UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
|
|
|
þ
|
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the quarterly period ended March 31, 2008
OR
|
|
|
o
|
|
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
(State or other jurisdiction
of incorporation or organization)
|
|
95-3866450
(IRS Employer
Identification No.)
|
|
|
|
17075 Newhope Street
Fountain Valley, California
(Address of principal Executive offices)
|
|
92708
(Zip code)
|
(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
þ
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
|
Non-accelerated filer
þ
|
|
Smaller reporting company
o
|
|
|
(Do not check if a smaller reporting company)
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes
o
No
þ
As of April 22, 2008, there were 4,136,000 shares of common stock outstanding.
CAM COMMERCE SOLUTIONS, INC.
INDEX
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CAM COMMERCE SOLUTIONS, INC.
CONDENSED BALANCE SHEETS
(In thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
MARCH 31,
|
|
|
SEPTEMBER 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(Unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
21,460
|
|
|
$
|
22,047
|
|
Marketable available-for-sale securities
|
|
|
5,794
|
|
|
|
6,388
|
|
Accounts receivable, net
|
|
|
2,793
|
|
|
|
2,688
|
|
Inventories
|
|
|
347
|
|
|
|
295
|
|
Prepaid income taxes
|
|
|
1,885
|
|
|
|
|
|
Deferred income taxes
|
|
|
76
|
|
|
|
625
|
|
Other current assets
|
|
|
139
|
|
|
|
182
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
32,494
|
|
|
|
32,225
|
|
Property and equipment, net
|
|
|
770
|
|
|
|
748
|
|
Intangible assets, net
|
|
|
485
|
|
|
|
544
|
|
Other assets
|
|
|
66
|
|
|
|
72
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
33,815
|
|
|
$
|
33,589
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
525
|
|
|
$
|
713
|
|
Accrued compensation and related expenses
|
|
|
1,588
|
|
|
|
1,877
|
|
Deferred service revenue and customer deposits
|
|
|
1,537
|
|
|
|
1,622
|
|
Cash dividends payable
|
|
|
1,283
|
|
|
|
986
|
|
Other accrued liabilities
|
|
|
110
|
|
|
|
372
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
5,043
|
|
|
|
5,570
|
|
Liability for uncertain tax positions
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
5,101
|
|
|
|
5,570
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; 12,000,000
shares authorized, 4,134,000 shares issued and
outstanding at March 31, 2008 and
4,105,000 at September 30, 2007
|
|
|
4
|
|
|
|
4
|
|
Capital in excess of par value
|
|
|
24,284
|
|
|
|
23,702
|
|
Accumulated other comprehensive loss
|
|
|
(17
|
)
|
|
|
(2
|
)
|
Retained earnings
|
|
|
4,443
|
|
|
|
4,315
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
28,714
|
|
|
|
28,019
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
33,815
|
|
|
$
|
33,589
|
|
|
|
|
|
|
|
|
See accompanying notes.
3
CAM COMMERCE SOLUTIONS, INC.
UNAUDITED CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED
|
|
|
|
MARCH 31, 2008
|
|
|
MARCH 31, 2007
|
|
REVENUES
|
|
|
|
|
|
|
|
|
Net payment processing revenues
|
|
$
|
5,423
|
|
|
$
|
3,342
|
|
Net hardware, software and installation revenues
|
|
|
2,144
|
|
|
|
2,576
|
|
Net service revenues
|
|
|
1,478
|
|
|
|
1,429
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
|
9,045
|
|
|
|
7,347
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
Cost of payment processing revenues
|
|
|
232
|
|
|
|
181
|
|
Cost of hardware, software and installation revenues
(1)
|
|
|
1,221
|
|
|
|
1,234
|
|
Cost of service revenues
(1)
|
|
|
665
|
|
|
|
639
|
|
|
|
|
|
|
|
|
Total cost of revenues
|
|
|
2,118
|
|
|
|
2,054
|
|
Selling, general and administrative expenses
(1) (2)
|
|
|
4,928
|
|
|
|
3,840
|
|
Research and development expenses
(1)
|
|
|
481
|
|
|
|
397
|
|
Interest income
|
|
|
(294
|
)
|
|
|
(310
|
)
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
7,233
|
|
|
|
5,981
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
1,812
|
|
|
|
1,366
|
|
Provision for income taxes
|
|
|
446
|
|
|
|
512
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,366
|
|
|
$
|
854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
0.33
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share
|
|
$
|
0.32
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing basic net income per share
|
|
|
4,124
|
|
|
|
4,022
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing diluted net income per share
|
|
|
4,297
|
|
|
|
4,220
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share
|
|
$
|
0.31
|
|
|
$
|
0.18
|
|
|
|
|
(1)
|
|
Includes share-based employee compensation expense as follows:
|
|
|
|
|
|
|
|
|
|
Cost of hardware, software and installation revenues
|
|
$
|
3
|
|
|
$
|
3
|
|
Cost of service revenues
|
|
|
5
|
|
|
|
5
|
|
Selling, general and administrative expenses
|
|
|
14
|
|
|
|
21
|
|
Research and development expenses
|
|
|
4
|
|
|
|
7
|
|
|
|
|
(2)
|
|
Includes $78 and $42 for the three months ended March 31, 2008 and 2007
respectively, for building rent to a related party, Geoff Knapp, officer and director of CAM
Commerce.
|
See accompanying notes.
4
CAM COMMERCE SOLUTIONS, INC.
UNAUDITED CONDENSED STATEMENTS OF INCOME
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
SIX MONTHS ENDED
|
|
|
|
MARCH 31, 2008
|
|
|
MARCH 31, 2007
|
|
REVENUES
|
|
|
|
|
|
|
|
|
Net payment processing revenues
|
|
$
|
11,208
|
|
|
$
|
6,807
|
|
Net hardware, software and installation revenues
|
|
|
4,725
|
|
|
|
4,861
|
|
Net service revenues
|
|
|
2,957
|
|
|
|
2,851
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
|
18,890
|
|
|
|
14,519
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
Cost of payment processing revenues
|
|
|
471
|
|
|
|
311
|
|
Cost of hardware, software and installation revenues
(1)
|
|
|
2,552
|
|
|
|
2,418
|
|
Cost of service revenues
(1)
|
|
|
1,336
|
|
|
|
1,276
|
|
|
|
|
|
|
|
|
Total cost of revenues
|
|
|
4,359
|
|
|
|
4,005
|
|
Selling, general and administrative expenses
(1) (2)
|
|
|
9,695
|
|
|
|
7,503
|
|
Research and development expenses
(1)
|
|
|
945
|
|
|
|
780
|
|
Interest income
|
|
|
(655
|
)
|
|
|
(615
|
)
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
14,344
|
|
|
|
11,673
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
4,546
|
|
|
|
2,846
|
|
Provision for income taxes
|
|
|
1,486
|
|
|
|
1,024
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,060
|
|
|
$
|
1,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
0.74
|
|
|
$
|
0.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share
|
|
$
|
0.71
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing basic net income per share
|
|
|
4,117
|
|
|
|
4,001
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing diluted net income per share
|
|
|
4,293
|
|
|
|
4,206
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share
|
|
$
|
0.61
|
|
|
$
|
0.34
|
|
|
|
|
(1)
|
|
Includes share-based employee compensation expense as follows:
|
|
|
|
|
|
|
|
|
|
Cost of hardware, software and installation revenues
|
|
$
|
6
|
|
|
$
|
6
|
|
Cost of service revenues
|
|
|
9
|
|
|
|
10
|
|
Selling, general and administrative expenses
|
|
|
32
|
|
|
|
44
|
|
Research and development expenses
|
|
|
8
|
|
|
|
14
|
|
|
|
|
(2)
|
|
Includes $156 and $84 for the six months ended March 31, 2008 and 2007 respectively,
for building rent to a related party, Geoff Knapp, officer and director of CAM Commerce.
|
See accompanying notes.
