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United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002
Commission file number: 0-22122
MICROS-TO-MAINFRAMES, INC.
(Exact name of registrant as specified in its charter)
New York 13-3354896
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
614 Corporate Way, Valley Cottage, NY 10989
(Address of principal executive offices) (Zip Code)
(845) 268-5000
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No _
Indicate by check mark whether the Registrant's is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act)
Yes __ No X
The number of shares outstanding of the Registrant's Common Stock,
par value $.001 per share, as of February 12 2003 was 4,736,152
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors and Shareholders
Micros-to-Mainframes, Inc.
We have reviewed the accompanying condensed consolidated balance
sheet of Micros-to-Mainframes, Inc. and Subsidiaries as of
December 31, 2002 and the related condensed consolidated
statements of operations for the three-month periods and the
nine-month periods ended December 31, 2002 and 2001 and the
condensed consolidated statements of cash flows for the nine-
month periods ended December 31, 2002 and 2001. These financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an
opinion regarding the condensed financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying condensed
financial statements in order for them to be in conformity with
accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing
standards generally accepted in the United States of America,
the consolidated balance sheet as of March 31, 2002, and the
related consolidated statements of operations, shareholders'
equity, and cash flows for the year then ended (not presented
herein); and in our report dated May 21, 2002, we expressed an
unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying condensed
balance sheet as of December 31, 2002, is fairly stated, in all
material respects, in relation to the balance sheet from which
it has been derived.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
January 28, 2003
PART I
Micros-to-Mainframes, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
December 31,2002 March 31,2002
Unaudited
_______________________________
ASSETS
Current Assets:
Cash and cash equivalents $ 210,698 $ 1,217,790
Accounts receivable - trade, net of allowance
of $509,000 and $335,000, respectively 14,402,991 13,504,056
Inventories 1,467,760 1,863,370
Prepaid expenses and other current assets 1,069,681 1,314,006
Refundable income taxes 174,663 862,000
Deferred income taxes, 175,000 155,000
______________________________
Total current assets 17,500,793 18,916,222
Property and Equipment: 8,788,785 7,858,342
Less accumulated deprecation and amortization 4,974,194 3,797,562
______________________________
3,814,591 4,060,780
Goodwill, 3,228,729 3,228,729
Other Assets 171,919 180,495
______________________________
Total Assets $ 24,716,032 $ 26,386,226
==============================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Secured notes payable $ 4,653,397 $ 5,235,837
Accounts payable and accrued expenses 5,473,661 4,919,342
Current portion of capital lease obligations 366,602 352,379
____________________________
Total current liabilities 10,493,660 10,507,558
Capital Lease Obligations, net of current portion 199,913 484,943
Deferred Income Taxes 146,000 588,000
____________________________
Total liabilities 10,839,573 11,580,501
Commitments and Contingencies
Shareholders' Equity:
Common stock - $.001 par value; authorized
10,000,000 shares, issued and outstanding
4,736,152 shares and 4,957,569 shares,
respectively 4,736 4,958
Additional paid-in capital 15,342,725 15,685,456
Accumulated deficit (1,471,002) (884,689)
______________________________
Total shareholders' equity 13,876,459 14,805,725
______________________________
Total Liabilities and Shareholders' Equity $ 24,716,032 $ 26,386,226
==============================
See Notes to Condensed Consolidated Financial Statements
Micros-to-Mainframes, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
Nine months ended December 31,
2002 2001
______________________________
Net revenue:
Products $ 28,268,583 $ 45,308,004
Services and related product sales 15,983,274 14,807,962
______________________________
44,251,857 60,115,966
Costs and expenses:
Cost of products sold 26,380,838 41,609,914
Cost of services provided and
related product sales 10,211,211 9,862,648
Selling, general and administrative expenses 8,502,386 7,978,378
_____________________________
45,094,435 59,450,940
Other income 35,784 33,013
Interest expense 219,519 358,490
_____________________________
Income (loss) before income taxes (1,026,313) 339,549
Provision (benefit) for income taxes (440,000) 57,000
_____________________________
Net income (loss) $ (586,313) $ 282,549
=============================
Net income (loss) per common shares:
Basic and diluted $ (0.12) $ 0.06
=============================
Weighted average number of common shares
outstanding:
Basic 4,802,659 5,057,124
Diluted 4,802,659 5,057,929
See notes to condensed consolidated financial statements
Micros-to-Mainframes, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
