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 January 31, 2003.
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-28221
M.B.A. HOLDINGS, INC.
(Exact name of business issuer as specified in its charter)
Nevada 87-0522680
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9419 E. San Salvador, Suite 105
Scottsdale, AZ 85258-5510
(Address of principal executive offices) (Zip Code)
(480)-860-2288
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year,
if changed since last report)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Number of Common Stock shares ($0.001 par value) outstanding at March 1, 2003:
1,980,187 shares.
MBA Holdings, Inc
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheets as of January 31, 2003
and October 31, 2002 2
Condensed Consolidated Statements of Loss and Comprehensive Loss
for the three months ended January 31, 2003 and 2002 4
Condensed Consolidated Statements of Cash Flows for the three
months ended January 31, 2003 and 2002 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 8
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 9
ITEM 4 CONTROLS AND PROCEDURES 9
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS 9
SIGNATURES 11
CERTIFICATIONS 12
M.B.A. HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JANUARY 31, 2003 AND OCTOBER 31, 2002
- --------------------------------------------------------------------------------
ASSETS JANUARY 31, OCTOBER 31,
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 772,967 $ 611,520
Restricted cash 66,599 284,966
Investments 112,417 159,042
Accounts receivable 415,594 182,300
Prepaid expenses and other assets 3,546 10,429
Deferred direct costs 4,106,377 4,206,456
Income taxes receivable 100,664 436,778
Deferred income tax asset 262,411 283,271
------------ ------------
Total current assets 5,840,575 6,174,762
------------ ------------
PROPERTY AND EQUIPMENT:
Computer equipment 286,574 285,894
Office equipment and furniture 140,259 140,259
Vehicle 15,000 16,400
Leasehold improvements 80,182 80,182
------------ ------------
Total property and equipment 522,015 522,735
Accumulated depreciation and amortization (384,571) (368,065)
------------ ------------
Property and equipment - net 137,444 154,670
Deferred direct costs 4,698,970 4,599,368
Deferred income tax asset 251,373 284,175
------------ ------------
TOTAL $ 10,928,362 $ 11,212,975
============ ============
(CONTINUED)
See notes to condensed consolidated financial statements.
2
M.B.A. HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
JANUARY 31, 2003 AND OCTOBER 31, 2002
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT JANUARY 31, OCTOBER 31,
2003 2002
------------ ------------
CURRENT LIABILITIES:
Net premiums payable to insurance companies $ 723,645 $ 793,389
Accounts payable and accrued expenses 683,071 632,519
Note payable - officer (Note 7) 106,548 106,548
Capital lease obligation - current portion 5,283 8,222
Deferred revenues 4,669,823 4,783,991
------------ ------------
Total current liabilities 6,188,370 6,324,669
Other liabilities 49,572 49,572
Deferred rent 24,500 31,064
Deferred revenues 5,408,936 5,338,994
------------ ------------
Total liabilities 11,671,378 11,744,299
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' DEFICIT:
Preferred stock, $.001 par value; 20,000,000 shares
authorized; none issued and outstanding
Common stock, $.001 par value; 80,000,000 shares
authorized; 2,011,787 (2003 and 2002) shares issued;
1,980,187 (2003 and 2002) shares outstanding 2,012 2,012
Additional paid-in-capital 200,851 200,851
Accumulated other comprehensive loss (4,567) (5,418)
Retained earnings (885,812) (673,269)
Less: 31,600 shares of common stock in treasury, at cost (55,500) (55,500)
------------ ------------
Total stockholders' deficit (743,016) (531,324)
------------ ------------
TOTAL $ 10,928,362 $ 11,212,975
============ ============
See notes to condensed consolidated financial statements.
