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 December 31, 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)
Delaware | 95-3866450 | |
(State or other jurisdiction | (IRS Employer | |
of incorporation or organization) | Identification No.) | |
17075 Newhope Street | 92708 | |
Fountain Valley, California | ||
(Address of principal | (Zip code) | |
Executive offices) |
(714) 241-9241
(Registrants 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 January 20, 2004 there were 3,380,720 shares of common stock outstanding.
1
CAM COMMERCE SOLUTIONS, INC.
INDEX
Page Number | ||||||||||||
PART I Financial Information |
||||||||||||
Item 1 |
Financial Statements: | |||||||||||
a | ) | Unaudited Condensed Balance Sheets at December 31, 2003 and September 30, 2003 | 3 | |||||||||
b | ) | Unaudited Condensed Statements of Operations for the three months ended December 31, 2003 and 2002 | 4 | |||||||||
c | ) | Unaudited Condensed Statements of Cash Flows for the three months ended December 31, 2003 and 2002 | 5 | |||||||||
d | ) | Notes to Unaudited Condensed Financial Statements | 6-9 | |||||||||
Item 2 |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 10-15 | ||||||||||
Item 3 |
Quantitative and Qualitative Disclosures About Market Risk | 16 | ||||||||||
Item 4 |
Controls and Procedures | 16 | ||||||||||
PART II Other Information |
||||||||||||
Item 1 |
Legal Proceedings. None | 17 | ||||||||||
Item 2 |
Changes in Securities and Use of Proceeds. None | 17 | ||||||||||
Item 3 |
Defaults Upon Senior Securities. None | 17 | ||||||||||
Item 4 |
Submission of Matters to a Vote of Security Holders. None | 17 | ||||||||||
Item 5 |
Other Information. None | 17 | ||||||||||
Item 6 |
Exhibits and Reports on Form 8-K | 17 | ||||||||||
Signature Page |
18 |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAM COMMERCE SOLUTIONS, INC.
UNAUDITED CONDENSED BALANCE SHEETS
(In thousands)
DECEMBER 31, 2003 | SEPTEMBER 30, 2003 | ||||||||||
ASSETS |
|||||||||||
Current assets: |
|||||||||||
Cash and cash equivalents |
$ | 11,809 | $ | 10,889 | |||||||
Marketable available-for-sale securities |
1,529 | 1,541 | |||||||||
Accounts receivable, net |
1,381 | 1,214 | |||||||||
Inventories |
207 | 272 | |||||||||
Other current assets |
141 | 102 | |||||||||
Total current assets |
15,067 | 14,018 | |||||||||
Property and equipment, net |
653 | 710 | |||||||||
Intangible assets, net |
863 | 908 | |||||||||
Other assets |
282 | 305 | |||||||||
Total assets |
$ | 16,865 | $ | 15,941 | |||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||||||
Current liabilities: |
|||||||||||
Accounts payable |
$ | 551 | $ | 518 | |||||||
Accrued compensation and related expenses |
783 | 687 | |||||||||
Deferred service revenue and customer deposits |
1,636 | 1,455 | |||||||||
Other accrued liabilities |
224 | 263 | |||||||||
Total current liabilities |
3,194 | 2,923 | |||||||||
Stockholders equity: |
|||||||||||
Common stock |
3 | 3 | |||||||||
Paid-in capital in excess of par value |
14,555 | 14,271 | |||||||||
Accumulated other comprehensive income |
17 | 23 | |||||||||
Accumulated deficit |
(904 | ) | (1,279 | ) | |||||||
Total stockholders equity |
13,671 | 13,018 | |||||||||
Total liabilities and stockholders equity |
$ | 16,865 | $ | 15,941 | |||||||
See accompanying notes.
