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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 000-22221
KONTRON MOBILE COMPUTING, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1731723
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
7631 Anagram Drive
Eden Prairie, Minnesota 55344
(Address of principal executive offices)
(Zip Code)
(952) 974-7000
(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 [ ]
The number of shares of the registrant's Common Stock, $.001 par value,
outstanding as of August 7, 2002 was 14,952,926.
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1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KONTRON MOBILE COMPUTING, INC.
BALANCE SHEETS
JUNE 30, DECEMBER 30,
2002 2001
----
(UNAUDITED)
-----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents..................................................................... $ 2,409,635 $ 2,073,970
Accounts receivable, net of allowance for doubtful accounts of $136,200 and $317,200.......... 1,107,796 2,834,150
Accounts receivable, related parties.......................................................... 24,875 118,472
Inventories................................................................................... 1,541,138 1,191,276
Prepaid expenses and other.................................................................... 64,521 334,156
------------ -----------
Total current assets............................................................... 5,147,965 6,552,024
------------ -----------
Property and equipment:
Computers and equipment.................................................................... 1,142,624 1,114,125
Furniture and fixtures..................................................................... 800,706 795,387
Leasehold improvements..................................................................... 346,099 346,099
Less: Accumulated depreciation and amortization............................................ (2,040,284) (1,911,244)
------------ -----------
Property and equipment, net............................................................ 249,145 344,367
Deposits and Other Assets, net................................................................ 30,141 19,764
------------ -----------
TOTAL ASSETS.................................................................................. $ 5,427,251 $ 6,916,155
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable.............................................................................. $ 309,496 $ 1,118,581
Accounts payable, related parties............................................................. 305,573 210,054
Accrued warranty expenses..................................................................... 353,168 332,169
Accrued compensation and benefits............................................................. 98,652 257,398
Other accrued liabilities..................................................................... 78,508 771,502
Deferred revenue.............................................................................. 1,203,529 1,306,563
Notes payable to Kontron Embedded Computers AG................................................ 7,133,676 6,937,700
------------ -----------
Total current liabilities.............................................................. 9,482,602 10,933,967
------------ -----------
TOTAL LIABILITIES............................................................................. 9,482,602 10,933,967
------------ -----------
SHAREHOLDERS' EQUITY (DEFICIT):
Series B Convertible Preferred Stock, $.001 par value, 4,250,000 shares authorized;
4,250,000 issued and outstanding at June 30, 2002.......................................... 4,250 4,250
Series C Convertible Preferred Stock, $.001 par value, 500,000 shares authorized;
500,000 issued and outstanding at June 30, 2002............................................ 500 500
Common stock, $.001 par value, 30,000,000 shares authorized;
14,952,926 issued and outstanding for both periods......................................... 14,953 14,953
Additional paid-in capital.................................................................... 32,551,972 32,551,972
Accumulated deficit........................................................................... (36,627,026) (36,589,487)
------------ -----------
Total shareholders' equity (deficit)............................................... (4,055,351) (4,017,812)
------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT).......................................... $ 5,427,251 $ 6,916,155
============ ===========
The accompanying notes are an integral part of these financial statements.