3
M.B.A. HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (UNAUDITED)
THREE MONTHS ENDED JANUARY 31, 2003 AND 2002
- --------------------------------------------------------------------------------
JANUARY 31,
2003 2002
----------- -----------
REVENUES:
Vehicle service contract gross income $ 1,348,584 $ 1,652,046
Net mechanical breakdown insurance income 24,200 125,196
MBI administrative service revenue 67,990 90,506
----------- -----------
Total net revenues 1,440,774 1,867,748
----------- -----------
OPERATING EXPENSES:
Direct acquisition costs of vehicle service contracts 1,266,436 1,557,431
Salaries and employee benefits 252,058 322,307
Mailings and postage 2,022 24,518
Rent and lease expense 71,620 66,756
Professional fees 35,120 18,494
Telephone 25,266 17,710
Depreciation and amortization 17,905 20,434
Merchant and bank charges 1,783 1,406
Insurance 2,162 7,930
Supplies 4,293 5,338
License and fees 4,551 4,390
Other operating expenses 20,896 39,263
----------- -----------
Total operating expenses 1,704,112 2,085,977
----------- -----------
OPERATING LOSS (263,338) (218,229)
----------- -----------
OTHER INCOME (EXPENSE):
Finance and other fee income 10,157 6,783
Interest income 2,289 4,765
Interest expense and fees (1,518) (910)
----------- -----------
Other income - net 10,928 10,638
----------- -----------
LOSS BEFORE INCOME TAXES (252,410) (207,591)
INCOME TAXES (39,867) (49,685)
----------- -----------
NET LOSS $ (212,543) $ (157,906)
=========== ===========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.11) $ (0.08)
=========== ===========
AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 1,980,187 1,980,187
=========== ===========
Net loss $ (212,543) $ (157,906)
Other comprehensive (loss) gain net of tax:
Net unrealized (loss) gain on available-for-sale securities 1,416 (164)
----------- -----------
Comprehensive loss $ (211,127) $ (158,070)
=========== ===========
See notes to condensed consolidated financial statements.
4
M.B.A. HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED JANUARY 31, 2003 AND 2002
- --------------------------------------------------------------------------------
JANUARY 31,
--------------------------
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (212,543) $ (157,906)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 17,906 20,434
Unrealized (gain) loss on available-for-sale securities 851 (164)
Deferred income taxes 53,662 13,838
Changes in assets and liabilities:
Restricted cash 218,367 (2,827)
Accounts receivable (233,294) 102,556
Prepaid expenses and other assets 6,883 30,042
Deferred direct costs 477 (983,695)
Net premiums payable to insurance companies (69,744) 141,269
Accounts payable and accrued expenses 50,552 (9,826)
Income taxes receivable 336,114 (64,643)
Other liabilities 0 (24,766)
Deferred rent (6,564) (2,799)
Deferred revenues (44,226) 928,502
----------- -----------
Net cash provided by (used in) operating activities 118,441 (9,985)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (680) (5,890)
Sale of short-term investments 46,625 206
----------- -----------
Net cash provided by (used in) investing activities 45,945 (5,684)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Drawings on line of credit 185,288 --
Repayments of line of credit drawings (185,288) --
Payments on capital lease obligation (2,939) (2,539)
----------- -----------
Net cash (used in) financing activities (2,939) (2,539)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS 161,447 (18,208)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 611,520 1,083,024
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 772,967 $ 1,064,816
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 1,087 $ --
=========== ===========
Cash received from income tax refunds $ 431,186 $ --
=========== ===========
See notes to condensed consolidated financial statements.
5
M.B.A. HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED JANUARY 31, 2003 AND 2002
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
In accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X, the accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information. Accordingly, not all
of the information and notes required by generally accepted accounting
principles for complete financial statements are included. The unaudited interim
financial statements furnished herein reflect all adjustments (which include
only normal, recurring adjustments), in the opinion of management, necessary for
a fair statement of the results for the interim periods presented. Operating
results for the three months ended January 31, 2003 may not be indicative of the
results that may be expected for the year ending October 31, 2003. For further
information, please refer to the consolidated financial statements and notes
thereto included in the Company's Form 10-K for the year ended October 31, 2002.