Three months ended December 31,
2002 2001
_______________________________
Net revenue:
Products $ 9,168,123 $ 16,802,364
Services and related product sales 5,020,298 5,856,115
______________________________
14,188,421 22,658,479
Costs and expenses:
Cost of products sold 8,558,428 15,069,732
Cost of services provided and
related product sales 3,174,826 4,502,840
Selling, general and administrative expenses 2,640,436 2,860,840
______________________________
14,373,690 22,433,412
Other income 2,508 6,908
Interest expense 64,605 116,838
______________________________
Income (loss) before income taxes (247,366) 115,137
Provision (benefit) for income taxes (58,000) 14,400
______________________________
Net income (loss) $ (189,366) $ 100,737
==============================
Net income (loss) per common shares:
Basic and diluted $ (0.04) $ 0.02
==============================
Weighted average number of common shares
outstanding:
Basic 4,736,286 4,982,662
Diluted 4,736,286 4,992,188
See notes to condensed consolidated financial statements
Micros-to-Mainframes, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Nine Months Ended December 31,
2002 2001
________________________________
(Unaudited)
Cash flows from operating activities:
Net income (loss) $ (586,313) $ 282,549
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 1,176,632 935,721
Deferred income taxes (462,000) 57,000
Changes in operating assets and liabilities:
Increase in accounts receivable (898,935) (1,259,932)
(Decrease) Increase in inventory 395,610 (274,987)
Decrease in prepaid expenses and
other current assets 244,325 186,670
Decreased in Refundable income taxes 687,337 174,600
(Increase) decrease in other assets 8,576 (2,865)
Increase (decrease) in accounts payable
and accrued expenses 554,319 (559,287)
___________________________
Net cash provided by (used in) operating activities 1,119,551 (460,531)
___________________________
Cash flows from investing activities:
Acquisition of property and equipment (930,443) (1,898,263)
__________________________
Net cash used in investing activities (930,443) (1,898,263)
__________________________
Cash flows from financing activities:
Borrowing (Repayment) of secured notes payable (582,440) 1,240,109
Purchases of Treasury stock (342,953) (228,055)
Proceed from capital lease equipment - 1,074,428
Payments on Capital lease obligations (270,807) (184,583)
__________________________
Net cash provided by (used in) financing activitie (1,196,200) 1,901,899
__________________________
Net decrease in cash (1,007,092) (456,895)
Cash at the beginning of period 1,217,790 1,205,874
___________________________
Cash at the end of period $ 210,698 $ 748,979
===========================
Supplemental disclosures of cash flow information:
Cash paid during the quarter for:
Interest 260,522 318,807
Income taxes 28,220 9,707
See notes to condensed consolidated financial statements
Micros-to-Mainframes, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
1. Description of Business and Basis Presentation
Micros-to-Mainframes, Inc. and its subsidiaries, MTM Advanced
Technology, Inc., PTI Corporation (formerly known as Pivot Technologies,
Inc.)("Pivot"), and Data.Com RESULTS, Inc. ("Data.Com") (collectively, the
"Company" or "MTM"), serve as a single source provider of advanced technology
solutions, including design and consulting services, communication services
and products, internet/Intranet development services, and network and
security managed Services. In addition, the Company delivers a total
processing solution by providing computer hardware and software sales,
systems design, installation, consulting, maintenance and integration of
microcomputer products, including the design and implementation of wide area
networks ("WAN's") and local area networks ("LANs"). The Company sells,
installs and services microcomputers, microcomputer software products,
supplies, accessories and custom designed microcomputer systems. MTM is an
authorized direct dealer and value added reseller. The Company also serves
as a systems integrator, for a client by integrating into a single working
system, a group of hardware and software products from more than 40 major
computer vendors including Hewlett Packard/Compaq Computer Company, IBM
Corporation, Dell Computer Corporation, NEC Technologies, Inc., ISS
Technology Inc., Citrix Systems, Inc., Cisco Systems, Inc., Canon USA, Inc.,
Novell, Inc., Microsoft Corporation, 3COM Corporation and Symantec
Corporation. The Company also serves as a Managed Service Provider (MSP)
providing automated remote network, system and security management solutions
and related consulting and engineering.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with U.S. generally
accepted accounting principles for interim financial information and
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine
months and three months ended December 31, 2002 are not necessarily
indicative of the results that may be expected for the Company's
Fiscal year ending March 31, 2003. For further information, refer to
the consolidated financial statements and footnotes thereto included
in the Company's Annual Report on Form 10-K (Commission file number:
0-22122) for the fiscal year ended March 31, 2002.