2
KONTRON MOBILE COMPUTING, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
------------------------------------------------------------
JUNE 30, JULY 1, JUNE 30, JULY 1,
2002 2001 2002 2001
---- ---- ---- ----
Net Sales ........................................... $ 2,344,689 $ 4,861,712 $ 5,501,060 $ 9,871,240
Cost of Sales ....................................... 1,415,547 2,665,104 3,080,393 5,419,559
------------ ------------ ------------ ------------
Gross profit ................................... 929,142 2,196,608 2,420,667 4,451,681
------------ ------------ ------------ ------------
Operating Expenses:
Sales and marketing ............................ 490,834 579,751 1,073,456 1,431,256
General and administrative ..................... 148,933 379,269 453,967 883,984
Research and development ....................... 256,207 327,718 476,534 665,395
------------ ------------ ------------ ------------
Total operating expenses .................. 895,974 1,286,738 2,003,957 2,980,635
------------ ------------ ------------ ------------
Operating profit .......................... 33,168 909,870 416,710 1,471,046
Gain (loss) on foreign currency ..................... (78,553) (75,279) (105,179) 250,456
Interest income (expense), net ...................... (165,759) (372,007) (349,070) (706,342)
Other income (expense), net ......................... -- (2,019) -- (252)
------------ ------------ ------------ ------------
Net income (loss) applicable to common shareholders.. $ (211,144) $ 460,565 $ (37,539) $ 1,014,908
============ ============ ============ ============
Basic and Diluted Income (Loss) Per Common Share:
Net income (loss) per common share .................. $ (.01) $ .03 $ -- $ .07
------------ ------------ ------------ ------------
Basic weighted average common shares outstanding .... 14,952,926 14,944,426 14,952,926 14,939,481
============ ============ ============ ============
Diluted weighted average common shares outstanding... 14,952,926 15,029,426 14,952,926 15,027,085
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
3
KONTRON MOBILE COMPUTING, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS ENDED
JUNE 30, JULY 1,
2002 2001
---- ----
OPERATING ACTIVITIES:
Net income (loss) ................................................ $ (37,539) $ 1,014,908
Adjustments to reconcile net income (loss) to net cash provided by
operating activities--
Depreciation and amortization ............................... 129,040 312,804
Loss (gain) on foreign currency ............................. 105,179 (250,456)
Non-cash financing expense .................................. -- 220,500
Loss on disposal of property and equipment .................. -- 2,030
Changes in operating items:
Accounts receivable .................................... 1,819,951 (61,245)
Inventories ............................................ (349,862) 640,652
Prepaid expenses and other ............................. 259,258 16,876
Accounts payable ....................................... (713,566) (1,181,218)
Accrued expenses ....................................... (830,741) (1,264,800)
Deferred revenue ....................................... (103,034) 571,155
----------- -----------
Net cash provided by operating activities ................... 278,686 21,206
----------- -----------
INVESTING ACTIVITIES:
Purchase of property and equipment .......................... (33,818) (16,648)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from (repayments of) notes to Kontron .............. (387,614) 2,640,363
Net proceeds from forward contracts ......................... 478,411 --
Proceeds from issuance of common stock ...................... -- 21,000
Payment of capitalized lease obligations .................... -- (18,542)
----------- -----------
Net cash provided by financing activities ................... 90,797 2,642,821
----------- -----------
CHANGE IN CASH AND CASH EQUIVALENTS .............................. 335,665 2,647,379
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ................... 2,073,970 552,887
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD ......................... $ 2,409,635 $ 3,200,266
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid for interest ........................................... $ 368,273 $ 738,972
=========== ===========
The accompanying notes are an integral part of these financial statements.
4
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
The accompanying unaudited financial statements of Kontron Mobile
Computing, Inc. ("Kontron Mobile Computing" or "the Company") should be read in
conjunction with the financial statements and notes thereto filed with the
Securities and Exchange Commission in the Company's Annual Report on Form 10-K,
for the fiscal year ended December 30, 2001. In the opinion of management, the
accompanying financial statements reflect all adjustments (consisting only of
normal recurring adjustments) considered necessary to present fairly the
financial results for the interim periods presented. The results of operations
for the interim periods are not necessarily indicative of the results to be
expected for the entire fiscal year.