2. NET LOSS PER SHARE
Net loss per share is calculated in accordance with SFAS No. 128, EARNINGS PER
SHARE that requires dual presentation of BASIC and DILUTED EPS on the face of
the statements of loss and requires a reconciliation of the numerator and
denominator of basic and diluted EPS calculations. Basic loss per common share
is computed on the weighted average number of shares of common stock outstanding
during each period. Loss per common share assuming dilution is computed on the
weighted average number of shares of common stock outstanding plus additional
shares representing the exercise of outstanding common stock options using the
treasury stock method. As the company has a net loss for the three months ended
January 31, 2003 and 2002, the average number of outstanding shares for basic
and dilutive net loss per share is 1,980,187.
3. OTHER COMPREHENSIVE GAIN (LOSS)
Other comprehensive gain for the three months ended January 31, 2003 resulted
from unrealized gains of $1,416 on available-for-sale investments. At January
31, 2002, there was $164 of unrealized losses on available-for-sale investments.
4. INVESTMENTS
All of the Company's investments (U.S. treasury bonds and certificates of
deposits) are classified as available-for-sale and are stated at estimated fair
value determined by the quoted market price.
5. INCOME TAXES
Provision for income taxes and related income tax receivable in the period ended
January 31, 2003 reflect the Company's intent to carry back the current year
losses to recover federal income taxes paid in previous years. Similar
provisions for recoverable state income taxes were not provided, as Arizona law
does not allow for loss carry back.
Deferred income taxes are recorded based on differences between the financial
statement and tax basis of assets and liabilities based on income tax rates
currently in effect.
6. RELATED PARTY TRANSACTIONS
The Company leases its office space from Cactus Partnership. The managing
partner of Cactus Partnership is Gaylen Brotherson, the Chief Executive Officer.
Rent expense for this office space was $71,620 and $66,756 for the three months
ended January 31, 2003 and 2002, respectively. The current lease expires on
December 31, 2003.
6
On February 13, 2002, Gaylen Brotherson, the Chief Executive Officer, loaned the
Company $73,398 and on October 31, 2002 loaned an additional $30,000. The loans
mature on the anniversary date of the separate notes and the bear interest at a
rate of 6%.
7. TREASURY STOCK
As of January 31, 2003 and 2002, the Company has purchased 31,600 shares of the
Company's common stock. These shares were purchased for the purpose of
retirement and bonuses to employees. Management will explore additional uses of
the stock.
8. COMMITMENTS AND CONTINGENCIES
The Company is subject to claims and lawsuits that arise in the ordinary course
of business, consisting principally of alleged errors and omissions in
connection with the sale of insurance and personnel matters and of disputes over
outstanding accounts. The Company is currently involved in a dispute with one of
its associated insurance companies over alleged wrongdoing, an alleged breach of
its Administrative Agreement and over reimbursement for claims and cancellation
expenditures. The Company maintains a $40,000 reserve for claims arising in the
ordinary course of business and believes that this reserve is sufficient to
cover the costs of such claims. On the basis of information presently available,
management does not believe the settlement of any such claims or lawsuits will
have a material adverse effect on the financial position, results of operations
or cash flows of the Company.
The Company has available a $300,000 working capital line of credit which was
renewed on February 28, 2002 and expires on February 28, 2003. Borrowings under
the line of credit bear interest at a variable rate per annum equal to the sum
of 3.15 % plus the thirty day dealer commercial paper rate, as published in The
Wall Street Journal and are collateralized by the Company's investments. There
were no borrowings outstanding at January 31, 2003.
9. NEW ACCOUNTING PRONOUNCEMENTS
In August 2001, the FASB issued SFAS No. 144, ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS, which supercedes SFAS No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF and
amends Accounting Principles Board Opinion No. 30, REPORTING THE RESULTS OF
OPERATIONS -- REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, AND
EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING EVENTS AND TRANSACTIONS. The
new rules apply to the classification and impairment analysis conducted on
long-lived assets other than certain intangible assets, resolve existing
conflicting treatment on the impairment of long-lived assets and provide
implementation guidance regarding impairment calculations. SFAS No. 144 also
expands the scope to include all distinguishable components of an entity that
will be eliminated from ongoing operations in a disposal transaction. The
Company adopted the standard beginning November 1, 2002. The adoption will not
have a significant impact on the Company's financial position or results of
operations.