3
CAM COMMERCE SOLUTIONS, INC.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
THREE MONTHS ENDED | ||||||||||
DECEMBER 31, 2003 | DECEMBER 31, 2002 | |||||||||
REVENUES |
||||||||||
Net hardware, software and installation revenues |
$ | 3,237 | $ | 3,220 | ||||||
Net service revenues |
2,063 | 1,660 | ||||||||
Total net revenues |
5,300 | 4,880 | ||||||||
COSTS AND EXPENSES |
||||||||||
Cost of hardware, software and installation
revenues |
1,653 | 1,589 | ||||||||
Cost of service revenues |
534 | 521 | ||||||||
Total cost of revenues |
2,187 | 2,110 | ||||||||
Selling, general and administrative expenses |
2,421 | 2,602 | ||||||||
Research and development expenses |
369 | 426 | ||||||||
Interest income |
(81 | ) | (74 | ) | ||||||
Total costs and expenses |
4,896 | 5,064 | ||||||||
Income (loss) before provision for income taxes |
404 | (184 | ) | |||||||
Provision for income taxes |
29 | | ||||||||
Net income (loss) |
$ | 375 | $ | (184 | ) | |||||
Basic net income (loss) per share |
$ | 0.11 | $ | (0.06 | ) | |||||
Diluted net income (loss) per share |
$ | 0.10 | $ | (0.06 | ) | |||||
Shares used in computing basic net income (loss)
per share |
3,284 | 3,109 | ||||||||
Shares used in computing diluted net income (loss)
per share |
3,615 | 3,109 |
See accompanying notes.
4
CAM COMMERCE SOLUTIONS, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
THREE MONTHS ENDED | ||||||||||
DECEMBER 31, 2003 | DECEMBER 31, 2002 | |||||||||
Operating activities: |
||||||||||
Net income (loss) |
$ | 375 | $ | (184 | ) | |||||
Adjustments to reconcile net income (loss) to net
cash provided by operations: |
||||||||||
Depreciation and amortization |
221 | 273 | ||||||||
Provision for doubtful accounts |
| 50 | ||||||||
Changes in operating assets and liabilities: |
||||||||||
Accounts receivable |
(167 | ) | 183 | |||||||
Inventories |
65 | 26 | ||||||||
Other assets |
(16 | ) | (60 | ) | ||||||
Accounts payable |
33 | 5 | ||||||||
Accrued compensation and related expenses |
96 | 59 | ||||||||
Deferred service revenue and customer deposits |
181 | 181 | ||||||||
Other accrued liabilities |
(39 | ) | (63 | ) | ||||||
Cash provided by operating activities |
749 | 470 | ||||||||
Investing activities: |
||||||||||
Purchase of property and equipment |
(37 | ) | (77 | ) | ||||||
Capitalized software development costs |
(82 | ) | (72 | ) | ||||||
Change in marketable securities |
6 | | ||||||||
Cash used in investing activities |
(113 | ) | (149 | ) | ||||||
Financing activities: |
||||||||||
Proceeds from exercise of stock options |
284 | | ||||||||
Cash provided by financing activities |
284 | | ||||||||
Net increase in cash and cash equivalents |
920 | 321 | ||||||||
Cash and cash equivalents at beginning of period |
10,889 | 9,093 | ||||||||
Cash and cash equivalents at end of period |
$ | 11,809 | $ | 9,414 | ||||||
See accompanying notes.
5
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2003
(In thousands, except per share data)
ORGANIZATION AND BUSINESS
CAM Commerce Solutions Inc., (the Company), was incorporated in California in 1983, and reincorporated in Delaware in 1987. The Companys principal business is to provide total commerce solutions for small-to-medium size, traditional and Web retailers. These solutions are based on the Companys open architecture software products for managing inventory, point of sale, sales transaction processing, accounting, and payment processing. 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 Companys 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 months ended December 31, 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 Companys Annual Report on Form 10-K for the year ended September 30, 2003.
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 Companys marketable securities at December 31, 2003 and September 30, 2003 consist of debt instruments that bear interest at various rates and mature in fiscal year 2004. The gross unrealized gains on securities available-for-sale at December 31, 2003 and September 30, 2003 were $17 and $23, respectively. There were no realized gains (losses) for the three months ended December 31, 2003 and 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 customers financial condition, and collateral is generally not required. Credit losses have traditionally been minimal and such losses have been within managements 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 Companys products.