5
CAM COMMERCE SOLUTIONS, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
SIX MONTHS ENDED
|
|
|
|
MARCH 31, 2008
|
|
|
MARCH 31, 2007
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,060
|
|
|
$
|
1,822
|
|
Adjustments to reconcile net income to net
cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
319
|
|
|
|
325
|
|
Provision for doubtful accounts
|
|
|
(8
|
)
|
|
|
9
|
|
Change in deferred income taxes
|
|
|
1,498
|
|
|
|
1,024
|
|
Share-based compensation
|
|
|
55
|
|
|
|
74
|
|
Excess tax benefits from share-based payment
arrangements
|
|
|
(397
|
)
|
|
|
(496
|
)
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(97
|
)
|
|
|
(271
|
)
|
Inventories
|
|
|
(52
|
)
|
|
|
83
|
|
Other assets
|
|
|
50
|
|
|
|
(172
|
)
|
Accounts payable
|
|
|
(188
|
)
|
|
|
69
|
|
Accrued compensation and related expenses
|
|
|
(289
|
)
|
|
|
(5
|
)
|
Deferred service revenue and customer deposits
|
|
|
(85
|
)
|
|
|
237
|
|
Income taxes
|
|
|
(3,034
|
)
|
|
|
(376
|
)
|
Other accrued liabilities
|
|
|
(1
|
)
|
|
|
(25
|
)
|
|
|
|
|
|
|
|
Cash provided by operating activities
|
|
|
831
|
|
|
|
2,298
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(187
|
)
|
|
|
(108
|
)
|
Capitalized software development costs
|
|
|
(95
|
)
|
|
|
(159
|
)
|
Purchase of marketable securities
|
|
|
(3,407
|
)
|
|
|
(1,744
|
)
|
Proceeds from maturity of marketable securities
|
|
|
3,965
|
|
|
|
2,035
|
|
|
|
|
|
|
|
|
Cash provided by investing activities
|
|
|
276
|
|
|
|
24
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
130
|
|
|
|
390
|
|
Excess tax benefits from share-based payment
arrangements
|
|
|
397
|
|
|
|
496
|
|
Dividends paid on common stock
|
|
|
(2,221
|
)
|
|
|
(1,237
|
)
|
|
|
|
|
|
|
|
Cash used in financing activities
|
|
|
(1,694
|
)
|
|
|
(351
|
)
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(587
|
)
|
|
|
1,971
|
|
Cash and cash equivalents at beginning of period
|
|
|
22,047
|
|
|
|
15,196
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
21,460
|
|
|
$
|
17,167
|
|
|
|
|
|
|
|
|
See accompanying notes.
6
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2008
(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 Company designs, develops, markets, installs and services
highly integrated retailing and payment processing solutions for small-to-medium size traditional
and eCommerce businesses based on its open architecture software. These integrated solutions
include credit and debit card processing, inventory management, point of sale, accounting, Internet
sales, gift card and customer loyalty programs, and extensive management reporting. Payment
processing services are provided on a transaction based business model.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Presentation of Condensed Financial Statements
The accompanying financial statements of the Company as of and for the three and six months ended
March 31, 2008 and 2007 are unaudited. They have been prepared pursuant to the rules and
regulations of the United States Securities and Exchange Commission (SEC). Accordingly, they do
not include all of the information and footnotes required by generally accepted accounting
principles (GAAP) for complete financial statements. 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, 2007.
Cash Equivalents
Cash equivalents represent highly liquid investments with original maturities of three months or
less.
Marketable Securities
All marketable 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 available-for-sale securities
at March 31, 2008 and September 30, 2007 consisted of debt instruments and certificates of deposit
that bear interest at various rates and mature in two years or less. The gross unrealized losses
on marketable available-for-sale securities at March 31, 2008 and September 30, 2007 were $27 and
$4 respectively. There were no realized gains (losses) for the three and six months ended March
31, 2008 and 2007. Amortized cost of the Companys marketable available-for-sale securities at
March 31, 2008 and September 30, 2007 were $5,750 and $6,313, respectively.
Accounts Receivable and Allowance For Doubtful Accounts
The Company has accounts receivable from customers who were given extended payment terms for goods
and services rendered. Extended payment terms are generally provided only to established customers
in good credit standing, and generally represent net 30 day terms. Payment for goods and services
are typically due with an initial deposit payment upon signing the purchase agreement, with the
balance due upon the delivery.
Management evaluates accounts receivables that are 30 days past due the payment terms on a regular
basis to charge off any accounts deemed uncollectible at the time. An allowance for doubtful
accounts is maintained for estimated losses resulting from the inability of customers to make
required payments.
7
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2008
(In thousands, except per share data)
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.
Comprehensive Income
The following tables present the calculations of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED
|
|
|
|
MARCH 31, 2008
|
|
|
MARCH 31, 2007
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,366
|
|
|
$
|
854
|
|
Unrealized gain (losses) on marketable
available-for- sale securities, net of
tax
|
|
|
(14
|
)
|
|
|
6
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
1,352
|
|
|
$
|
860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIX MONTHS ENDED
|
|
|
|
MARCH 31, 2008
|
|
|
MARCH 31, 2007
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,060
|
|
|
$
|
1,822
|
|
Unrealized gain (losses) on marketable
available-for- sale securities, net of
tax
|
|
|
(15
|
)
|
|
|
12
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
3,045
|
|
|
$
|
1,834
|
|
|
|
|
|
|
|
|
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. 104, Revenue
Recognition (SAB 104). SAB 104 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), web hosting service, installation and training services, and payment
processing services. The Company recognizes payment processing revenues in the period the service
is performed and reports revenue on a net basis. Revenues are primarily based on actual cash
received in the following month of the period the service was performed.
8
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2008
(In thousands, except per share data)
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 as a separate option and priced independently. Installation
and training services are separately priced, are generally available from other suppliers and are
not essential to the functionality of the software products. Payments for the Companys 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 customers in good credit
standing receive thirty day payment terms.
VSOE of fair value for PCS and web hosting service is the price the customer is required to pay
since they are sold as separate options and priced independently. PCS and web hosting 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 service period.