INVENTORIES
Inventories, comprised principally of computer hardware and
software, are stated at the lower of cost or market using the first-
in, first-out (FIFO) method.
Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis of financial condition and
results of operations of the Company should be read in conjunction
with the condensed consolidated financial statements and notes
thereto included elsewhere in this Quarterly Report on Form 10-Q and
with the Company's Annual Report on Form 10-K. This discussion and
analysis contains certain forward-looking statements within the
meaning of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, which are not
historical facts, and involve risks and uncertainties that could
cause actual results to differ materially from the results
anticipated in those forward-looking statements. These risks and
uncertainties include, but are not limited to, those set forth
below, those set forth in the Company's Annual Report on Form 10-K
for the year ended March 31, 2002, and those set forth in the
Company's other filings from time to time with the Securities and
Exchange Commission.
The following table sets forth, for the periods indicated, certain items in the
Company's Consolidated Statements of Operations expressed as a percentage of
that period's net revenues.
Percentage of Net Revenue
Nine Months ended Three Months ended
December 31, December 31,
2002 2001 2002 2001
-------------------------------------------
Product revenue.............. 63.88% 75.37% 64.62% 74.15%
Services and related
product revenue. . . .. . . 36.12 24.63 35.38 25.85
Net revenue ................... 100.00 100.00 100.00 100.00
Cost of product revenue (as a
% of product revenue)...... 93.32 91.84 93.35 89.69
Cost of services provided and
related product revenue
(as a % of services and
related product revenue).. . 63.89 66.60 63.24 76.89
Total direct costs (as a % of
net revenue)....... 82.69 85.12 82.70 86.38
Selling, general and
administrative expenses... 19.21 13.27 18.61 12.63
(Loss) Income before Income taxes. (2.32) 0.56 (1.74) 0.51
Net (Loss) Income............ (1.32) 0.47 (1.33) 0.45
The nine months and the three months ended December 31, 2002, as compared to
the nine months and the three months ended December 31, 2001.
Revenue. The Company had net revenue of approximately $44,252,000 for the nine
months ended December 31, 2002(the "2003 Period"), as compared to approximately
$60,116,000 for the nine months ended December 31, 2001 (the "2002 Period").
The Company had net revenue of approximately $14,188,000 for the three months
Ended December 31, 2002 ("Third Quarter 2003"), as compared to approximately
$22,658,000 for the three months ended December 31, 2001 ("Third Quarter
2002"). Services and related product revenue include sales of the Pivot
automated remote network management system and high-end service related product
revenue. The decreases in net revenue of approximately 26% for the 2003 Period
and 37% for the Third Quarter 2003 were attributable to decreases in product
revenue of $17,039,000 for the 2003 Period and $7,634,000 for the Third Quarter
2003, an increase in service and related product revenue of approximately
$1,175,000 for the 2003 Period and a decrease of approximately $836,000 for the
Third Quarter 2003. The revenue related to the service and consulting business
was approximately $15,983,000 for the 2003 Period and approximately $5,020,000
for the Third Quarter 2003, as compared to approximately $14,808,000 for the
2002 Period and approximately $5,856,000 for the Third Quarter 2002. These
figures represent a decrease in revenue of approximately 38% and 45% for
product revenue, and an increase of approximately 8% for the 2003 Period and a
decrease of 14% for the Third Quarter 2003 for service and related product
revenue. Many companies including the company's customer have reduced their
capital expenditures and projects for IT expenditures due to the economic slow
down. These reductions have a direct impact on the Company's revenues. In light
of these conditions Company's strategy is to secure higher margin sales and not
pursue sales with low margins, while increasing its service revenue.