6
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2003
(In thousands, except per share data)
Comprehensive Income (Loss)
The following table presents the calculation of comprehensive income (loss):
THREE MONTHS ENDED | ||||||||
DECEMBER 31, 2003 | DECEMBER 31, 2002 | |||||||
Net income (loss) |
$ | 375 | $ | (184 | ) | |||
Unrealized gain (loss) on
marketable securities
available for sale, net of tax |
(6 | ) | 7 | |||||
Comprehensive income (loss) |
$ | 369 | $ | (177 | ) | |||
Revenue Recognition Policy
The Companys revenue recognition policy is significant because revenue is a key component of results of operations. In addition, revenue recognition determines the timing of certain expenses such as commissions. Specific guidelines are followed to measure revenue, although certain judgments affect the application of our revenue policy. The Company recognizes revenue in accordance with Statement of Position 97-2 (SOP 97-2), Software Revenue Recognition, as amended and interpreted by Statement of Position 98-9, Modification of SOP 97-2, Software Revenue Recognition with respect to certain transactions, and Staff Accounting Bulletin No. 101 (SAB 101) Revenue Recognition in Financial Statements. SAB 101 provides further interpretive guidance for public companies on the recognition, presentation, and disclosure of revenue in financial statements.
The Company derives revenue from the sale of computer hardware, licensing of computer software, post contract support (PCS), installation and training services, and payment processing services. System revenue from hardware sales and software licensing is recognized when a system purchase agreement has been signed, the hardware and software has been shipped, there are no uncertainties surrounding product acceptance, the pricing is fixed and determinable, and collection is considered probable. If a sales transaction contains an undelivered element, the vendor-specific objective evidence (VSOE) of fair value of the undelivered element is deferred and the revenue recognized once the element is delivered. The undelivered elements are primarily installation and training services. Revenue related to these services are deferred and recognized when the services have been provided. VSOE of fair value for installation and training services are based upon standard rates charged since those services are always sold separately. Installation and training services are separately priced, are generally available from other suppliers and not essential to the functionality of the software products. Payments for our hardware and software are typically due with an initial deposit payment upon signing the system purchase agreement, with the balance due upon delivery, although established relationship customers in good credit standing receive thirty day payment terms. VSOE of fair value for PCS is the price the customer is required to pay since it is sold separately. PCS services are billed on a monthly basis and recorded as revenue in the applicable month, or on an annual basis with the revenue being deferred and recognized ratably over the support period. Payment processing revenue is recognized in the period the service is performed and is paid to the Company on a monthly basis. If an arrangement includes multiple elements, the fees are allocated to the various elements based upon VSOE of fair value, as described above.
Recently Issued Accounting Announcements
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
7
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2003
(In thousands, except per share data)
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 December 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.
Intangible Assets
The Company capitalizes costs incurred to develop new marketable software and enhance the Companys 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.
License agreements, capitalized software costs, and goodwill are amortized on the straight-line method over estimated useful lives ranging from three to five years. Amortization of capitalized software costs commence when the products are available for general release to customers.
Reclassifications
Certain reclassifications have been made to the fiscal 2003 financial statements to conform to the fiscal 2004 presentation.
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.
Shipping and Handling
Shipping and handling fees and costs are included in the statement of operations under the line items titled Net hardware, software and installation revenues and Cost of hardware, software and installation revenues.