Segments
The Company separately discloses its principal operations in accordance with Statement of Financial
Accounting Standards (SFAS) No. 131, Disclosure about Segments of an Enterprise and Related
Information. The Company classifies its business operations into three segments: 1) Payment
processing; 2) Hardware, software and installation; and 3) Service. Net revenues and the related
cost of revenues by segment are as disclosed on the accompanying Unaudited Condensed Statements of
Income. The Company does not allocate selling, general and administrative or research and
development expenses, including depreciation and amortization, to segments nor are there any
segment reconciling items between the amounts reported on the Unaudited Condensed Statements of
Income and income before taxes. In addition, the Company does not separately account for segment
assets or liabilities.
Recently Issued Accounting Announcements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (SFAS 157), which
defines fair value, establishes a framework for measuring fair value and expands disclosures about
assets and liabilities measured at fair value. The Company will be required to adopt SFAS 157 in
the first quarter of fiscal 2009. Management is currently evaluating the requirements of SFAS 157
and has not yet determined the impact on the financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities Including an Amendment of FASB Statement No. 115 (SFAS 159). SFAS 159
permits entities to choose to measure many financial instruments and certain other items at fair
value. Unrealized gains and losses on items for which the fair value option has been elected will
be recognized in earnings at each subsequent reporting date. SFAS 159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. Management is currently
evaluating the requirements of SFAS 159 and has not yet determined the impact on the financial
statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task
Force), the American Institute of Certified Public Accountants and the SEC did not or are not
believed by management to have a material impact on the Companys present or future financial
statements.
9
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2008
(In thousands, except per share data)
Intangible Assets
The Company capitalizes costs incurred to develop new marketable software and enhance its 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.
Capitalized software costs are amortized on the straight-line method over estimated useful lives
ranging from three to five years. Amortization of capitalized software costs commences when the
products are available for general release to customers.
Unamortized capitalized software costs at March 31, 2008 and at September 30, 2007 were $485 and
$544, respectively.
Amortization of capitalized software costs, charged to cost of hardware, software and installation,
for the three months ended March 31, 2008 and 2007 were $76 and $74, respectively, and for the six
months ended March 31, 2008 and 2007 were $154 and $142, respectively.
Use of Estimates
The preparation of financial statements in accordance with United States GAAP 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 revenue
recognition, receivables and inventory, capitalized software, allowances for doubtful accounts,
intangible asset valuations, liability for uncertain tax positions, accounting for share-based
compensation, 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 the Companys estimates and the actual results, the Companys future results of
operations will be affected.
Advertising
The Company expenses the costs of advertising as incurred. Advertising expenses for the three
months ended March 31, 2008 and 2007 were $117 and $148, respectively, and for the six months ended
March 31, 2008 and 2007 were $216 and $298, respectively.
Shipping and Handling
Shipping and handling fees and costs are included in the Unaudited Condensed Statements of Income
under the line items titled Net hardware, software and installation revenues and Cost of
hardware, software and installation revenues.
Net Income Per Share
Basic net income per share is based upon the weighted average number of common shares outstanding
for each period presented. Diluted net income 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 assuming conversion under the treasury stock method. Common
equivalent shares are excluded from diluted net income per share if their effect is anti-dilutive.
There were no anti-dilutive options excluded from the diluted net income per share computation for
the three and six months ended March 31, 2008 and 2007.
10
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2008
(In thousands, except per share data)
The computations of basic and diluted net income per share for the three and six months ended March
31, 2008 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
THREE MONTHS ENDED
|
|
|
|
MARCH 31, 2008
|
|
|
MARCH 31, 2007
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for basic and diluted net income per share
|
|
$
|
1,366
|
|
|
$
|
854
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
4,124
|
|
|
|
4,022
|
|
|
|
|
|
|
|
|
Denominator for basic net income per share:
|
|
|
|
|
|
|
|
|
Weighted-average shares
|
|
|
4,124
|
|
|
|
4,022
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
173
|
|
|
|
198
|
|
|
|
|
|
|
|
|
Denominator for diluted net income per share:
|
|
|
|
|
|
|
|
|
Weighted average shares and assumed conversions
|
|
|
4,297
|
|
|
|
4,220
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
0.33
|
|
|
$
|
0.21
|
|
|
|
|
|
|
|
|
Diluted net income per share
|
|
$
|
0.32
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIX MONTHS ENDED
|
|
|
|
MARCH 31, 2008
|
|
|
MARCH 31, 2007
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income for basic and diluted net income per share
|
|
$
|
3,060
|
|
|
$
|
1,822
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
4,117
|
|
|
|
4,001
|
|
|
|
|
|
|
|
|
Denominator for basic net income per share:
|
|
|
|
|
|
|
|
|
Weighted-average shares
|
|
|
4,117
|
|
|
|
4,001
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
176
|
|
|
|
205
|
|
|
|
|
|
|
|
|
Denominator for diluted net income per share:
|
|
|
|
|
|
|
|
|
Weighted average shares and assumed conversions
|
|
|
4,293
|
|
|
|
4,206
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
0.74
|
|
|
$
|
0.46
|
|
|
|
|
|
|
|
|
Diluted net income per share
|
|
$
|
0.71
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
Dividends Declared
The Company has a cash dividend policy, which pays stockholders a variable dividend quarterly based
on the prior quarters results. During the six months ended March 31, 2008, the Board of Directors
declared the following dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Declaration Date
|
|
Per Share Dividend
|
|
Record Date
|
|
Total Amount
|
|
Payment Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 19, 2007
|
|
$
|
0.30
|
|
|
January 7, 2008
|
|
$
|
1,235
|
|
|
January 17, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 13, 2008
|
|
$
|
0.31
|
|
|
April 4, 2008
|
|
$
|
1,283
|
|
|
April 14, 2008
|
Share-Based Compensation
In 1993, the stockholders of the Company approved the Companys 1993 Stock Option Plan (the 1993
Plan) under which nonstatutory options may be granted to key employees and individuals who provide
services to the Company, at an exercise price not less than the fair market value of the stock at
the date of grant, and expire ten years from the date of grant. The options are exercisable based
on vesting periods as determined by the Board of Directors. The 1993 Plan allowed for the issuance
of an aggregate of 1,200
11
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2008
(In thousands, except per share data)
shares of the Companys common stock. The 1993 Plan had a term of ten
years. There have been 1,200 options granted under the 1993 Plan as of March 31, 2008. As of
March 31, 2008, the Company had 100 shares reserved for issuance related to the options that remain
outstanding under the 1993 Plan.
In April 2000, the Companys Board of Directors approved the Companys 2000 Stock Option Plan (the
2000 Plan) under which nonstatutory options may be granted to key employees and individuals who
provide services to the Company, at an exercise price not less than the fair market value of the
stock at the date of grant, and expire ten years from the date of grant. The options are
exercisable based on vesting periods as determined by the Board of Directors. The plan allows for
the issuance of an aggregate of 750 shares of the Companys common stock. The term of the plan is
unlimited in duration. There have been 538 options granted under the plan as of March 31, 2008.
As of March 31, 2008, the Company had 442 shares reserved for issuance related to the options that
remain outstanding under the 2000 Plan.
Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payment
(
SFAS
123R) requires share-based payments, including grants of employee stock options, to be recognized
in the Statement of Income as an expense, based on their grant date fair values with such fair
values amortized over the estimated service period. The Company elected to utilize the modified
prospective method for the transition to SFAS 123R upon adoption in fiscal 2006. Under the
modified prospective method, compensation expense will be recognized for all share-based
compensation awards granted prior
to, but not yet vested as of the adoption of SFAS 123R, based on grant-date fair values estimated
in accordance with the original provision of SFAS 123. The Company uses a 0% forfeiture rate for
calculating its compensation expense.
At March 31, 2008, there were $22 of total unrecognized compensation cost related to unvested stock
options. This cost is expected to be fully recognized in fiscal 2009.
For options exercised during the three and six months ended March 31, 2008, newly issued shares
were issued.
A summary of the stock option plans at March 31, 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
|
|
|
|
|
|
|
|
|
WEIGHTED
|
|
AVERAGE
|
|
|
|
|
NUMBER
|
|
AVERAGE
|
|
REMAINING
|
|
AGGREGATE
|
|
|
OF
|
|
EXERCISE
|
|
CONTRACTUAL
|
|
INTRINSIC
|
|
|
OPTIONS
|
|
PRICE
|
|
TERM (IN YEARS)
|
|
VALUE
|
|
|
|
Options outstanding
at March 31, 2008
|
|
|
330
|
|
|
$
|
7.35
|
|
|
|
4.1
|
|
|
$
|
9,846
|
|
Options expected to
vest at March 31,
2008
|
|
|
329
|
|
|
$
|
7.33
|
|
|
|
4.1
|
|
|
$
|
9,810
|
|
Options exercisable
at March 31, 2008
|
|
|
326
|
|
|
$
|
7.28
|
|
|
|
4.1
|
|
|
$
|
9,737
|
|
Income Taxes
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, (FIN 48), an interpretation of FASB Statement No. 109, Accounting for Income Taxes,
(FASB 109). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprises financial statements in accordance with FASB 109. This Interpretation prescribes a
recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim periods,
disclosure, and
12
CAM COMMERCE SOLUTIONS, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2008
(In thousands, except per share data)
transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.
The cumulative effect, if any, of applying FIN 48 is to be reported as an adjustment to the opening
balance of retained earnings in the year of adoption.
As of October 1, 2007, the Company has provided $414 of unrecognized tax benefits related to
Research and Development tax credit carryforwards. The cumulative effect of applying this
interpretation has been recorded as a decrease of $414 to opening retained earnings with an
offsetting increase to accrued FIN 48 liability. This entire amount would reduce the Companys
effective income tax rate if the asset is recognized in future reporting periods.
During the quarter, the Internal Revenue Service settled its audit of the Companys federal income
tax returns for the fiscal years ended September 30, 2004 and 2005. On March 14, 2008, the Company
reached an audit settlement agreement with the IRS. This settlement resulted in the reversal of
$244 of unrecognized tax benefits associated with Research and Development tax credits claimed by
the Company, which reduced the Companys effective tax rate for the three and six months ended
March 31, 2008. Additionally, the Company reclassified approximately $112 of the FIN 48 liability
to current income taxes payable related to the amount of Research and Development credits
disallowed by the IRS. The Companys remaining FIN 48 tax liability as of March 31, 2008, related
to the fiscal years ended September 30, 2006 and 2007, is $58. The Company has not identified any
new unrecognized tax benefits.
The Company will recognize any future accrued interest and penalties related to unrecognized tax
benefits in income tax expense.
The Company is subject to U.S. federal income tax and its federal income tax returns are open to
audit under the statute of limitations for the fiscal years ended September 30, 2006 and September
30, 2007. The fiscal years ended September 30, 2004 and 2005 were effectively settled by the IRS
audit settlement noted above.
The Company is subject to income tax in California and various other state taxing jurisdictions.
The Companys state income tax returns are open to audit under the statute of limitations for the
fiscal years ended September 30, 2003 through September 30, 2006.
The Company does not anticipate a significant change to the total amount of unrecognized tax
benefits within the next 12 months.
13
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
(All dollar amounts 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. We urge 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 (SEC).
The section entitled Forward Looking Statements set forth below, the section entitled Risk
Factors in our report on Form 10-K for the fiscal year ended September 30, 2007, and similar
discussions in our other SEC filings, discuss some of the important risk factors that may affect
our business, results of operations and financial condition. You should carefully consider those
risks, in addition to the other information in this report, our 10-K report, and in our other
filings with the SEC, before deciding to purchase, hold or sell our common stock.
OVERVIEW
We design, develop, market, install and service highly integrated retailing and payment processing
solutions for small-to-medium size traditional and eCommerce businesses based on our open
architecture software. These integrated solutions include credit and debit card processing,
inventory management, point of sale, accounting, Internet sales, gift card and customer loyalty
programs, and extensive management reporting. Payment processing services are provided on a
transaction based business model.
We provide integrated retailing and payment processing solutions to small-to-medium retailers both
on direct basis and through a growing network of resellers. We offer a payment processing software
program, called X-Charge, which can be integrated with our point-of-sale systems and our resellers
systems. This allows our customers to process a sale and credit card payment in one transaction
using just the point-of-sale system, eliminating the need to separately process the credit card on
a stand-alone credit card terminal. X-Charge is integrated with our five turn-key retailing
systems, consisting of: (i) CAM32, which is designed for hard goods retailers whose inventory is
re-orderable in nature; (ii) Profit$, which is designed for apparel and shoe retailers whose
inventory is seasonal in nature, and color and size oriented; (iii) Retail STAR, which is designed
to incorporate multiple functions of both the CAM32 and Profit$ systems; (iv) Retail ICE, which is
a single-user derivative of Retail STAR; and (v) Microbiz, which is designed for single-store, hard
goods retailers that are generally smaller in size than customers that utilize the CAM32 system.
Our systems offer the ability to obtain: (i) automated pricing of each item; (ii) billing for
charge account customers; (iii) printing of a customer invoice; (iv) tracking of inventory count on
an item by item basis; (v) computation of gross profit, dollars and/or percentage of each item; and
(vi) tracking of sales by clerk and department by day and/or month. In addition, our systems
provide full management reporting including zero sales reports, inventory ranking, overstock and
understock, sales analysis, inventory valuation (last cost, average cost and retail) and other
reports. The systems can also provide integrated or interfaced accounting functions including
accounts receivable, accounts payable, and general ledger.
OFF BALANCE SHEET ARRANGEMENTS
There were no off balance sheet arrangements as of March 31, 2008 and we do not currently have any
such arrangements.
14
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All dollar amounts in thousands)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in accordance with United States generally accepted
accounting principles requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of our financial statements and reported amounts of
net revenue and expenses during the reporting period. We regularly evaluate estimates and
assumptions related to revenue recognition, receivables and inventory, capitalized software,
allowances for doubtful accounts, intangible asset valuations, accounting for share-based
compensation related to SFAS 123R, liability for uncertain tax positions, and other contingencies.
