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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, 2003

OR

( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _________ to _________

Commission file number 0-16569

CAM COMMERCE SOLUTIONS, INC.

(Exact name of registrant as specified in its Charter)

(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  (   )

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes  (   )     No  (X)

As of August 11, 2003 there were 3,208,470 shares of common stock outstanding.

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CAM COMMERCE SOLUTIONS, INC.

INDEX

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

CAM COMMERCE SOLUTIONS, INC.

CONDENSED BALANCE SHEETS

See accompanying notes.

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CAM COMMERCE SOLUTIONS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes.

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CAM COMMERCE SOLUTIONS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes.

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CAM COMMERCE SOLUTIONS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes.

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CAM COMMERCE SOLUTIONS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2003

(Unaudited)

ORGANIZATION AND BUSINESS

CAM Commerce Solutions Inc., (the Company), was incorporated in California in 1983, and reincorporated in Delaware in 1987. The Company’s principal business is to provide total commerce solutions for small-to-medium size, traditional and Web retailers. These solutions 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 credit card processing services provided by the Company. Sales, service, research, and development are located in California and Nevada, while the Company’s customers are located throughout the United States.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation of Condensed Financial Statements

The accompanying financial statements of the Company for the three and nine months ended June 30, 2003 and 2002 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, 2002.

Cash Equivalents

Cash equivalents represent highly liquid investments with original maturities of three months or less.

Marketable Securities

All investment securities are considered to be available-for-sale and are carried at fair value. Management determines the classification at the time of purchase and re-evaluates its appropriateness at each balance sheet date. The Company’s marketable securities at June 30, 2003 and September 30, 2002 consist of debt instruments that bear interest at various rates. The gross unrealized gains on securities available-for-sale at June 30, 2003 and September 30, 2002 were $32,000 and $14,000, respectively. There were no realized gains (losses) for the nine months ended June 30, 2003 and June 30, 2002.

Concentrations of Credit Risk

The Company sells its products primarily to small-to-medium size retailers. Credit is extended based on an evaluation of the customer’s financial condition, and collateral is generally not required. Credit losses have traditionally been minimal and such losses have been within management’s expectations.

Inventories

Inventories are stated at the lower of cost or market determined on a first-in, first-out basis, or net realizable value. Inventories are composed of finished goods, which include electronic point of sale hardware and computer equipment used in the sale and service of the Company’s products.

Comprehensive Income (Loss)

The Comprehensive income (loss) for the three and nine month periods ended June 30, 2003 and June 30, 2002, were $93,000, ($378,000), $741,000, and $222,000, respectively. Unrealized gains and losses on securities available-for-sale represented the difference between net income (loss) and comprehensive income (loss).

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CAM COMMERCE SOLUTIONS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2003

(Unaudited)

Statements of Cash Flows

Net changes in operating assets and liabilities as shown in the condensed statements of cash flows are as follows:

Revenue Recognition Policy

The Company derives revenue from the sale of computer hardware, computer software, post contract customer support (PCS), installation and credit card processing services. System revenue from hardware and software sales is recognized at the time of shipment. Service revenue allocable to PCS is recognized ratably on a monthly basis over the period of the service contract. Credit card processing revenue is recognized in the period the service is performed. The Company defers and recognizes installation revenue upon completion of the installation process.

Intangible Assets

The Company capitalizes costs incurred to develop new marketable software and enhance the Company’s existing systems software. Costs incurred in creating the software are charged to expense when incurred as research and development until technological feasibility has been established through the development of a detailed program design. Once technological feasibility has been established, software production costs are capitalized and reported at the lower of amortized cost or net realizable value.

Reclassifications

Certain reclassifications have been made to the 2002 financial statements to conform to the fiscal 2003 presentation.

Recently Issued Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities”. FIN 46 requires that if an entity has a controlling financial interest in a variable interest entity, the assets, liabilities and results of activities of the variable interest entity should be included in the consolidated financial statements of the entity. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company does not believe that the adoption of FIN 46 will have a material impact on its results of operations or financial position.

