional warrants to the
subscribers.
NOTE 5. BACKLOG
For the three months ended September 30, 2000, the Company received an order
from a major customer totaling $347,000. At September 30, 2000, the Company's
backlog of future shipments was $437,000.
6
<PAGE> 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements that involve risks
and uncertainties that could cause the results of Cambio to differ materially
from those expressed or implied by such forward-looking statements. These risks
include the timely development, production and acceptance of new products and
services and their feature sets; the challenge of managing asset levels; the
flow of products into third-party distribution channels; the difficulty of
keeping expense growth at modest levels while increasing revenues; risks
associated with the settlement of accounts payable claims; and other risks
detailed from time to time in Cambio's Securities and Exchange Commission
filings.
The words "anticipate," "believe," "estimate," "expect," "intend,"
"will," and similar expressions, as they relate to Cambio or our management
team, may identify forward-looking statements. Such statements reflect the
current views of Cambio with respect to future events and are subject to certain
risks, uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. Cambio does not intend to update these
forward-looking statements.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000
AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1999
Revenues. Revenues from operations decreased 47% from $228,000 for the
three months ended September 30, 1999 to $120,000 for the three months ended
September 30, 2000. The decrease in revenues is primarily attributable to sales
of the Company's software at higher sales revenue in the first quarter last year
versus lower sales revenue in the first quarter this year of maintenance and
system support. Cost of revenue for the three months ended September 30, 2000
was down significantly from the three months ended September 30, 1999
representing the fact that most revenue was related to maintenance and software
sales where all development costs have been incurred in prior periods.
Sales and Marketing. Sales and marketing expenses decreased slightly by
5% from $293,000 for the three months ended September 30, 1999 to $277,000 for
the three months ended September 30, 2000.
Services. Services expenses decreased 34% from $187,000 for the three
months ended September 30, 1999 to $123,000 for the three months ended September
30, 2000. This decrease was attributable to reduced costs related to servicing
order installation and reduced manpower cost this current quarter versus the
comparable quarter of last year.
Research and Development. Research and development expenses increased
32%, from $131,000 for the three months ended September 30, 1999 to $173,000 for
the three months ended September 30, 2000. The increase was attributable to
increased personnel costs in development and engineering cost associated with
the Company's main product. During the three months ended September 30, 2000,
the Company employed ten people in its research and development department as
compared to five persons for the three months ended September 30, 1999.
General and Administrative. General and administrative expenses
increased 16%, from $696,000 for the three months ended September 30, 1999 to
$809,000 for the three months ended September 30, 2000. The balance represents
additional costs for added personnel first quarter this year versus first
quarter last year.
Interest. Interest income decreased $11,000 from the three months ended
September 30, 1999 to less than $1,000 for the three months ended September 30,
2000. This represents the reduced cash balance from $1,923,000 at June 30, 1999
down to $362,000 at June 30, 2000.
7
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities used cash of $1,332,000 during the
three months ended September 30, 2000 compared to a use of $1,190,000 for the
three months ended September 30, 1999. The primary reason for the increase in
the use of cash is the increased operating loss for the quarter and payments of
$187,000 of accounts payable and accrued liabilities offset by expenses paid for
by issuance of common stock for the three months ended September 30, 2000
compared to the same period in the previous year.
During the three months ended September 30, 2000, consistent with the
three months ended September 30, 1999, the Company's investing activities were
$36,000 and $9,000 consisting of software and computer/network equipment
purchases.
The financing activities during the three months ended September 30,
2000 consisted of proceeds from the issuance of common stock of approximately
$675,000, exercise of stock options of approximately $24,000 and proceeds of
convertible debt debentures of $880,000. This compares to the three months
ended September 30, 1999 where financing activities of the Company consisted of
the exercise of stock options in the amount of $36,000.
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 additional capital other than provided in
the paragraph above will be available on terms favorable to the Company. If
adequate funds are not available, the Company's liquidity could be impaired,
which would have a negative impact on the Company's ability to grow its
business. As a result of the above conditions, the Company's most recent audited
financial statements contained a going concern opinion.
Finally, in July 2000, we issued $1,000,000 in principal amount of
convertible notes. In connection with this financing, we issued warrants to
purchase 1,250,000 shares of common stock. During the three months ended
September 30, 2000, Cambio entered into a $17,000,000 financing supported with
convertible notes for the next three years as discussed in footnote to the
financial statements. The subscribers have agreed to purchase from Cambio these
convertible notes exercisable at our option. The holders are bound to honor the
loans in the subscription agreement and cannot withhold monies from draw down by
Cambio except for reason of default. Notes bear interest at 6% and are
convertible to common stock at the option of the note holder.
8
<PAGE> 9
PART II. OTHER INFORMATION
Item 1.Legal Proceedings
None.
Item 2. Changes in Securities
During the three months ended September 30, 2000, the Company entered
into various agreements for consulting services to third parties and
compensation expense to Company employees paid for by the Company's
Class A Common Stock. Total shares issued for these services were
2,806,034 shares of the Company's Class A Common Stock. Additionally,
one employee purchased 117,627 shares of stock through the exercise of
vested options purchased at $0.20 per share.
Also during the three months ended September 30, 2000, the Company
consummated various private placements of Class A Common Stock pursuant
to which the Company issued 5,400,000 shares at $0.125 a share for an
aggregate consideration of $675,000.
Additionally, Series B Preferred Stock shareholders presented 4,067
shares of Series B Preferred Stock for conversion into Class A Common
Stock. That resulted in 2,033,500 shares of Class A Common Stock being
issued subsequent to June 30, 2000.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Special Meeting of Stockholders was held on July 14, 2000
(the "Special Meeting"). The following matter was voted upon and
approved by the Company's Stockholders at the Special Meeting:
(a) The approval of an amendment to Article IV of the Certificate
of Incorporation increasing the number of authorized shares of
Class A Common Stock to be 200,000,000 from 50,000,000. The
Company's stockholders voted as follows:
For: 33,321,642
Against: 491,969
Abstentions: 105,257
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule - September 30, 2000
(b) Reports on Form 8-K
On August 24, 2000, we filed a report on Form 8-K reporting the
completion of a private placement of $1,000,000 principal amount
of 6% convertible notes.
On September 11, 2000, we filed a report on Form 8-K reporting a
change in our certifying accountant.
9
<PAGE> 10
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 20, 2000
Cambio, Inc.
/s/ Kent J. Van Houten
----------------------
Kent J. Van Houten
Executive Vice President of Finance and Chief Financial Officer
(Principal Financial Officer)
10
<PAGE> 11
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
27 Financial Data Schedule - September 30, 2000