The estimates and assumptions are based on historical experience and on various other factors that
we believe are 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 us to make significant judgments and
estimates in the preparation of our financial statements:
Revenue Recognition
We derive revenue from the sale of computer hardware, licensing of computer software, post-contract
customer support, web hosting service, installation and training services, and payment processing
services. We recognize payment processing revenues in the period the service is performed and
report revenue on a net basis. Revenues are primarily based on actual cash received in the
following month of the period the service was performed.
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 is 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 as a separate option and priced independently.
Installation and training services are separately priced, are generally available from other
suppliers and are 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 post-contract support (PCS) and web hosting service is the price the
customer is required to pay since they are sold as separate options and priced independently. PCS
and web hosting 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
service period.
Receivables
We have accounts receivable from customers who were given extended payment terms for goods and
services rendered. Extended payment terms are generally provided only to established customers in
good credit standing, and generally represent net 30 day terms. Payment for goods and services are
typically due with an initial deposit payment upon signing the purchase agreement, with the balance
due upon delivery.
15
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All dollar amounts in thousands)
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 our customers was to
deteriorate,
resulting in an impairment of their ability to make payments, additional allowances could be
required. Actual losses have traditionally been minimal and within our expectations.
Capitalized Software
We capitalize costs incurred to develop new marketable software and enhance our existing systems
software. Costs incurred in creating the software are expensed when incurred as research and
development expense until technological feasibility has been established through the development of
a detailed program design. Once technological feasibility has been established, software
development costs are capitalized and reported at the lower of amortized cost or net realizable
value.
The value of our capitalized software costs could be impacted by future adverse changes such as (i)
any future declines in our operating results, and (ii) any failure to meet our future performance
projections. An annual impairment review will be performed if indicators of impairment exist. In
the process of an annual impairment review, we use the income approach methodology of valuation
that includes both the undiscounted and discounted cash flow methods as well as other generally
accepted valuation methodologies to determine the fair value of our capitalized software costs.
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 we use to manage our 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 the capitalized software costs. In that event, revenue and cost forecasts would
not be achieved, and we could incur additional impairment charges.
Deferred Taxes
We utilize the liability method of accounting for income taxes as set forth in SFAS No. 109,
Accounting for Income Taxes. We do not carry a valuation allowance for our deferred tax assets.
Our deferred tax assets included R&D credits. In assessing the need for a valuation allowance, we
consider all positive and negative evidence, including projected future taxable income, and recent
financial performance.
Liability for Uncertain Tax Positions FIN 48
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, (FIN 48), an interpretation of FASB Statement No. 109, Accounting for Income Taxes,
(FASB 109). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprises financial statements in accordance with FASB 109. This Interpretation prescribes a
recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.
The cumulative effect of applying FIN 48 is to be reported as an adjustment to the opening balance
of retained earnings in the year of adoption. As a result of the implementation of FIN 48, we
recorded a decrease of $414 to opening retained earnings with an offsetting increase to accrued FIN
48 liability. This entire amount would reduce our effective income tax rate if the asset is
recognized in future reporting periods.
During the quarter, the Internal Revenue Service settled its audit of our federal income tax
returns for the fiscal years ended September 30, 2004 and 2005. On March 14, 2008, we reached an
audit settlement agreement with the IRS. This settlement resulted in the reversal of $244 of
unrecognized tax benefits associated with Research and Development tax credits, which reduced our
effective tax rate for the three and six months ended March 31, 2008. Additionally, we
reclassified approximately $112 of the FIN 48
16
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All dollar amounts in thousands)
liability to current income taxes payable related to the amount of Research and Development credits disallowed by the IRS. Our remaining FIN 48 tax
liability as of March 31, 2008, related to the fiscal years ended September 30, 2006 and 2007, is
$58. We have not identified any new unrecognized tax benefits,
and do not anticipate a significant change to the total amount of unrecognized tax benefits within
the next 12 months.
RESULTS OF OPERATIONS
The following tables summarize the results of our operations for the three and six months ended
March 31, 2008 compared to the three and six months ended March 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
|
|
Variance
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
%
|
|
|
|
|
Net payment processing revenues
|
|
$
|
5,423
|
|
|
$
|
3,342
|
|
|
$
|
2,081
|
|
|
|
62
|
%
|
Net hardware, software and installation revenues
|
|
|
2,144
|
|
|
|
2,576
|
|
|
|
(432
|
)
|
|
|
(17
|
%)
|
Net service revenues
|
|
|
1,478
|
|
|
|
1,429
|
|
|
|
49
|
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
|
9,045
|
|
|
|
7,347
|
|
|
|
1,698
|
|
|
|
23
|
%
|
Cost of payment processing revenues
|
|
|
232
|
|
|
|
181
|
|
|
|
51
|
|
|
|
28
|
%
|
Cost of hardware, software and installation
revenues
|
|
|
1,221
|
|
|
|
1,234
|
|
|
|
(13
|
)
|
|
|
(1
|
%)
|
Cost of service revenues
|
|
|
665
|
|
|
|
639
|
|
|
|
26
|
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues
|
|
|
2,118
|
|
|
|
2,054
|
|
|
|
64
|
|
|
|
3
|
%
|
Selling, general and administrative expenses
|
|
|
4,928
|
|
|
|
3,840
|
|
|
|
1,088
|
|
|
|
28
|
%
|
Research and development expenses
|
|
|
481
|
|
|
|
397
|
|
|
|
84
|
|
|
|
21
|
%
|
Interest income
|
|
|
(294
|
)
|
|
|
(310
|
)
|
|
|
(16
|
)
|
|
|
(5
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
7,233
|
|
|
|
5,981
|
|
|
|
1,252
|
|
|
|
21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
1,812
|
|
|
|
1,366
|
|
|
|
446
|
|
|
|
33
|
%
|
Provision for income taxes
|
|
|
446
|
|
|
|
512
|
|
|
|
(66
|
)
|
|
|
(13
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,366
|
|
|
$
|
854
|
|
|
$
|
512
|
|
|
|
60
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit on net payment processing revenues
|
|
$
|
5,191
|
|
|
$
|
3,161
|
|
|
$
|
2,030
|
|
|
|
64
|
%
|
Gross profit on net hardware, software and
installation revenues
|
|
|
923
|
|
|
|
1,342
|
|
|
|
(419
|
)
|
|
|
(31
|
%)
|
Gross profit on net service revenues
|
|
|
813
|
|
|
|
790
|
|
|
|
23
|