2. INVENTORIES:
Inventories are stated at the lower of cost or market value, as determined
by the first-in, first-out cost method
The components of inventories were:
JUNE 30, DECEMBER 30,
2002 2001
---- ----
Raw materials .................................................. $ 856,019 $ 556,823
Work in process ................................................ 194,518 140,899
Finished goods ................................................. 490,601 493,554
---------- ----------
Total ..................................................... $1,541,138 $1,191,276
========== ==========
3. FINANCING:
On January 29, 2002, Kontron agreed to provide financial support to enable
the Company to meet its cash flow needs and obligations as and when they become
due through December 31, 2002. The Company has a line of credit agreement with
Kontron which allows for borrowings of up to 8.5 million Euros for operations
($8.4 million based on June 30, 2002 exchange rate.) Borrowings under this
agreement bear interest at 11% per annum (payable monthly), with no stated
maturity date. Outstanding borrowings under this line of credit were $7.1
million at June 30, 2002. In the second quarter of 2002, the Company repaid
$264,000 in accrued interest to Kontron.
4. FOREIGN CURRENCY TRANSACTIONS:
As of June 30, 2002, Kontron Embedded Computers AG (Kontron) controlled
approximately 65% of the Company. The Company's credit agreements with Kontron
allow for borrowings which are payable in Euros.
In the second quarter of 2001, the Company began utilizing foreign currency
forward contracts to protect against significant fluctuations in net income
(loss) caused by changes in Euro exchange rates. The Company's practice is to
enter into a forward contract at the beginning of each quarter and settle the
contract at the end of the quarter. The Company records gains and losses on
these derivative contracts (which are not designated as hedging instruments for
accounting purposes) in net income (loss) in accordance with the requirements of
Statement of Financial Accounting Standards (SFAS) No. 133, "Derivatives and
Hedging Activities," and also marks the related debt instrument to market under
SFAS No. 52, "Foreign Currency Translation." For the quarter ended June 30,
2002, the Company recorded a loss of $78,553. As of June 30, 2002, the Company's
forward contract arrangements allowed the Company to hedge up to 7.0 million
Euros.
The Company currently has no other balances or transactions conducted in a
foreign currency.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used in
this Form 10-Q and in future filings by the Company with the Securities and
Exchange Commission, in the Company's press releases and in oral statements made
with the approval of an authorized executive officer, the words or phrases
"believes," "anticipates," "expects," "intends," "estimates," "should," "may" or
similar expressions are intended to identify such forward-looking statements,
but are not the exclusive means of identifying such statements. These
forward-looking statements involve risks and uncertainties that may cause the
Company's actual results to differ materially from the results discussed in the
forward-looking statements. Factors that might cause such differences include,
but are not limited to, the following: risks associated with the development of
new products, market acceptance of new products and services, technological
obsolescence, dependence on third-party manufacturers and suppliers, risks
associated with the Company's dependence on proprietary technology and the long
customer sales cycle. The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the date
made. The Company undertakes no obligation to revise any forward-looking
statements in order to reflect events or circumstances after the date of such
statements. Readers are urged to carefully review and consider the various
disclosures made by the Company in this report and in the Company's other
reports filed with the Securities and Exchange Commission that attempt to advise
interested parties of the risks and factors that may affect the Company's
business. The Company's forward-looking statements are qualified in their
entirety by the cautions and risk factors set forth under the "Cautionary
Statement" filed as Exhibit 99.1 to its Form 10-K for the year ended December
30, 2001.
RESULTS OF OPERATIONS
The following table sets forth certain financial data expressed as a
percentage of net sales for the periods indicated:
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
---------------------------------------------------------
JUNE 30, JULY 1, JUNE 30, JULY 1,
2002 2001 2002 2001
---- ---- ---- ----
Net sales .......................................................... 100 % 100 % 100 % 100 %
Cost of sales ...................................................... 61 55 56 55
---- ---- ---- ----
Gross profit .................................................. 39 45 44 45
Operating expenses:
Sales and marketing ........................................... 21 12 20 14
General and administrative .................................... 6 8 8 9
Research and development ...................................... 11 6 9 7
---- ---- ---- ----
Total operating expenses ................................. 38 26 37 30
---- ---- ---- ----
Operating income (loss) ............................................ 1 19 7 15
Gain (loss) on currency conversion ................................. (3) (2) (2) 2
Interest income (expense), net ..................................... (7) (8) (6) (7)
Other income (expense), net ........................................ -- * -- *
---- ---- ---- ----
Net income (loss) applicable to common shareholders ................ (9)% 9% (1)% 10%
==== ==== ==== ====
* Less than .5%
Net Sales. The Company's net sales decreased $2.5 million, or 52%, to $2.3
million in the second quarter of 2002 from $4.9 million in the second quarter of
2001 and decreased 51% to $4.9 million in the first six months of 2002 from $9.9
million in the first six months of 2001. The decrease was due to a large order
from the United States Army for the 2000 Series Embedded Vehicle Server that
shipped in the first two quarters of 2001 with no comparable large orders in
2002.