In May 2002, the FASB issued SFAS No. 145, "RESCISSION OF FASB STATEMENTS NO. 4,
44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL CORRECTIONS AS OF
APRIL 2002", that, among other things, rescinded SFAS No. 4, "REPORTING GAINS
AND LOSSES FROM EXTINGUISHMENT OF DEBT." With the rescission of SFAS No. 4,
companies generally will no longer classify early extinguishment of debt as an
extraordinary item. The provision related to the rescission is effective for
fiscal years beginning after May 15, 2002, and early application is encouraged.
The Company adopted the standard beginning November 1, 2002. The adoption will
not have a significant impact on the Company's financial position or results of
operations.
In July, 2002, the FASB issued SFAS No. 146, "ACCOUNTING FOR COSTS ASSOCIATED
WITH EXIT OR DISPOSAL ACTIVITIES", which replaces Emerging Issues Task Force
Issue No. 94-3, "LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION BENEFITS
AND OTHER COSTS TO EXIT AN ACTIVITY (INCLUDING CERTAIN COSTS INCURRED IN A
RESTRUCTURING)." The new standard requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. The provisions of SFAS
146 are effective for disposals after December 31, 2002. The Company adopted the
standard beginning November 1, 2002. The adoption will not have a significant
impact on the Company's financial position or results of operations.
7
10. RECLASSIFICATIONS
Certain prior period amounts have been reclassified to conform to the current
period presentation.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and footnotes that appear elsewhere in this report.
FORWARD-LOOKING STATEMENTS:
This report on Form 10-Q contains forward-looking statements. Additional written
or oral forward-looking statements may be made by us from time to time in
filings with the Securities and Exchange Commission or otherwise. The words
"believe," "expect," "anticipate," and "project," and similar expressions
identify forward-looking statements, which speak only as of the date the
statement was made. Such forward-looking statements are within the meaning of
that term in section 27A of the Securities and Exchange Act of 1934, as amended.
Such statements may include, but not be limited to, projections of revenues,
income or loss, capital expenditures, plans for future operations, financing
needs or plans, the impact of inflation, and plans relating to our products or
services, as well as assumptions relating to the foregoing. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from those set forth in, contemplated by, or
underlying the forward-looking statements. Statements in this Report, including
the Notes to Condensed Consolidated Financial Statements (Unaudited) and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," describe factors, among others, that could contribute to or cause
such differences.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JANUARY 31, 2003 AND 2002
NET REVENUES
Net revenues for the fiscal quarter ended January 31, 2003 totaled $1,441,000, a
decrease of $427,000 from the comparable 2002 quarter. The decline occurred in
all areas of the Company's business and is the result of continued competition
from vehicle manufacturers and others. The Company traditionally derives a large
portion of its business from Credit Unions. These institutions are experiencing
difficulty in competing with the zero percent interest programs being offered by
manufacturers. Further hindering the revenue stream is the decrease in economic
activity in the United States economy as a whole.
OPERATING EXPENSES
Operating costs decreased to $1,704,000 in the quarter ended January 31, 2003
down $382,000 from the $2,086,000 expended in the quarter ended January 31,
2002. The decrease is the result of a continuation of the Company's actions to
curtail expenses wherever possible. The Company has incurred additional
professional fee expenses in order to defend itself in a dispute with one of its
associated insurance companies. The dispute alleges wrongdoing, a breach of its
Administrative Agreement and over reimbursement for claims and cancellation
expenditures. The Company maintains a reserve for claims arising in the ordinary
course of business and believes that this reserve is sufficient to cover the
costs of such claims.
OTHER INCOME (EXPENSE)
Other income (expense) remained essentially unchanged in the quarter ended
January 31, 2003 at approximately $11,000. There were no significant income or
expense items in either of the comparative periods.