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit
|
|
$
|
6,927
|
|
|
$
|
5,293
|
|
|
$
|
1,634
|
|
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin on net payment processing revenues
|
|
|
96
|
%
|
|
|
95
|
%
|
|
|
|
|
|
|
|
|
Gross margin on net hardware, software and
installation revenues
|
|
|
43
|
%
|
|
|
52
|
%
|
|
|
|
|
|
|
|
|
Gross margin on net service revenues
|
|
|
55
|
%
|
|
|
55
|
%
|
|
|
|
|
|
|
|
|
Gross margin on total net revenues
|
|
|
77
|
%
|
|
|
72
|
%
|
|
|
|
|
|
|
|
|
17
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended March 31,
|
|
|
Variance
|
|
|
|
2008
|
|
|
2007
|
|
|
Amount
|
|
|
%
|
|
|
|
|
Net payment processing revenues
|
|
$
|
11,208
|
|
|
$
|
6,807
|
|
|
$
|
4,401
|
|
|
|
65
|
%
|
Net hardware, software and installation revenues
|
|
|
4,725
|
|
|
|
4,861
|
|
|
|
(136
|
)
|
|
|
(3
|
%)
|
Net service revenues
|
|
|
2,957
|
|
|
|
2,851
|
|
|
|
106
|
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues
|
|
|
18,890
|
|
|
|
14,519
|
|
|
|
4,371
|
|
|
|
30
|
%
|
Cost of payment processing revenues
|
|
|
471
|
|
|
|
311
|
|
|
|
160
|
|
|
|
51
|
%
|
Cost of hardware, software and installation
revenues
|
|
|
2,552
|
|
|
|
2,418
|
|
|
|
134
|
|
|
|
6
|
%
|
Cost of service revenues
|
|
|
1,336
|
|
|
|
1,276
|
|
|
|
60
|
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenues
|
|
|
4,359
|
|
|
|
4,005
|
|
|
|
354
|
|
|
|
9
|
%
|
Selling, general and administrative expenses
|
|
|
9,695
|
|
|
|
7,503
|
|
|
|
2,192
|
|
|
|
29
|
%
|
Research and development expenses
|
|
|
945
|
|
|
|
780
|
|
|
|
165
|
|
|
|
21
|
%
|
Interest income
|
|
|
(655
|
)
|
|
|
(615
|
)
|
|
|
40
|
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
14,344
|
|
|
|
11,673
|
|
|
|
2,671
|
|
|
|
23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes
|
|
|
4,546
|
|
|
|
2,846
|
|
|
|
1,700
|
|
|
|
60
|
%
|
Provision for income taxes
|
|
|
1,486
|
|
|
|
1,024
|
|
|
|
462
|
|
|
|
45
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
3,060
|
|
|
$
|
1,822
|
|
|
$
|
1,238
|
|
|
|
68
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit on net payment processing revenues
|
|
$
|
10,737
|
|
|
$
|
6,496
|
|
|
$
|
4,241
|
|
|
|
65
|
%
|
Gross profit on net hardware, software and
installation revenues
|
|
|
2,173
|
|
|
|
2,443
|
|
|
|
(270
|
)
|
|
|
(11
|
%)
|
Gross profit on net service revenues
|
|
|
1,621
|
|
|
|
1,575
|
|
|
|
46
|
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross profit
|
|
$
|
14,531
|
|
|
$
|
10,514
|
|
|
$
|
4,017
|
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin on net payment processing revenues
|
|
|
96
|
%
|
|
|
95
|
%
|
|
|
|
|
|
|
|
|
Gross margin on net hardware, software and
installation revenues
|
|
|
46
|
%
|
|
|
50
|
%
|
|
|
|
|
|
|
|
|
Gross margin on net service revenues
|
|
|
55
|
%
|
|
|
55
|
%
|
|
|
|
|
|
|
|
|
Gross margin on total net revenues
|
|
|
77
|
%
|
|
|
72
|
%
|
|
|
|
|
|
|
|
|
Significant Trends
We continued our trend of improving earning results, primarily as a result of our high margin,
recurring X-Charge payment processing revenues. X-Charge payment processing revenues for the three
and six months ended March 31, 2008 increased 62% and 65%, respectively, from the corresponding
periods of the preceding fiscal year.
Net income for the three and six months ended March 31, 2008 increased 60% and 68%, respectively,
compared to the corresponding periods of the preceding fiscal year.
System revenues for the three and six months ended March 31, 2008 decreased 17% and 3%,
respectively, compared to the three and six months ended March 31, 2007. This was primarily due to
a decrease in software sales.
18
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All dollar amounts in thousands)
Service revenues for the three and six months ended March 31, 2008 increased 3% and 4%,
respectively, from the corresponding periods of the prior fiscal year, primarily due to an increase
in i.STAR web hosting service revenue.
Revenues
Our revenues consist of X-Charge payment processing revenues, system revenues (consisting of
computer hardware, licensing of computer software, and installation and training), and
post-contract customer
support service revenues. Total revenues for the three and six months ended March 31, 2008
increased $1,698, or 23%, and $4,371, or 30%, respectively, compared to the three and six months
ended March 31, 2007.
Payment processing revenues for the three months ended March 31, 2008 increased 62% to $5,423, from
$3,342 for the corresponding period of the preceding fiscal year. Payment processing revenues for
the six months ended March 31, 2008 increased 65% to $11,208, from $6,807 for the six months ended
March 31, 2007. The increase in payment processing revenues was primarily due to an increase in
the number of new payment processing accounts.
System revenues for the three months ended March 31, 2008 decreased 17% to $2,144, from $2,576 for
the corresponding period of last fiscal year. System revenues for the six months ended March 31,
2008 decreased 3% to $4,725, from $4,861 for the same period of last fiscal year. This was
primarily due to a decrease in software sales.
Service revenues for the three months ended March 31, 2008 increased 3% to $1,478, from $1,429 for
the three months ended March 31, 2007. Service revenues for the six months ended March 31, 2008
increased 4% to $2,957, from $2,851 for the corresponding period of last fiscal year. The increase
in service revenues was primarily due to an increase in i.STAR web hosting service revenue.
Gross Margin
Gross margin on total net revenues for the three and six months ended March 31, 2008 were both 77%,
compared to 72% for both the three and six months ended March 31. 2007. The increase in gross
margin was primarily due to an increase in high margin, recurring X-Charge payment processing
revenues.
Gross margin on payment processing revenues for the three and six months ended March 31, 2008 both
increased slightly to 96%, from 95% for both the three and six months ended March 31, 2007. Gross
margin on system revenues for the three months ended March 31, 2008 decreased to 43%, from 52% for
the corresponding quarter ended March 31, 2007. Gross margin on system revenues for the six months
ended March 31, 2008 decreased to 46%, from 50% for the corresponding period of last fiscal year.
The decrease in gross margin on system revenues was a result of a decrease in software sales, which
generate higher gross profit margins than hardware sales. Gross margin on service revenues for the
three and six months ended March 31, 2008 both remained consistent at 55%, compared to the three
and six months ended March 31, 2007.
Selling, General and Administrative Expenses
Salaries, sales commissions, marketing expenses, and rent expenses represent the largest components
of selling, general and administrative expenses. Selling, general and administrative expenses for
the three months ended March 31, 2008 increased $1,088 to $4,928, or 54% of net revenues, from
$3,840, or 52% of net revenues, for the three months ended March 31, 2007. Selling, general and
administrative expenses for the six months ended March 31, 2008 increased $2,192 to $9,695, or 51%
of net revenues, from $7,503, or 52% of net revenues, for the same period of last fiscal year. The
increase in selling, general and administrative expenses for the three and six months ended March
31, 2008 was primarily due to the
19
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All dollar amounts in thousands)
increase in commissions expense related to higher payment processing revenues, higher payroll costs related to an increase in administrative and sales
personnel required for X-Charge revenue growth, and higher trade show expenses.