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 were 6 options and 350 warrants outstanding at December 31, 2003 and 1,069 options and 350 warrants outstanding at December 31, 2002 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 month periods ended December 31, 2003 and 2002 is as follows:
8
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2003
(In thousands, except per share data)
THREE MONTHS ENDED | |||||||||
DECEMBER 31, 2003 | DECEMBER 31,2002 | ||||||||
Numerator: |
|||||||||
Net income (loss) for basic and diluted net
income (loss) per share |
$ | 375 | $ | (184 | ) | ||||
Denominator: |
|||||||||
Weighted-average shares outstanding |
3,284 | 3,109 | |||||||
Denominator for basic net income (loss) per share: |
|||||||||
Weighted-average shares |
3,284 | 3,109 | |||||||
Effect of dilutive securities: |
|||||||||
Stock options |
331 | | |||||||
Denominator for diluted net income (loss) per
share: |
|||||||||
Weighted average shares and assumed conversions |
3,615 | 3,109 | |||||||
Basic net income (loss) per share |
$ | 0.11 | $ | (0.06 | ) | ||||
Diluted net income (loss) per share |
$ | 0.10 | $ | (0.06 | ) | ||||
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:
THREE MONTHS ENDED | ||||||||
DECEMBER 31, 2003 | DECEMBER 31, 2002 | |||||||
Net income (loss), as reported |
$ | 375 | $ | (184 | ) | |||
Deduct: total stock-based
employee compensation
expense determined under fair
value based method, net of
related tax effects |
(60 | ) | (61 | ) | ||||
Net income (loss), as adjusted |
$ | 315 | $ | (245 | ) | |||
Basic income (loss) per share: |
||||||||
As reported |
$ | 0.11 | $ | (0.06 | ) | |||
As adjusted |
$ | 0.10 | $ | (0.08 | ) | |||
Diluted income (loss) per share: |
||||||||
As reported |
$ | 0.10 | $ | (0.06 | ) | |||
As adjusted |
$ | 0.09 | $ | (0.08 | ) |
9
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three Months Ended December 31, 2003 as Compared to Three Months Ended December 31, 2002
(All figures in thousands)
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 Companys 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
The following table summarizes the fluctuation analysis of results of operations for the three months ended December 31, 2003 versus the three months ended December 31, 2002.
Three months ended December 31, | Variance | ||||||||||||||||
2003 | 2002 | Amount | % | ||||||||||||||
Net hardware, software and installation
revenues |
$ | 3,237 | $ | 3,220 | $ | 17 | 1 | % | |||||||||
Net service revenues |
2,063 | 1,660 | 403 | 24 | % | ||||||||||||
Total net revenues |
5,300 | 4,880 | 420 | 9 | % | ||||||||||||
Cost
of hardware, software, and installation revenues |
1,653 | 1,589 | 64 | 4 | % | ||||||||||||
Cost of service revenues |
534 | 521 | 13 | 2 | % | ||||||||||||
Total cost of revenues |
2,187 | 2,110 | 77 | 4 | % | ||||||||||||
Selling, general and administrative expenses |
2,421 | 2,602 | (181 | ) | (7 | %) | |||||||||||
Research and development expenses |
369 | 426 | (57 | ) | (13 | %) | |||||||||||
Interest income |
(81 | ) | (74 | ) | 7 | 9 | % | ||||||||||
Total costs and expenses |
4,896 | 5,064 | (168 | ) | (3 | %) | |||||||||||
Income (loss) before provision for income taxes |
404 | (184 | ) | 588 | 320 | % | |||||||||||
Provision for income taxes |
29 | | 29 | ||||||||||||||
Net income (loss) |
$ | 375 | $ | (184 | ) | 559 | 304 | % | |||||||||
Gross profit on hardware, software and
installation revenues |
$ | 1,584 | $ | 1,631 | (47 | ) | (3 | %) | |||||||||
Gross profit on service revenues |
1,529 | 1,139 | 390 | 34 | % | ||||||||||||
Total gross profit |
$ | 3,113 | $ | 2,770 | 343 | 12 | % | ||||||||||
Gross margin on hardware, software and
installation revenues |
49 | % | 51 | % | |||||||||||||
Gross margin on service revenues |
74 | % | 69 | % | |||||||||||||
Gross margin on total net revenues |
59 | % | 57 | % |
10
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All figures in thousands)
Net revenues for the three months ended December 31, 2003 increased 9% to $5,300, consisting of a 1% increase in system revenues and a 24% increase in service revenues, compared to the three months ended December 31, 2002. The slight increase in system revenues was due to an increase in new system sales. The increase in service revenues in the three months ended December 31, 2003 was attributed to the increase in X-Charge credit card processing revenue, which more than doubled over the prior year.