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CAM COMMERCE SOLUTIONS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2003

(Unaudited)

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of net revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowances for doubtful accounts, goodwill and intangible asset valuations, deferred income tax asset valuation allowances, and other contingencies. The estimates and assumptions are based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

Net Income (Loss) Per Share

Basic net income (loss) per share is based upon the weighted average number of common shares outstanding for each period presented. Diluted net income (loss) per share is based upon the weighted average number of common shares and common equivalent shares outstanding for each period presented. Common equivalent shares include stock options and warrants assuming conversion under the treasury stock method. Common equivalent shares are excluded from diluted income (loss) per share if their effect is anti-dilutive. There are 390,000 options and 350,000 warrants outstanding at June 30, 2003 that were excluded from the computation because their effect is anti-dilutive. The computations of basic and diluted net income (loss) per share for the three and nine month periods ended June 30, 2003 and 2002 is as follows:

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CAM COMMERCE SOLUTIONS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2003

(Unaudited)

Net Income (Loss) Per Share (continued)

Stock Option Plans

The Company follows the disclosure-only provisions of Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”, and, accordingly, accounts for its stock-based compensation plans using the intrinsic value method under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. The following table illustrates the effect on net income (loss) and income (loss) per share had compensation expense for the employee stock-based plans been recorded based on the fair value method under SFAS No. 123:

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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, 2003 as Compared to Three Months Ended June 30, 2002

Nine Months Ended June 30, 2003 as Compared to Nine Months Ended June 30, 2002

CAUTIONARY STATEMENT

You should read the following discussion and analysis with our Unaudited Condensed Financial Statements and related Notes thereto contained elsewhere in this Report. The Company urges you to carefully review and consider the various disclosures made in this report and in our other reports filed with the Securities and Exchange Commission.

The section entitled “Risk Factors” set forth below, and similar discussions in the Company’s other SEC filings, discuss some of the important risk factors that may affect the business, results of operations and financial condition. You should carefully consider those risks, in addition to the other information in this Report and in our other filings with the SEC, before deciding to purchase, hold or sell our common stock.

RESULTS OF OPERATIONS

Net revenues for the three months ended June 30, 2003 decreased 4% to $5.2 million, consisting of an 8% decrease in system revenues and a 6% increase in service revenues, compared to the three months ended June 30, 2002. The decrease in system revenues was due to a decrease in both new system sales and system upgrade sales. Net revenue for the nine months ended June 30, 2003 remained flat at $15 million, consisting of a 3% decrease in system revenues and a 6% increase in service revenues, compared to the same period in 2002. The decrease in system revenues compared to the nine months ended June 30, 2002 was due to a decline in both new system sales and system upgrade sales. Poor economic conditions continue to have an effect on retailers willingness to invest in capital equipment. The increase in service revenues in the three and nine months ended June 30, 2003 was related to an increase in X-Charge credit card processing revenue.

Gross margin for the three and nine months ended June 30, 2003 was 58% and 57%, respectively, compared to 54% for the three months and 51% for the nine months ended June 30, 2002. Gross margin on system revenues increased to 53% for the three months ended June 30, 2003 compared to 52% for the three months ended June 30, 2002, and increased to 51% for the nine months ended June 30, 2003 compared to 49% for the nine months ended June 30, 2002. The increase in margin on system sales for the three months ended June 30, 2003 was a result of higher margin on equipment sales and lower discounts given on sales, compared to the three months ended June 30, 2002. The increase in margin on system sales for the nine months ended June 30, 2003 was a result of less price discounting and lower installation labor costs compared to the nine months ended June 30, 2002. Gross margin for service revenue was 68% for the three and nine months ended June 30, 2003, compared to 60% and 57%, respectively, for the corresponding periods in 2002. The increase in gross margin for service revenue was related to the X-Charge recurring credit card processing revenue, which yielded higher margins due to lower costs required to produce this revenue, and a decrease in payroll expense for the support department.

Selling, general and administrative expenses expressed as a percentage of net revenues was 48% and 52% for the three and nine months ended June 30, 2003, respectively, compared to 48% and 50%, for the three and nine months ended June 30, 2002. Selling, general and administrative expenses decreased 4% for the three months and increased 3% for the nine months ended June 30, 2003, compared to the three and nine months ended June 30, 2002. The decrease in selling, general and administrative expenses for the

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CAM COMMERCE SOLUTIONS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

three months ended June 30, 2003 resulted from the decrease in advertising expense. The increase in selling, general and administrative expenses for the nine months ended June 30, 2003 was related to the increases in commission expense and payroll expense.