Research and Development Expenses
Research and development expenses expressed as a percentage of net revenues was flat at 5% for both
the three and six months ended March 31, 2008, compared the corresponding periods ended March 31,
2007. Research and development expenses for the three and six months ended March 31, 2008 were
$481 and $945, respectively, compared to $397 and $780 for the three and six months ended March 31,
2007, respectively. The increase was primarily due to an increase in salaries expense as a result of a
decrease in capitalized software costs and hiring of Vice President of Software Development. We
continue 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 six months ended March 31, 2008 were $446 and $1,486,
respectively, compared to $512 and $1,024 for the three and six months ended March 31, 2007,
respectively. The provision for income tax taxes for the three and six month periods ended March
31, 2008 included a $244 tax benefit due to the reversal of an uncertain tax position liability.
The reversal was the result of a favorable audit settlement with the Internal Revenue Service
concerning R&D credits. The effective tax rate for the three and six months ended March 31, 2008
were 25% and 33%, respectively, compared to 37% and 36% for the three and six months ended March
31, 2007, respectively. The decrease in effective tax rate was a result of the $244 tax benefit
due to the reversal of an uncertain tax position liability.
Net Income
Net income for the three months ended March 31, 2008 increased 60% to $1,366, from $854 for the
three months ended March 31, 2007. Net income for the six months ended March 31, 2008 increased
68% to $3,060, from $1,822 for the same period of last fiscal year. The increase in net income was
primarily due to the increase in high margin, recurring X-Charge payment processing revenues.
LIQUIDITY AND CAPITAL RESOURCES
In the last several years, we have financed our operations almost entirely from the cash flow
generated from operations. Net income was the primary source of our increase in cash provided from
operations. Our cash and cash equivalents plus marketable securities totaled $27,254 on March 31,
2008, compared to $28,435 on September 30, 2007. The decrease resulted primarily from cash used
for quarterly cash dividends and estimated income tax payments. During the six months ended March
31, 2008, we generated $831 from operations, expended $282 for fixed assets and capitalized
software development, used $3,407 for marketable securities investments and $2,221 for dividend
payments, and received $3,965 from maturity of investments and $130 from stock options exercised.
During the six months ended March 31, 2007, $2,298 were generated from operations, $267 were used
for fixed assets and capitalized software development, $1,744 were used for marketable securities
investments, $1,237 were used for dividend payments, $2,035 were received from maturity of
investments, and $390 were received from stock options exercised.
The company has a cash dividend policy, which pays stockholders a variable dividend quarterly based
on the prior quarters results. During the six months ended March 31, 2008, the Board of Directors
declared the following dividends:
20
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Declaration Date
|
|
Per Share Dividend
|
|
Record Date
|
|
Total Amount
|
|
Payment Date
|
November 19, 2007
|
|
$
|
0.30
|
|
|
January 7, 2008
|
|
$
|
1,235
|
|
|
January 17, 2008
|
February 13, 2008
|
|
$
|
0.31
|
|
|
April 4, 2008
|
|
$
|
1,283
|
|
|
April 14, 2008
|
The decision to pay a dividend is re-evaluated quarterly based on our earnings performance,
regulatory limitations and other conditions which may affect our desire to pay dividends in the
future and is subject to approval by the Board of Directors. Other than performance, there are no
restrictions that currently materially limit, or that we reasonably believe are likely to limit
materially the future payment of dividends.
At March 31, 2008 cash and cash equivalents plus marketable securities made up 84% of our total
current assets. Our current ratio at March 31, 2008 was 6.4. Management believes our existing
working capital,
coupled with funds generated from our operations will be sufficient to fund our presently
anticipated working capital requirements for the foreseeable future.
Inflation
Inflation has not had a material impact on our operations in the past, but this could change in the
future.
Contracts and Commitments
On December 19, 2006, we signed a lease agreement with our Chief Executive Officer, Geoffrey D.
Knapp, for approximately 20,500 square feet of office space in Henderson, Nevada. The building
houses our research and development, marketing, inside sales and support employees. The lease is
for a ten-year term that commences upon the completion of the building expansion space, which
occurred on April 13, 2007. The initial rent of $25,949 per month is subject to annual percentage increases equal to the
increases, if any, in the Consumer Price Index. No rent adjustment, however, shall be less than
two percent (2%) nor greater than four percent (4%). Our audit committee has reviewed and approved
this related party lease, finding that the lease is on terms no less favorable than those generally
available.
The following table summarizes payment obligations for long-term debt, capital leases, operating
leases, purchase obligations, and other long-term obligations for the remaining periods of the
current fiscal year and future fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PAYMENTS DUE BY PERIOD
|
|
|
TOTAL
|
|
LESS THAN 1 YEAR
|
|
1-3 YEARS
|
|
3-5 YEARS
|
|
MORE THAN 5 YEARS
|
|
|
|
Long-term debt
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Capital lease obligations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Operating leases
|
|
$
|
4,051
|
|
|
$
|
391
|
|
|
$
|
1,701
|
|
|
$
|
1,043
|
|
|
$
|
916
|
|
Purchase obligations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Other
long-term obligations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
FORWARD LOOKING STATEMENTS
All statements included or incorporated by reference in this Report, other than statements of
historical fact or explanatory statements, 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,
21
CAM COMMERCE SOLUTIONS, INC.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(All dollar amounts in thousands)
statements concerning trends, 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, 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. 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, optimistic, and other similar
expressions, including 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 us 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, including, but not
limited to the following: (i) our recent growth has been due primarily to the addition of new
customers for our X-Charge payment processing services and not increases in revenues from existing
customers of those services; (ii) our original core business of computer system sales is in
decline; (iii) the population of our target customers is declining; (iv) our stock is thinly
traded; (v) we face intense competition in the retail point of sale industry; (vi) the availability
and pricing of competing products; (vii) the effectiveness of our expense and cost control efforts;
(viii) our ability to develop and deliver software products in a timely manner; (ix) the rate at
which customers adopt our new products and services; (x) the effect of new and emerging
technologies; (xi) the ability to retain and hire key personnel needed to implement business and
product plans; (xii) the level or orders received that can be shipped in any quarter; and (xiii)
other risks and factors detailed in our Report on Form 10-K for the fiscal year ended September 30,
2007 filed with the SEC. Undue reliance should not be placed on these forward-looking statements,
which are current only as of the date of this report. We undertake no obligation to revise or
update publicly any forward-looking statement for any reason.
22
CAM COMMERCE SOLUTIONS, INC.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(All dollar amounts in thousands)
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. We are principally exposed to interest rate
and credit risks. We are not exposed to foreign currency exchange rate risk. We do not use
derivative instruments.