Gross margin for the three months ended December 31, 2003 was 59%, compared to 57% for the three months ended December 31, 2002. Gross margin on system revenues decreased to 49% for the three months ended December 31, 2003 compared to 51% for the three months ended December 31, 2002. The decrease in margin on system revenues for the three months ended December 31, 2003 was a result of higher discounts given on sales and lower margin on equipment sales, compared to the three months ended December 31, 2002. Gross margin for service revenue was 74% for the three months ended December 31, 2003, compared to 69% for the same period in 2002. The increase in gross margin for service revenue was related to the increase in X-Charge recurring credit card processing revenue, which yielded higher margins due to a lower cost structure.
Selling, general and administrative expenses expressed as a percentage of net revenues was 46% for the three months ended December 31, 2003, compared to 53% for the three months ended December 31, 2002. Selling, general and administrative expenses decreased 7% for the three months ended December 31, 2003, compared to the three months ended December 31, 2002. The decrease in selling, general and administrative expenses for the three months ended December 31, 2003 resulted primarily from the decrease in payroll expense, legal costs, and lower provision for doubtful accounts.
Research and development expenses expressed as a percentage of revenues was 7% for the three months ended December 31, 2003, compared to 9% for the same period in 2002. Research and development expenses decreased by 13% for the three months ended December 31, 2003, as compared to the three months ended December 31, 2002. The decrease was due to lower payroll expense related to a decrease in headcount and higher 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 months ended December 31, 2003 was $29, related to estimated tax expense for various states. There was no provision for income taxes recorded in the three months ended December 31, 2002 due to the loss.
On September 11, 2002, the Governor of California signed into law new tax legislation that suspends the use of net operating loss carryforwards into tax years beginning on or after January 1, 2002 and 2003. Should the Company have taxable income for the year ending September 30, 2004, it may not rely on California net operating losses generated in prior years to offset taxable income. This suspension will not apply to tax years beginning in 2004 and beyond.
LIQUIDITY AND CAPITAL RESOURCES
The Companys cash and cash equivalents plus marketable securities totaled $13,338 on December 31, 2003 compared to $12,430 on September 30, 2003. Increase in cash balance at December 31, 2003 resulted from cash provided from operating activities and proceeds received from the exercise of stock options. The Company generated $749 from operations, expended $113 for fixed assets and capitalized software development, and received $284 from the proceeds of stock options exercised during the three months ended December 31, 2003, compared to $470 generated from operations, $149 used for fixed assets and capitalized software development for the three months ended December 31, 2002. There were no proceeds received from the exercise of stock options for the three months ended December 31, 2002.
11
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All figures in thousands)
The Company has strong liquidity in its total current assets. At December 31, 2003 cash and cash equivalents plus marketable securities made up 89% of the Companys total current assets. The Companys current ratio at December 31, 2003 was 4.7. Management believes the Companys existing working capital, coupled with funds generated from the Companys operations will be sufficient to fund its presently anticipated working capital requirements for the foreseeable future.
Inflation has had no significant impact on the Companys operations.
Contracts and Commitments
The following table shows payment obligations for long-term debt, capital leases, operating leases and purchase obligations for the next five years and beyond.
PAYMENTS DUE BY PERIOD | ||||||||||||||||
TOTAL | 1-3 YEARS* | 4-5 YEARS** | MORE THAN 5 YEARS | |||||||||||||
Long-term debt |
$ | | $ | | $ | | $ | | ||||||||
Capital lease obligations |
| | | | ||||||||||||
Operating leases |
1,924 | 1,617 | 307 | | ||||||||||||
Purchase obligations |
160 | 160 | | |
*Includes payments due from January 1, 2004 to fiscal year ending September 30, 2006.