The Company continues to target key vertical markets including government,
military, public services and utilities. One customer, the City of Garland,
Texas, accounted for greater than 10% of net sales in the second quarter
6
of 2002, representing $0.3 million of the Company's net sales. In the second
quarter of 2001, the United States Army represented $1.8 million of the
Company's net sales.
International sales increased to $0.8 million, or 34% of net sales, for the
second quarter of 2002 from $0.6 million, or 12% of net sales, for the
comparable period in 2001. 54% of the international sales in the second quarter
of 2002 were in Canada and 99% of the international sales for the comparable
period in 2001 were in Europe. The Company believes that international sales as
a percentage of net sales for the year 2002 will be in the mid-teen to 20% range
with little impact on the Company's results of operations and liquidity. The
Company records all sales in U.S. Dollars.
Gross Margin. Gross margin decreased to $0.9 million, or 39% of net sales,
for the second quarter of 2002 from $2.2 million, or 45% of net sales for the
second quarter of 2001. Gross margin decreased to $2.4 million, or 44% of net
sales for the first six months of year 2002 from $4.5 million, or 45% of net
sales for the first six months of 2001. The decreased gross margin percent is
due to lower revenue over which to allocate certain fixed manufacturing
expenses. The Company's gross margin will fluctuate as a result of a number of
factors, including mix of products sold, inventory obsolescence, the proportion
of international sales, large customer contracts (with the associated volume
discounts) and other manufacturing expenses.
Sales and Marketing. Sales and marketing expenses include salaries,
incentive compensation, commissions, travel, trade shows, technical support and
professional services personnel and general advertising and promotion. These
expenses also include the labor and material costs related to maintaining the
Company's standard one-year warranty program. Sales and marketing expenses
decreased to $0.5 million for the second quarter of 2002 compared to $0.6
million for the second quarter of 2001. As a percentage of net sales, sales and
marketing expenses increased to 21% for the second quarter of 2002 from 12% for
the second quarter of 2001. In the first six months of 2002, sales and marketing
expenses were $1.1 million and 20% of net sales as compared to $1.4 million and
14% of net sales in the first six months of 2001. The decreased dollars are due
to lower sales commissions paid on lower revenue. The increased percent is due
to lower revenue over which to allocate the costs.
General and Administrative. General and administrative expenses include the
Company's executive, finance, information services and human resources
departments. These expenses decreased to $0.1 million for the quarter ended June
30, 2002, from $0.4 million for the quarter ended July 1, 2001. As a percentage
of net sales, general and administrative expenses decreased to 6% for the
quarter ended June 30, 2002, from 8% for the quarter ended July 1, 2001. General
and administrative expenses were $0.5 million, or 8% of net sales for the first
six months of 2002 as compared to $0.9 million, or 9% of net sales for the
comparable period in 2001. The decrease is due to lower legal fees and bad debt
expense.