8
INCOME TAXES
Provision for income taxes of $40,000 was recorded recognizing the Company's
intent to carry back the current year losses to recover federal income taxes
paid in prior years. This reduced tax has been partially offset by changes in
the temporary differences created by the fluctuation in the deferred revenue and
cost balances. Similar provisions for recoverable state income taxes were not
recorded, as Arizona law does not allow for loss carryback.
LIQUIDITY AND CAPITAL RESOURCES
COMPARISON OF JANUARY 31, 2003 AND OCTOBER 31, 2002
Working capital at January 31, 2003 consisted of current assets of $5,841,000
and current liabilities of $6,188,000, or a current ratio of 0.94 : 1. At
October 31, 2002 the working capital ratio was 0.98 : 1 with current assets of
$6,175,000 and current liabilities of $6,325,000. Cash, cash equivalents and
restricted cash decreased $57,000 primarily as a result of a change in the
Company's claims cutoff procedures. The Company make all outstanding claims
payments at the end of each month in order to prepare timely billings to its
insurance companies. Accounts receivable decreased $234,000 as a result of these
timely billings.
Deferred Revenues decreased $44,000 and Deferred Direct Costs remained
essentially unchanged from balances at October 31, 2002. Deferred revenues
consist of VSC gross sales and estimated administrative service fees related to
MBI policies. Deferred direct costs are costs that are directly related to the
sale of VSCs. Both revenues and costs are deferred and amortized over the
periods of the policy term. The change is not significant.
The Company collects funds throughout the year and remits a portion of the funds
to the insurance companies. As of January 31, 2003, the amount owed to insurance
companies decreased $70,000 over the balance at October 31, 2002. The change is
due to the timing of payments remitted to the insurance companies.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Since the Company does not underwrite its own policies, a change in the current
rates of inflation is not expected to have a material effect on the Company.
However, the precise effect of inflation on operations cannot be determined.
Under the terms of the Company's VSC contracts that are reinsured with highly
rated insurance companies such as Fireman's Fund Insurance Company and Heritage
RRG, the Company is primarily responsible for liability under these contracts.
In the unlikely event that the third party reinsuring companies were unable to
meet their contractual commitments to the Company, the Company itself would be
required to perform under the contracts. Such an event could have a material
adverse effect on the Company's operations.
The Company does not have any outstanding debt or long-term receivables.
Therefore, it is not subject to significant interest rate risk.
ITEM 4 CONTROLS AND PROCEDURES
In the quarter ended January 31, 2003, we did not make any significant changes
in, nor take any corrective actions regarding our internal controls or other
factors that could significantly affect these controls. We periodically review
our internal controls for effectiveness and we have performed an evaluation of
disclosure controls and procedures during this quarter. We will conduct a
similar evaluation each quarter.
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
The Company is subject to claims and lawsuits that arise in the ordinary course
of business, consisting principally of alleged errors and omissions in
connection with the sale of insurance and personnel matters and of disputes over
outstanding accounts. The Company is currently involved in a dispute with one of
its associated insurance companies over alleged wrongdoing, an alleged breach of
its Administrative Agreement and over reimbursement for claims and cancellation
expenditures. The Company maintains a $40,000 reserve for claims arising in the
9
ordinary course of business and believes that this reserve is sufficient to
cover the costs of such claims. On the basis of information presently available,
management does not believe the settlement of any such claims or lawsuits will
have a material adverse effect on the financial position, results of operations
or cash flows of the Company.
Item 2 Changes in Securities and Use of Proceeds
None
Item 3 Defaults upon Senior Securities
None
Item 4 Submissions of Matters to a Vote of Security Holders
None
Item 5 Other Information
None
Item 6 Exhibits and Reports on form 8-K
(a) Exhibit Index
Exhibit 99.1 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 99.3 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 99.4 Certification of Chief Financial Officer 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
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereto duly authorized.
MBA Holdings, Inc.
Dated: March 6, 2003 By: /s/ Gaylen Brotherson
------------- -------------------------------------
Gaylen Brotherson
Chairman of the Board and Chief
Executive Officer
Dated: March 6, 2003 By: /s/ Dennis M. O'Connor
------------- -------------------------------------
Dennis M. O'Connor
Chief Financial Officer
11