Interest Rate Risk
We maintain a portfolio of cash equivalents with original maturities of three months or less. Our
investment securities portfolio consists of debt instruments and certificates of deposits all with
current maturities of two years or less. Both portfolios are for investment, not trading purposes.
Fluctuations in interest rates will have an impact on the market value of these investments. If
interest rates were to decrease by 10%, interest income would have decreased by $66 for the six
months ended March 31, 2008. This risk is managed by investing in short term instruments of
investment grade quality credit issuers and limiting the amount of investment in any one issuer.
We have no current or long term debt or outstanding lines of credit.
Credit Risk
We are currently exposed to credit risk on credit extended to customers, which are mostly
small-to-medium-size retailers. We actively monitor this risk through a variety of control
procedures involving senior management. Historically, credit losses have been small and within our
expectations.
Foreign Exchange Rate Risk
We do no operate internationally and, therefore, are not subject to market risk from changes in
foreign exchange rates.
ITEM 4T. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief Executive Officer and
our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the Exchange Act)). Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of such period, our disclosure controls and
procedures were effective to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms, and (ii) is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow for timely decisions regarding required disclosure. There were no changes
in our internal control over financial reporting that occurred during our most recently completed
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
23
PART II . OTHER INFORMATION
Item 1 Legal Proceedings
None
Item 1A Risk Factors
In addition to the other information set forth in this report, you should carefully consider the
risk factors discussed in our Annual Report on Form 10-K for the year ended September 30, 2007,
which could materially affect our business, financial condition or future results. There have been
no material changes in our risk factors from those disclosed in our 2007 Annual Report on Form
10-K.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
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
|
|
|
3(a)
|
|
Certification of Incorporation of the Company, as amended (incorporated by reference to
Exhibit 3(a) to the 1988 Annual Report on Form 10-K filed on January 12, 1989).
|
|
|
|
3(b)
|
|
Bylaws of the Company, as amended (incorporated by reference to Exhibit 3(b) to the Form 10-Q
for the period ended March 31, 2004, filed on May 13, 2004).
|
|
|
|
10(a)
|
|
1993 Stock Option Plan (incorporated by reference to the exhibits on Form S-8 Registration
Statement filed on June 21, 1993).
|
|
|
|
10(b)
|
|
Employment Agreement and Change in Control Agreement for Geoffrey D. Knapp, amended on
December 20, 2006, (incorporated by reference to the Form 8-K, filed on December 20, 2006).
|
|
|
|
10(c)
|
|
Employment Agreement and Change in Control Agreement for Paul Caceres, amended on December
20, 2006, (incorporated by reference to the Form 8-K, filed on December 20, 2006).
|
|
|
|
10(d)
|
|
Amendment to 1993 Stock Option Plan (incorporated by reference to the exhibits on Form S-8
Registration Statement filed on June 26, 1998, File No. 333-57907).
|
|
|
|
10(e)
|
|
2000 Stock Option Plan (incorporated by reference to Exhibit 10(i) to the 2000 Annual Report
on Form 10-K filed on December 21, 2000).
|
24
|
|
|
|
|
|
10(f)
|
|
Fountain Valley Office Lease Agreement (incorporated by reference to Exhibit 10(j) to the
2001 Annual Report on Form 10-K filed on December 20, 2001)
|
|
|
|
10(g)
|
|
Indemnification Agreements (incorporated by reference to Form 8-K, filed on November 18,
2004)
|
|
|
|
10(h)
|
|
Form of the Stock Option Agreement for the 2000 Plan (incorporated by reference to Exhibit 10(h) to the 2004 Annual Report on Form 10-K filed on December 21, 2004)
|
|
|
|
10(i)
|
|
Fountain Valley Office Lease Extension Agreement Letter, dated May 26, 2005 (incorporated by
reference to Exhibit 10(i) to the Form 10-Q filed on August 12, 2005)
|
|
|
|
10(j)
|
|
Henderson, Nevada Office Lease Agreement (incorporated by reference to the Form 8-K filed on
December 20, 2006)
|
|
|
|
31(a)
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
|
31(b)
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
|
32
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
|
The Companys SEC File No. for all SEC filings referenced, other than the S-8 filings, is
000-16569.
25
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: May 12, 2008
|
By /s/ Geoffrey D. Knapp
|
|
|
Geoffrey D. Knapp
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Date: May 12, 2008
|
By /s/ Paul Caceres Jr.
|
|
|
Paul Caceres Jr.
|
|
|
Chief Financial and Accounting Officer
|
|
26
Exhibit Index
|
|
|
3(a)
|
|
Certification of Incorporation of the Company, as amended (incorporated by reference to
Exhibit 3(a) to the 1988 Annual Report on Form 10-K filed on January 12, 1989).
|
|
|
|
3(b)
|
|
Bylaws of the Company, as amended (incorporated by reference to Exhibit 3(b) to the Form 10-Q
for the period ended March 31, 2004, filed on May 13, 2004).
|
|
|
|
10(a)
|
|
1993 Stock Option Plan (incorporated by reference to the exhibits on Form S-8 Registration
Statement filed on June 21, 1993).
|
|
|
|
10(b)
|
|
Employment Agreement and Change in Control Agreement for Geoffrey D. Knapp, amended on
December 20, 2006, (incorporated by reference to the Form 8-K, filed on December 20, 2006).
|
|
|
|
10(c)
|
|
Employment Agreement and Change in Control Agreement for Paul Caceres, amended on December
20, 2006, (incorporated by reference to the Form 8-K, filed on December 20, 2006).
|
|
|
|
10(d)
|
|
Amendment to 1993 Stock Option Plan (incorporated by reference to the exhibits on Form S-8
Registration Statement filed on June 26, 1998, File No. 333-57907).
|
|
|
|
10(e)
|
|
2000 Stock Option Plan (incorporated by reference to Exhibit 10(i) to the 2000 Annual Report
on Form 10-K filed on December 21, 2000).
|
|
|
|
10(f)
|
|
Fountain Valley Office Lease Agreement (incorporated by reference to Exhibit 10(j) to the
2001 Annual Report on Form 10-K filed on December 20, 2001)
|
|
|
|
10(g)
|
|
Indemnification Agreements (incorporated by reference to Form 8-K, filed on November 18,
2004)
|
|
|
|
10(h)
|
|
Form of the Stock Option Agreement for the 2000 Plan (incorporated by reference to Exhibit 10(h) to the 2004 Annual Report on Form 10-K filed on December 21, 2004)
|
|
|
|
10(i)
|
|
Fountain Valley Office Lease Extension Agreement Letter, dated May 26, 2005 (incorporated by
reference to Exhibit 10(i) to the Form 10-Q filed on August 12, 2005)
|
|
|
|
10(j)
|
|
Henderson, Nevada Office Lease Agreement (incorporated by reference to the Form 8-K filed on
December 20, 2006)
|
|
|
|
31(a)
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
|
31(b)
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
|
32
|
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
|
The Companys SEC File No. for all SEC filings referenced, other than the S-8 filings, is
000-16569.
Cam Commerce Solutions (MM) (NASDAQ:CADA)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Cam Commerce Solutions (MM) (NASDAQ:CADA)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024