Research and Development. Research and development expenses are incurred in
the design, development and testing of new or enhanced products, services and
customized computing platforms. All research and development costs are expensed
as incurred. Research and development expenses remained constant at $0.3 million
in the second quarters of 2002 and 2001. As a percentage of net sales, research
and development costs were 11% and 6% for the second quarter of 2002 and 2001,
respectively. Research and development expenses decreased to $0.5 million for
the first six months of 2002 from $0.7 million for the comparable period in
fiscal year 2001. As a percentage of net sales, research and development
expenses increased to 9% for the first six months of 2002 from 7% for the first
six months of fiscal year 2001. The decreased costs are due to sharing research
and development costs with Kontron and the synergy gained by the combined
efforts, while the increased percent is due to lower revenue over which to
allocate the costs.
Gain (Loss) on Currency Conversion. The Company's credit agreements with
Kontron allow for borrowings which are payable in Euros.
In the second quarter of 2001, the Company began utilizing foreign currency
forward contracts to protect against significant fluctuations in net income
(loss) caused by changes in Euro exchange rates. The Company's practice is to
enter into a forward contract at the beginning of each quarter and settle the
contract at the end of the quarter. The Company records gains and losses on
these derivative contracts (which are not designated as hedging instruments for
accounting purposes) in net income (loss) in accordance with the requirements of
Statement of Financial Accounting Standards (SFAS) No. 133, "Derivatives and
Hedging Activities," and also marks the related debt instrument to market under
SFAS No. 52, "Foreign Currency Translation." For the quarter ended June 30,
7
2002, the Company recorded a loss of $78,553. As of June 30, 2002, the Company's
forward contract arrangements allowed the Company to hedge up to 7.0 million
Euros.
The Company currently has no other balances or transactions conducted in a
foreign currency.
Interest Income (Expense), Net. Net interest expense was approximately
$165,800 for the second quarter of 2002 compared to net interest expense of
$372,000 for the comparable period in 2001. Net interest expense for the first
six months of 2002 was $349,000 compared to net interest expense of $706,000 for
the comparable period in 2001. The decrease in interest expense is due to the
repayment of certain subordinated notes in third quarter 2001.
LIQUIDITY AND CAPITAL RESOURCES
The relationship with Kontron has brought new resources, products, capital
and a global sales force. During 2001, the Company began integrating global
distribution channels, augmenting go-to-market strategies and reinventing
product development and positioning plans. The Company's 2001 focus was to
stabilize and reach profitability by reducing overhead and operating costs,
increasing the average selling price on products and reducing product direct
material costs.
While the Company generated positive cash flow in 2001 and the first six
months of 2002, and generated an operating profit in 2001, there can be no
assurance that revenue levels, gross margins and working capital can continue to
be managed to achieve similar results and maintain adequate liquidity.
Circumstances that are reasonably likely to affect liquidity include changes in
technology, dependence on key customers, decrease in demand for the Company's
products and reliance on Kontron for financing and research and development
support.
The Company intends to continue funding its own cash needs in 2002 without
significant assistance from Kontron. In the first quarter of 2002, the Company
repaid $1.0 million to Kontron, consisting of $620,000 in accrued interest and
$388,000 in principal. In the second quarter of 2002, the Company repaid an
additional $264,000 in accrued interest. The Company has also finalized a
$750,000 line of credit with a commercial bank and if necessary, intends to use
this line of credit to fund potential cash requirements in excess of its current
cash flow projection. There were no borrowings outstanding on this line of
credit at June 30, 2002.
On January 29, 2002, Kontron agreed to provide financial support to enable
the Company to meet its cash flow needs and obligations as and when they become
due through December 31, 2002. The Company has a line of credit agreement with
Kontron which allows for borrowings of up to 8.5 million Euros for operations
($8.4 million based on June 30, 2002 exchange rate.) Borrowings under this
agreement bear interest at 11% per annum (payable monthly), with no stated
maturity date. Outstanding borrowings under this line of credit were $7.1
million at June 30, 2002.