**Includes payments due from October 1, 2006 to May 31, 2007.
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:
Revenue Recognition
The Company derives revenue from the sale of computer hardware, licensing of computer software, post contract customer support, installation and training services, and payment processing services. System revenue from hardware sales and software licensing is recognized when a system purchase agreement has been signed, the hardware and software has been shipped, there are no uncertainties surrounding product acceptance, the pricing is fixed and determinable, and collection is considered probable. If a sales transaction contains an undelivered element, the vendor-specific objective evidence (VSOE) of fair value of
12
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All figures in thousands)
the undelivered element is deferred and the revenue recognized once the element is delivered. The undelivered elements are primarily installation and training services. Revenue related to these services are deferred and recognized when the services have been provided. VSOE of fair value for installation and training services are based upon standard rates charged since those services are always sold separately. Installation and training services are separately priced, are generally available from other suppliers and not essential to the functionality of the software products. Payments for our hardware and software are typically due with an initial deposit payment upon signing the system purchase agreement, with the balance due upon delivery, although established relationship customers in good credit standing receive thirty day payment terms. VSOE of fair value for PCS is the price the customer is required to pay since it is sold separately. PCS services are billed on a monthly basis and recorded as revenue in the applicable month, or on an annual basis with the revenue being deferred and recognized ratably over the support period. Payment processing revenue is recognized in the period the service is performed and is paid to the Company on a monthly basis. If an arrangement includes multiple elements, the fees are allocated to the various elements based upon VSOE of fair value, as described above.
Receivables and Inventory
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 Companys 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.
Capitalized Software
The Company capitalizes costs incurred to develop new marketable software and enhance the Companys 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.
Impairment of 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, and (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.
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CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All figures in thousands)
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 expectation, estimates and projections about our industry, managements beliefs, and certain assumptions made by us. Forwardlooking 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 forwardlooking 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 our common stock, you should carefully consider the risks described below, in addition to the other information contained in this Report and in our other filings with the Securities and Exchange Commission, including our reports on Forms 10-K and 8-K. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known or that are currently deemed immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occur, they could have a material adverse effect on our business, financial condition and results of operations. In that event, the market price for our common stock could decline and you may lose all or part of your investment.
| We face intense competition in the retail point of sale industry, which could reduce our market share |
Intuit and Microsoft both offer competing point of sale software products. These products were either acquired or licensed from our competitors. Although we have successfully competed against these products in the past, both Intuit and Microsoft have significant financial resources to market and modify their products, and, therefore, we may not be able to continue to successfully compete against them in the future.
| Our 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. |
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CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All figures in thousands)
Our common stock has historically maintained a low trading volume of shares per day. This trend is likely to continue.
| Our 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 our control, including the intense competitive pressure on our target customers. |
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.
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 Companys 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 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 Companys operating results as an indication of future performance.
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CAM COMMERCE SOLUTIONS, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk refers to the risk that a change in the level of one or more market factors such as interest rates, foreign currency exchange rates, or equity prices will result in losses for a certain financial instrument or group of instruments. The Company is principally exposed to interest rate and credit risks. It is not exposed to foreign currency exchange rate risk. The Company does not use derivative instruments.
Interest Rate Risk
The Company maintains a portfolio of cash equivalents with original maturities of three months or less. Its investment securities portfolio consists solely of debt instruments all with current maturities in fiscal year 2004. Both portfolios are for investment, not trading purposes. Fluctuations in interest rates will have an impact on the market value of these investments. This risk is managed by investing in short term instruments of high quality credit issuers and limiting the amount of investment in any one issuer. The Company has no current or long term debt or outstanding lines of credit.
Credit Risk
The Company is currently exposed to credit risk on credit extended to customers which are mostly small-to-medium-size retailers. It actively monitors this risk through a variety of control procedures involving senior management. Historically, credit losses have been small and within the Companys expectations.
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 Companys 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 Commissions rules and forms.
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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. None | |
Item 5 | Other Information. None | |
Item 6 | Exhibits and Reports on Form 8-K | |
(A) Exhibits: | ||
Exhibit 31(a) | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
Exhibit 31(b) | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
Exhibit 32 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act |
(B) Reports on Form 8-K:
Press Release filed on November 12, 2003 (furnished pursuant to Item 12 of Form 8-K)
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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: February 12, 2004 | By | /S/ Geoffrey D. Knapp | ||
Geoffrey D. Knapp | ||||
Chief Executive Officer | ||||
Date: February 12, 2004 | By | /S/ Paul Caceres Jr. | ||
Paul Caceres Jr. | ||||
Chief Financial and | ||||
Accounting Officer |
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EXHIBIT INDEX
Exhibit 31(a) | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
Exhibit 31(b) | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
Exhibit 32 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act |