Gross Profit. Gross profit is the difference between net revenues from
product sales and cost of products sold. Cost of products sold includes
the direct costs of products sold and freight expenses, offset by rebates
from manufacturers. As a percentage of product revenue, the cost of
products sold decreased slightly by 1.5% in the 2003 Period and increased
3.66% in the Third Quarter 2003. The cost of services and related product
sales ("Services") includes the personnel costs associated with providing
technical services, together with the products and parts related to the
service contract. The cost of services provided decreased by 2.7% for the
2003 Period and decreased by 13.7% in the Third Quarter 2003.
Selling, general and administrative expenses ("SG&A") were approximately
$8,502,000 in the 2003 Period as compared to approximately $7,978,000 in
the 2002 Period and approximately $2,640,000 for the Third Quarter 2003
compared to approximately $2,861,000 for the Third Quarter 2002. This
represented an increase of approximately 7% for SG&A during the 2003 Period
as compared to the 2002 Period and a decrease of approximately 8% during
the Third Quarter 2003 as compared to the Third Quarter 2002. As a
percentage of net revenue, SG&A increased to 19.21% for the 2003 Period
from 13.27% for the 2002 Period and to 18.61% for the Third Quarter 2003
from 12.63% for the Third Quarter 2002. These increases were due to an
increase in payroll, payroll taxes, employee benefits and other employee
expenses, telephone and depreciation expenses during the 2003 Period and
the Third Quarter 2003.
Other income increased to approximately $36,000 in the 2003 Period as
compared to approximately $33,000. The increase was due to the interest
received from the prior year's tax refund due from the government. There was
approximately $3,000 of other income in the Third Quarter 2003 as compared to
approximately $7,000 in the Third Quarter 2002.
Interest expenses decreased to approximately $220,000 in the 2003 Period from
approximately $358,000 in the 2002 Period and to approximately $65,000 in the
Third Quarter 2003 from approximately $117,000 in the Third Quarter 2002, due
to the lower bank interest borrowing rates in the 2003 Period and Third
Quarter 2003.
The effective income tax rate was approximately 43% in the 2003 Period and
23% in the Third Quarter 2003 as compare to 17% in the 2002 Period and 13%
in the Third Quarter 2002.
As a result of the foregoing, the Company had a net loss of approximately
$586,000 in the 2003 Period compared to net income of approximately
$283,000 in the 2002 Period, and a net loss of approximately $189,000 for
the Third Quarter 2003 as compared to net income of approximately $101,000
for the Third Quarter 2002. The basic and diluted loss per share was $0.12
in the 2003 Period, as compared to net income per share of $0.06 for the
2002 Period, and the basic and diluted net loss per share was $0.04 for the
Third Quarter 2003 as compared to income of $0.02 for the Third Quarter
2002.
Recently Issued Accounting Standard
As of April 1, 2001, the Company has adopted the Statement of Financial
Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets.
SFAS No. 142 eliminates the amortization of goodwill and certain other
intangible assets. It also requires the Company to complete a test for
impairment of these assets annually, as well as a transitional goodwill
impairment test within six months from the date of adoption. The Company has
completed this impairment test, and has found no impairment.
LIQUIDITY AND CAPITAL RESOURCES
The Company measures its liquidity in a number of ways, including the
following:
December 31, March 31,
2002 2002
(Dollars in thousands,
except current ratio data)
Cash and cash equivalents............... $ 211 $ 1,218
Working capital ......................... $ 7,007 $ 8,408
Current ratio .......................... 1.67:1 1.80:1
Secured notes payable .................. $ 4,653 $ 5,236
Working capital lines available.......... $ 9,638 $ 9,035
The Company had working capital of approximately $7,007,000 as of
December 31, 2002, a decrease of approximately $1,401,000 from March 31,
2002.