Research and development expenses expressed as a percentage of revenues was 9% for the three and nine months ended June 30, 2003, compared to 7% and 8% for the same periods in 2002. The increase was due to lower capitalization of costs to develop new marketable software and to enhance existing systems software in 2003. The Company continues to invest in the enhancements of new features for the existing software products of Retail Star and CAM32.

Income taxes, provision for income taxes for the three and nine months ended June 30, 2003 was $5,000, related to minimum tax payment, compared to a tax benefit of $375,000 recorded in the nine months ended June 30, 2002, related to a tax law revision on the treatment of net loss carrybacks. There was no provision for income taxes recorded in the three month ended June 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s cash and cash equivalents plus marketable securities totaled $11.1 million on June 30, 2003, compared to $10.6 million on September 30, 2002. The Company generated $660,000 from operations, expended $355,000 for fixed assets and capitalized software development, and received $155,000 from the proceeds of stock options exercised during the nine months ended June 30, 2003, compared to $933,000 generated from operations, $902,000 expended for fixed assets and capitalized software development, $156,000 expended for a business acquisition and $1.5 million expended for purchase of marketable securities, and received $156,000 from the proceeds of stock options exercised and $720,000 from the sale of Access retail management consulting business during the nine months ended June 30, 2002.

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 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of net revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowances for doubtful accounts, goodwill and intangible asset valuations, deferred income tax asset valuation allowances, and other contingencies. The estimates and assumptions are based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

We believe the following critical accounting policies require the Company to make significant judgments and estimates in the preparation of the financial statements:

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CAM COMMERCE SOLUTIONS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Revenue, Receivables and Inventory

The Company derives revenue from the sale of computer hardware, computer software, post contract customer support, and installation services. System revenue from hardware and software sales is recognized at the time of shipment. Service revenue related to post contract customer support is recognized on a monthly basis over the period of the service contract. Revenue from installation services is recognized in the period installation services are performed. An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of customers to make required payments. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances could be required. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs could be required.

Goodwill and Purchased Intangible Assets

The purchase method of accounting for acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. Goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests. The amounts and useful lives assigned to intangible assets impact future amortization. If the assumption and estimates used to allocate the purchase price are not correct, purchase price adjustments or future asset impairment charges could be required.

Impairment of Goodwill and Other Intangible Assets

The value of our intangible assets could be impacted by future adverse changes such as (i) any future declines in our operating results, (ii) any failure to meet our future performance projections (iii) an increase in severity of the recent economic slowdown. The Company evaluates these assets used in operations on an annual basis or more frequently if indicators of impairment exist. An annual impairment review will be performed during the fourth quarter of each year or more frequently if indicators of impairment exist. In the process of the annual impairment review, the Company will use the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies to determine the fair value of our assets. Significant management judgment is required in the forecast of future operating results that are used in the discounted cash flow method of valuation. The estimates used are consistent with the plans and estimates that the Company uses to manage the business. It is reasonably possible, however, that certain of our products will not gain or maintain market acceptance, which could result in estimates of anticipated future net revenue differing materially from those used to assess the recoverability of these assets. In that event, revenue and costs forecasts would not be achieved, and the Company could incur additional impairment charges.

FORWARD LOOKING STATEMENTS

All statements included or incorporated by reference in this Report, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements concerning projected revenue, expenses, gross profit, gross margin and income, our accounting estimates, assumptions and judgments, the impact of our adoption of new rules on accounting for goodwill and other intangible assets, the effectiveness of our expense and cost control and reduction efforts, the market acceptance and performance of our products, implications of our lengthy sales cycle, the competitive nature in our markets, and our future capital requirements. These forward-looking statements are based on our current

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CAM COMMERCE SOLUTIONS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

expectation, estimates and projections about our industry, management’s beliefs, and certain assumptions made by us. Forward–looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “potential,” “continue,” “feels,” “outlook,” “forecast,” similar expressions, and variations or negatives of these words. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements speak only as of the date of this Report and are based upon the information available to the Company at this time. Such information is subject to change. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially and adversely from those expressed in any forward–looking statements as a result of various factors, some of which are set forth in “Risk Factors,” below. The Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.

RISK FACTORS

Before deciding to buy, hold or sell the Company’s common stock, you should carefully consider the risks described below, in addition to the other information contained in this Report and in the Company’s other filings with the SEC, including the Company’s reports on Forms 10-K, 10-Q and 8-K. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known or that are currently deemed immaterial may also affect the business. If any of these known or unknown risks or uncertainties actually occur with material adverse effects on CAM Commerce Solutions, its business, financial condition and results of operations could be seriously harmed. In that event, the market price for the Company’s common stock could decline and you may lose all or part of your investment.