Cash provided by operating activities was $278,686 for the first six months
of 2002, compared to $21,206 in the comparable period in 2001. The primary
reasons for the improvement relate to timing of receivable collections and
changes in other working capital items. Accounts receivable decreased to $1.1
million at June 30, 2002 from $3.0 million at December 30, 2001 due to
collections and lower revenue levels. Inventories increased to $1.5 million at
June 30, 2002 from $1.2 million at December 30, 2001 due to the timing of
inventory purchases required by a new supplier. Prepaid expenses decreased to
$0.1 million at June 30, 2002 from $0.3 million at December 30, 2001 due to the
return of a deposit from a former supplier. Accounts payable decreased to $0.6
million at June 30, 2002 from $1.3 million at December 30, 2001 due to timing of
inventory purchases and payments. Accrued liabilities decreased to $0.1 million
at June 30, 2002, from $0.8 million at December 30, 2001 due to the first and
second quarter payments of accrued interest to Kontron.
Cash used for investing activities was $33,818 relating to purchases of
property and equipment. Cash provided by financing activities was $90,797
relating to a partial repayment of the notes to Kontron of $387,614, offset by
net proceeds from forward contracts of $478,411.
8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 2002 the Company had $7.1 million outstanding on its line of
credit from Kontron. This loan bears interest at 11% per annum, payable monthly.
Both the principal amount borrowed under the line of credit and interest payable
thereunder are payable in Euros. See the earlier discussion under "Foreign
Currency Transactions" for a description of the foreign currency forward
contract in effect. All remaining transactions of the Company are conducted and
accounts are denominated in U.S. dollars. Based on its overall foreign currency
rate exposure at June 30, 2002, the Company does not believe that a hypothetical
10% change in foreign currency rates would materially adversely affect its
financial position or results of operations.
The Company has no derivative financial instruments or derivative commodity
instruments in its cash and cash equivalents. The Company had $2.4 million in
cash and cash equivalents at June 30, 2002. Based on analysis, shifts in money
market rates would have an immaterial impact on the Company.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in legal actions in the ordinary course of its
business. Although the Company cannot predict the outcome of any such legal
actions, management believes that there is no pending legal proceeding against
or involving the Company for which the outcome is likely to have a material
adverse effect upon the Company's financial position, results of operations or
cash flows.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
An Annual Meeting of Shareholders was held on May 21, 2002. The
shareholders voted to elect six directors, each of whom will serve until such
director's successor shall have been elected and shall qualify or until such
director's earlier death, resignation, removal or disqualification. Management's
entire slate of six directors was elected to serve until the next Annual Meeting
of Shareholders by the following vote tallies:
Authority
For Withheld
--- --------
David C. Malmberg 13,264,020 76,905
Pierre McMaster 13,264,020 76,905
William P. Perron 13,263,270 77,655
Richard L. Poss 13,264,020 76,905
Thomas Sparrvik 13,263,920 77,005
Rudolf Wieczorek 13,264,020 76,905
ITEM 5. OTHER INFORMATION
None.
9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 3.1 Second Amended and Restated Articles of Incorporation
of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement filed on
Form S-1, File No. 333-18335)
Exhibit 3.2 Second Amended and Restated Bylaws of the Company
(incorporated by reference to Exhibit 3.4 to the
Company's Registration Statement filed on Form S-1,
File No. 333-18335)
Exhibit 3.3 Articles of Merger amending the Company's Articles of
Incorporation effective June 4, 2001 (incorporated by
reference to the exhibit 3.1 filed with the Company's
Report on Form 8-K filed June 4, 2001)
Exhibit 99.1 Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certification of President pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
None.
10
SIGNATURE
The undersigned hereby certifies in his capacity as an officer of Kontron
Mobile Computing, Inc. (the "Company") that the Quarterly Report of the Company
on Form 10-Q for the period ended June 30, 2002 fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934 and that
the information contained in such report fairly presents, in all material
respects, the financial condition of the Company at the end of such period and
the results of operations of the Company for such period.
KONTRON MOBILE COMPUTING, INC.
Date: August 14, 2002
/s/ Thomas Sparrvik
----------------------------------------
Thomas Sparrvik, Chief Executive Officer
(as authorized officer)
11