During the 2003 Period, the Company had net cash provided by operating
activities of approximately $1,120,000, consisting primarily of an increase
in accounts payable and accrued expenses of $554,000, a decrease in inventory
of approximately $396,000, a decrease in prepaid expenses and other current
assets of approximately $244,000, and a decrease in refundable income tax of
$687,000, which were offset by an increase in accounts receivable of
approximately $899,000, a decrease in deferred tax of approximately $462,000
and an operating net loss of approximately $586,000.
The Company had cash used in investing activities of approximately
$930,000 consisting of the acquisition of property and equipment of
approximately $125,000, and approximately $805,000 from costs incurred in the
development of computer software.
The Company had net cash used in financing activities of approximately
$1,196,000, by payment of capital lease obligations of approximately
$271,000, the repayment to its bank of $582,000 and the repurchase of its
common stock of approximately $343,000.
As a result of the foregoing, the Company had a net decrease in cash of
approximately $1,007,000.
The Company entered into two separete credit agreements with two banks.
One of these agreements is a $16,000,000 financing facility. This credit
facility is comprised of a floor plan agreement and a revolving receivable
financing facility, and is secured by the Company's assets (other than
inventories and accounts receivable directly financed by other floor planners
which have liens thereon). The other financing agreement is a $1,300,000
floor plan agreement and is secured by the Company's assets (other than
inventories and accounts receivable directly financed by other floor planners
who have liens thereon). The floor-plan agreements generally allow the
Company to borrow for a period of 30 days interest free. Interest is charged
to the Company only after the due date. In addition, the agreements provide
for minimum amounts of tangible net worth and specified financial ratios. The
borrowing interest rate on the revolving receivables financing loan is at per
annum rate of one half of one percentage point (0.5%) below the base rate.
The base rate is the prime rate as listed in The Wall Street Journal. The
Company's borrowing rate was 3.75% as of December 31, 2002.
The Company's total outstanding debt under the revolving receivable
financing facility was $4,653,397 and $5,235,837 at December 31, 2002 and
March 31, 2002, respectively. The Company is charged a facility management
fee of $40,000 per annum for this financing facility.
The Company's current ratio decreased to 1.67:1 at December 31, 2002 from
1.80:1 at March 31, 2002.
On May 9, 2001, the Company's Board of Directors approved a stock
repurchase program which authorized the Company at its discretion to purchase
up to a total of 250,000 shares of its common stock, at a cost not to exceed
$250,000,from time-to-time as market and business conditions warrant. In June
14, 2002, the Board of Directors amended the program to authorize the Company
to purchase up to a total of an additional 250,000 shares as an additional
cost not in exceeded $250,000. During the nine months ended December 31,
2002, the Company repurchased 220,867 shares under the program for $342,560.
As of December 31, 2002, since May 9, 2001, the Company has purchased a total
of 399,517 shares for $590,015.
On October 25, 2002, the Board of Directors authorized the Company to
purchase up to an additional $300,000 of its common stock. The repurchase
program will remain in effect until the first Board of Directors meeting
following the close of Company's 2003 fiscal year, unless earlier terminated by
the Board. The Company is authorized to repurchase common stock from time to
time in open market transactions as permitted under applicable rules and
regulations. The extent to which the Company repurchases its stock and the
timing of such purchases will depend upon market conditions and other corporate
considerations to be evaluated by the Board of Directors. The repurchase
program does not obligate the Company to repurchase any specific number of
shares, and repurchases pursuant to the program may be suspended or resumed at
any time or from time to time without further notice or announcement.
Our sources of liquidity include, but are not limited to, funds
from operations and funds available under the two aforementioned
credit facilities. Our capital requirements depend on a variety of
factors, including but not limited to, the rate of increase or
decrease in our existing business base; the success, timing, and
amounts of investment required to bring new products on-line; revenue
growth or decline; and potential acquisitions. We believe that we have
the financial resources to meet our future business requirements
through the next twelve months.
Application of Critical Accounting Policies
The Company recorded goodwill as a result of the acquisition of PTI
Corporation (formerly known as PIVOT Technologies, Inc.), a subsidiary of
Micros to Mainframes. The Company determined the fair value of PTI
Corporation's operations through a discounted cash flow method. This
analysis was based on a projection of future sales and earnings for a
discrete period of five years plus an assumed average growth rate for all
years beyond the initial projected period.
We develop our budgets based on recent sales data for existing products,
planned timing of new product launches, and customer commitments related to
existing and newly developed products. In estimating future revenue and
growth rates, we used our internal budgets and make comparisons to other
competitors.
We believe that the accounting estimate related to goodwill impairment
is a "critical accounting estimate" because: (1) it is highly susceptible
to change from period to period since it requires Company management to
make assumptions about future sales, cost of sales, and growth rates over
the next five years of the subsidiary; and (2) the impact that recognizing
an impairment would have on the assets reported on our balance sheet, as
well as our net income, would be material. Management's assumptions about
future sales prices, future sales volumes, and growth rates require
significant judgment because actual sales prices and volumes have
fluctuated in the past and are expected to continue to do so. If
Management's assumptions change, then the Company could be required to
recognize an impairment loss, equal to the difference between the fair
value of the goodwill and the reported amount of the goodwill. Management
has discussed the development and selection of this critical accounting
estimate with the Audit Committee and the Company's independent auditors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable
Item 4. Controls and Procedures
Within the 90 days prior to the filing of this report, the Company's
Management, including the Company's Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design of the
Company's disclosure controls and procedures, as defined in Rule 13a-
14(c) under the Securities Exchange Act of 1934 (the "Exchange Act").
Based on the evaluation, these officers including the Chief Executive
Officer and the Chief Financial Officer, concluded the Company's
disclosure controls and procedures were effective, in all material
respects, to ensure that the information required to be disclosed in
the reports the Company files and submits under the Exchange Act is
recorded, processed, summarized and reported as and when required.
There have been no significant changes (including corrective actions
with regard to significant deficiencies and material weaknesses) in
the Company's internal controls or in other factors subsequent to the
date the Company carried out its evaluation that could significantly
affect these controls.
PART II OTHER INFORMATION
None
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.
MICROS-TO-MAINFRAMES, INC.
Date : February 12, 2003 By: /s/ Howard A. Pavony
Howard A. Pavony
Chief Executive Officer,
President and Director
(Principal Executive Officer)
Date : February 12, 2003 By: /s/ Steven H. Rothman
Steven H. Rothman
Chief Financial Officer
Chairman of the Board
of Directors
Date : February 12, 2003 By: /s/ Frank T. Wong
Frank T. Wong
Vice President - Finance
(Principal Financial and
Accounting Officer) and
Secretary
CERTIFICATION
I, Steve H. Rothman, Chief Financial Officer of Micros-to-Mainframes,
Inc. hereby certify, pursuant to 18 U.S.C. Section 1350, as enacted by
Section 906 of theSarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 2002 (the "Periodic Report") which this statement accompanies
fully complies with the requirements of Section 13(a) of the Securities
Exchange Act of 1934; and
(2) the information contained in the Periodic Report fairly
presents, in all material respects, the financial condition and results of
operations of Micros -to- Mainframes, Inc.
Dated: February, 12, 2003
s/s Steven H. Rothman
------------------------
Steven H. Rothman
Chief Financial Officer
CERTIFICATION
I, Howard Pavony, Chief Executive Officer of Micros-To-Mainframes, Inc.,
hereby certify, pursuant to 18 U.S.C. Section 1350, as enacted by
Section 906 of theSarbanes-Oxley Act of 2002, that:
(1) the Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 2002 (the "Periodic Report") which this statement accompanies
fully complies with the requirements of Section 13(a)of the Securities
Exchange Act of 1934; and
(2) the information contained in the Periodic Report fairly presents,
in all material respects, the financial condition and results of operations
of Micros-to-Mainframes, Inc.
Dated: February 12, 2003
s/s Howard Pavony
------------------
Howard Pavony
Chief Executive Officer
CERTIFICATION
I, Howard Pavony, President and CEO of Micros-to- Mainframes, Inc,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of Micros-to-
Mainframes, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls.
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 12, 2003 s/s Howard Pavony, President and CEO
CERTIFICATION
I, Steve H. Rothman, Chief Financial Officer of Micros-to-Mainframes,
Inc, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Micros-to-
Mainframes, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls.
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 12, 2003 s/s Steve H. Rothman, Chief Financial Officer