•

The Company faces intense competition in the retail point of sale industry, which could reduce our market share.

In 2002, Intuit and Microsoft entered the point of sale market with competing products. These products were either acquired or licensed from existing competitors in the Company’s marketplace. The Company has successfully competed against these products in the past. The Company believes its software products with their rich feature set will allow them to compete successfully against the Intuit and Microsoft products, but there is no assurance of this based on the significant financial resources available to Intuit and Microsoft and their strong ability to market and modify their products.

•

The Company’s future success of X-Charge depends significantly on a strategic relationship with one credit card processor. If we cannot maintain this relationship, our operating results will be adversely affected.

X-Charge is a payment processing software that is integrated with the Company’s point of sale software. X-Charge generates revenues for the Company based on sales transaction payment processing services provided to our customers. X-Charge is currently dedicated to work with only one payment processor. The Company intends to continue this strategic relationship in the future, but cannot assure such continuance. If this strategic relationship were discontinued, the Company would be required to find another strategic relationship with an alternate payment processor. This would require the Company to develop payment processing software similar to X-Charge to interface with another payment processor. Delays in development of this software could result in a decrease in revenues related to payment processing services.

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CAM COMMERCE SOLUTIONS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

If that happens, the Company’s financial condition and results of operations could be materially and adversely affected.

•

The Company is exposed to the continuing United States economic slowdown and related uncertainties that may adversely impact revenues and profitability.

Slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions in the retail and related industries have resulted in a continuing downturn in the economic conditions of the United States. As a result of these unfavorable economic conditions, the Company has experienced a slowdown in customer orders. If such economic conditions continue or worsen, this slowdown in orders will likely continue.

•

The Company’s stock is thinly traded. Accordingly, you may not be able to resell your shares of common stock at or above the price you paid for them.

The Company’s common stock has historically maintained a low trading volume of shares per day. This trend is likely to continue.

•

The Company’s operating results have fluctuated significantly from quarter to quarter in the past and are likely to continue to do so due to a number of factors which are not within the Company’s control, including the intense competitive pressure on our target customers.

The Company operates in the retail industry. Our target customers are small-to-medium size retailers. These target customers are under intense competitive pressure from large retail chains such as Wal-Mart and others. These large retailers are gaining market share at the expense of our target customers and each other. This intense competition causes some small retailers to go out of business, and others to consolidate with other small regional retail chains. This results in a shrinking population of our target customers. This also causes our target customers to be more cautious about capital spending for their retail business. These factors can cause substantial fluctuations in our revenues and in our results of operations. This current trend in the retail industry may exist indefinitely and could seriously impact our revenue and harm our business, financial condition and results of operations. Our quarterly results may vary significantly as a result of the general conditions in the retail industry. Other factors which may affect quarterly results include:

	–		the availability and pricing of competing products and the resulting effects on sales;
	–		the effectiveness of expense and cost control efforts;
	–		the ability to develop and deliver software products to market in a timely manner;
	–		the rate at which present and future customers adopt the Company’s new products and services in our target markets;
	–		the effects of new and emerging technologies;
	–		the ability to retain and hire key executives, management, technical personnel and other employees that are needed to implement business and product plans;
	–		the ability to compete against much larger competitors with significantly larger financial resources than the Company; and
	–		the level of orders received that can be shipped in a fiscal quarter.

Due to all of the foregoing factors, and the other risks discussed in this Report, you should not rely on quarter to quarter comparisons of the Company’s operating results as an indication of future performance.

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CAM COMMERCE SOLUTIONS, INC.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.

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CAM COMMERCE SOLUTIONS, INC.

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

On April 10, 2003, the Company held its annual meeting of shareholders. The percentage of shares voted totaled 91% of the total outstanding shares. The following items were voted upon at the annual meeting with the results of the voting:

1.     The election of five persons to serve on the Company’s Board of Directors. The term shall be until the next meeting of shareholders in 2004.

2.     The ratification of the appointment of Ernst & Young LLP as the independent auditors of the Company.

Item 5     Other Information. None

Item 6     Exhibits and Reports on Form 8-K

(A)  Exhibits:

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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.

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EXHIBIT INDEX

Exhibits: