<PAGE>
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 September 30, 1999
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 Identification No.)
incorporation of organization)
614 Corporate Way, Valley Cottage, NY 10989
(Address of principal executive offices)
(914) 268-5000
(Registrant's telephone number )
Not applicable
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1994 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:
Common Stock, $.001 par value - 4,827,569 shares as of November 8, 1999
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1: Financial Statements
Micros-to-Mainframes, Inc
Condensed Consolidated Balance Sheets
September 30, March 31,
1999 1999
(unaudited)
Assets
Current Assets
Cash and cash equivalents $ 384,826 $ 678,680
Accounts receivable, net 14,879,771 16,891,070
Inventories 2,248,049 1,428,736
Prepaid expenses and other current assets 979,406 736,844
Deferred income taxes 80,000 84,100
----------- ----------
Total current assets 18,572,052 19,819,430
Property, plant and equipment 2,881,460 2,360,427
Less accumulated deprecation and amortization 1,342,260 1,170,173
---------- ---------
1,539,200 1,190,254
Goodwill, net of accumulated amortization 3,646,388 717,781
Investment in Pivot Technologies, Inc. - 1,067,217
Other Assets 159,579 155,078
----------- ------------
Total assets $23,917,219 $ 22,949,760
=========== ============
Liabilities and Shareholders' Equity
Current liabilities:
Secured notes payable $ 2,300,000 $ 980,000
Inventory financing agreement 2,825,052 3,811,218
Accounts payable and accrued expenses 3,091,592 4,397,724
---------- -----------
Total current liabilities 8,216,644 9,188,942
Deferred Income taxes 85,000 90,500
Total Liabilities ---------- -----------
8,301,644 9,279,442
Commitments and Contingencies
Shareholders' Equity
Common stock 4,828 4,446
Additional paid-in capital 14,702,864 12,883,170
Retained earnings 907,883 782,702
---------- ----------
Total shareholders' equity 15,615,575 13,670,318
---------- ----------
Total liabilities and shareholders' equity $23,917,219 $22,949,760
=========== ===========
See accompanying footnotes
<PAGE>
Micros-to-Mainframes, Inc
Condensed Consolidated Statements of Income
Unaudited Six Months
Ended September 30
1999 1998
--------------------------
Revenue
Products $ 26,568,418 $ 22,091,164
Service related sales 10,818,956 10,047,525
------------- ------------
37,387,374 32,138,689
------------- ------------
Costs and expenses:
Cost of products sold 24,978,853 21,515,483
Cost related to service sales 7,447,481 5,908,034
------------ -----------
32,426,334 27,423,517
Selling, general and administrative expenses 4,717,263 4,600,093
Interest expenses 49,810 8,236
------------ ----------
37,193,407 32,031,846
------------ ----------
Other Income 17,214 608,298
------------ ----------
Income before income taxes 211,181 715,141
Provision for income taxes 86,000 293,000
----------- -----------
Net income $ 125,181 $ 422,141
=========== ===========
Net income per common share:
Basic $ 0.03 $ 0.10
=========== ===========
Diluted $ 0.03 $ 0.10
=========== ===========
Weighted average number of common and common
equivalent shares used in calculation
Basic 4,698,531 4,435,129
========== =========
Diluted 4,766,836 4,443,289
========== =========
See accompanying notes
<PAGE>
Micros-to-Mainframes, Inc
Condensed Consolidated Statements of Income
Unaudited Three Months
Ended September 30
1999 1998
-------------------------
Revenue
Products $ 13,506,123 $ 10,048,623
Service related sales 5,518,196 5,017,507
---------- ----------
19,024,320 15,066,130
---------- ----------
Costs and expenses:
Cost of products sold 12,622,846 9,675,348
Cost related to service sales 3,937,044 3,002,556
----------- ----------
16,559,890 12,677,904
----------- ----------
Selling, general and administrative expenses 2,338,238 2,317,137
Interest expenses 44,166 5,273
---------- ----------
18,942,295 15,000,314
---------- ----------
Other Income 6,396 297,843
---------- ----------
Income before income taxes 88,421 363,659
Provision for income taxes 36,000 149,000
---------- ----------
Net income $ 52,420.92 $ 214,659
=========== ===========
Net income per common share:
Basic $ 0.01 $ 0.05
========== ===========
Diluted $ 0.01 $ 0.05
========== ===========
Weighted average number of common and common
equivalent shares used in calculation
Basic 4,827,569 4,419,884
========== ==========
Diluted 4,895,874 4,430,109
========== ==========
See accompanying notes
<PAGE>
Micros-to-Mainframes, Inc
Condensed Consolidated Statement of Cash Flows
Unaudited
Six Months Ended
September 30,
1999 1998
---------------------
Operating activities
Net Income $ 125,181 $ 422,141
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization 269,023 181,200
Deferred Income Taxes 4,100 206,800
Loss from investment in Pivot 1,589
Changes in operating assets and liabilities:
Decrease in accounts receivable 2,141,317 2,822,361
Decrease (Increase) in inventory (819,313) 37,222
Increase in prepaid expenses and
other current assets (366,562) (129,768)
Increase (Decrease) in other assets 499 (37,469)
Decrease in accounts payable and
accrued expenses (2,339,871) (2,607,226)
Decrease in deferred revenue - (540,000)
Decrease in income taxes payable - (373,284)
------------------------
Net cash used in operating activities (984,037) (18,023)
Investing activities
Investment in Pivot Technologies, Inc (874,841)
Acquisition of property and equipment (270,090) (111,205)
Purchase of subsidiary, net of cash acquired (371,227) -
------------------------
Cash used in investing activities (641,317) (986,046)
------------------------
Financing activities
Repurchase of Common Stock (131,040)
Proceeds from secured notes payable 1,320,000
Proceeds from exercise of stock options 11,500
------------------------
Cash provided by(used in) financing activities 1,331,500 (131,040)
------------------------
Net decrease in cash (293,854) (1,135,109)
Cash at the beginning of period 678,680 3,991,593
Cash at the end of period ------------------------
$ 384,826 $ 2,856,484
==========================
Supplement disclosures of cash flow information
Cash paid during the quarter for:
Interest $ 33,672 $ 8,236
Income taxes $ 15,700 $ 552,363
Supplement schedule of noncash financing activities:
Acquisition of Pivot Technologies, Inc.
Warrants issued $ 370,771
Common stock issued $ 1,437,804
See accompanying footnotes
<PAGE>
Micros-to-Mainframes, Inc.
Notes to Condensed Consolidated Financial Statements
1. Summary of Significant Accounting Policies
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements of Micros-to-Mainframes, Inc. and its wholly-owned
subsidiaries Data.Com Results Inc., MTM Advanced Technology, Inc.
and Pivot Technologies, Inc hereafter referred to as the "Company"
have been prepared in accordance with 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 three and six months ended September 30, 1999 are
not necessarily indicative of the results that may be expected
for the year ending March 31, 2000. For further information, refer
to the consolidated financial statements and footnotes thereto
included in the Company's Annual Report Form 10-K (Commission
file number 0-22122) for the fiscal year ended March 31, 1999.
INVENTORIES
Inventories, which are comprised principally of computer hardware
and software, are stated at the lower-of-cost or market using the
first-in, first-out (FIFO) method.
RECLASSIFICATION
Certain amounts have been reclassified to conform to the current
year presentation.
2. Acquisition of Pivot Technologies, Inc
On May 18, 1998, the Company acquired 19.9% of Pivot Technologies,
Inc. ("Pivot"), a remote network servicer, and an option (the
"Option") to cause the merger of Pivot into a to-be-created wholly
owned subsidiary of the Company. In consideration for the Option
and the Pivot shares, the Company paid Pivot (exclusive of the
merger consideration payable upon any exercise of the Option)
$475,000 and made further payments, as defined in the Purchase and
Option Agreement, of $346,000 over a five-month period commencing
one month after closing. Pursuant to the Option, the shareholders
of Pivot (exclusive of the Company) would receive 377,130 shares of
the Company's common stock, five-year warrants to acquire 100,000
shares of the Company's common stock at $2.916767 per share, with
one-third such warrants becoming exercisable at the end of each of
the first three years after the exercise of the Option and $337,600
in cash. The Option had an initial term of six months and was
extended for three additional one-month terms for additional cash
consideration of $240,000. Such further payments gave the Company
<PAGE>
the right to increase its ownership to 33.4% for no further
consideration. The Company also incurred acquisition costs of
approximately $20,000. On February 22, 1999, the Company increased
its ownership to 33.4%.
The investment in Pivot was accounted for under the equity method
of accounting whereby earnings or losses from the investment are
reflected in the Company's earnings based on the Company's pro rata
ownership interest. The net loss from this investment for the
period from April 1, 1999 to June 1, 1999 aggregated approximately
$1,600.
On June 2, 1999, the Company acquired the remaining 66.6% ownership
of Pivot. In consideration, Pivot shareholders received 377,129
shares of the Company's common stock; five-year warrants to acquire
100,000 shares of the Company's common stock at $2.916767 per
share, exercisable immediately; and $262,603 in cash. The Company
also paid $100,000 to the Pivot shareholders in consideration for
the shareholders' covenant not to compete. Additionally, the
Company entered into employment agreements which require the
payment of approximately $335,000 annually through March 2002. The
approximate value of the consideration for 100% of ownership of
Pivot was approximately $3,356,000 and approximately $75,000 for
other expenses.
<PAGE>
3. Shareholders' Equity
PREFERRED STOCK:
At the Annual Meeting of Shareholders on August 20, 1996, the
Company amended its Certificate of Incorporation, eliminating the
old Series A preferred stock and authorizing a new class of
2,000,000 shares of "blank check" preferred stock, par value $.001
per share. As of September 30, 1999, there were no preferred
shares issued and outstanding.
EMPLOYEE STOCK OPTION PLAN:
The 1993 Employee Stock Option Plan (the 1993 Plan) was adopted by
the Company in May 1993 .The 1996 Stock Option Plan (the 1996 Plan)
was approved by the shareholders of the Company on August 20, 1996
and the 1998 Stock Option Plan (the 1998 Plan) was approved by the
shareholders of the Company on October 16, 1998. The Plans provide
for granting of options, including incentive stock options,
non-qualified stock options and stock appreciation rights to
qualified employees (including officers and directors) of the
Company, independent contractors, consultants and other
individuals, to purchase up to an aggregate of 250,000, 350,000
and 250,000 shares of common stock in the 1993 Plan,1996 Plan and
1998 Plan, respectively. The exercise price of options generally,
may not be less than 100% of the fair market value of the
Company's common stock at the date of grant. Options may not be
exercised more than ten years after the date of grant. Options
granted under the Plans become exercisable in accordance
with different vesting schedules depending on the duration of the
options.
Information regarding the Company's stock option plans is summarized
below:
1993 Plan 1996 Plan
-----------------------------------------------
Number Option Number Option
of Exercise of Exercise
Options Price Per Options Price Per
Share Share
Outstanding at March 31, 1999 158,334 $1.25-$7.00 199,700 $1.625- 4.43
Options issued during
The First Quarter 2000 9,000 $3.625-4.0625
Options exercised during
The First Quarter 2000 (4,000) $2.875
Options issued during
The Second Quarter 2000 106,500 $2.50- $2.594
------- -------
158,334 $1.25-$7.00 311,200 $2.25-$4.43
======= =======
There have been no transactions relating to the 1998 Plan through
September 30, 1999
<PAGE>
WARRANT:
In connection with the acquisition of Pivot Technologies, Inc, the
Company issued 100,000 Stock Purchase Warrants to Pivot's shareholders
as part of the consideration price of the transaction. Each Warrant
allows the holder to purchase one Micros-to-Mainframes, Inc. common
share at a price of $2.916767, exercisable immediately. As of September
30, 1999, the 100,000 Stock Purchase Warrants were outstanding.
Item 2.
Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The following table sets forth for the periods indicated certain
items in the Company's Consolidated Statements of Income expressed as
a percentage of that period's net sales.
Percentage of Sales
Six Months ended Three Months ended
September 30, September 30,
1999 1998 1999 1998
---------------------------------------
Product Sales............... 71.06% 68.74% 70.99% 66.70%
Services related sales ..... 28.94 31.26 29.01 33.30
Net Sales ................... 100.00 100.00 100.00 100.00
Cost of product sales ( as a
% of Product sales)...... 94.02 93.67 93.46 96.29
Cost related to services (as a
% of service related sales) 68.84 58.80 71.35 59.84
Total Direct costs( as a % of
Total sales)............. 86.73 85.33 87.05 84.15
Selling, general and
administrative expenses. 12.62 14.31 12.29 15.38
Income before income taxes... 0.56 2.23 0.46 2.41
Net Income................... 0.33 1.31 0.28 1.42
The Company had net sales of approximately $37,387,000 for the Six
Months Ended September 30, 1999 (the "2000 Period"), as compared to
approximately $32,139,000 for the Six Months Ended September 30, 1998
(the "1999 Period"). The Company had net sales of approximately
$19,024,000 for the Three Months Ended September 30, 1999 (the "2000
Quarter"), as compared to $15,066,000 for the Three Months Ended
September 30, 1998 (the "1999 Quarter"). The increase in sales of
approximately 16% and 26% for the 2000 Period and 2000 Quarter,
respectively, were primarily attributable to increase in product sales
of $4,477,000 and $3,458,000 for the 2000 Period and 2000 Quarter,
respectively, and increase in the service related sales of approximately
$771,000 and $500,000 for the 2000 Period and Quarter. The revenue
related to the service and consulting business was approximately
$10,819,000 for the 2000 Period and approximately $5,518,000 in the 2000
Quarter as compared to approximately $10,048,000 for the 1999 Period
and approximately $5,018,000 for the 1998 Quarter. These represent an
increase in revenue of approximately 20% and 34% for the products sales
and 8% and 10% for the service related sales for the 2000 Period and
Quarter, respectively. The increase sales was due to the combination of
increased sales to new and existing customers.
As a percentage of net sales, total direct cost of products
sold decreased by approximately 2% for the 2000 Period and 4% for the
1999 Quarter, respectively. As a percentage of net sales total direct
cost of services sold increased by approximately 2% and 11% for the
2000 and 1999 Period and Quarter, respectively.
<PAGE>
The Company increased its technical personnel salaries to approximately
$3,568,000 from approximately $2,788,000 or a 28% increase in the 2000
Period as compared to the 1999 Period and an increase to approximately
$1,978,000 from approximately $1,407,000 or a 41% increase in the 2000
Quarter as compared to the 1999 Quarter . Technical services personnel,
increased to 134 employees in the 2000 Period from 107 employees in the
comparable period of the prior year, an increase of 16%. This increase
in personnel is due to customer demand for the Company's technical and
consulting services, as indicated by the continued growth of the
Company's Advanced Technology Group. The Company expects to hire
additional professional technicians and engineers to handle the
increased demand pertaining to its system consulting outsourcing
business in the future.
Selling, general and administrative expenses ("SG&A") were
approximately $4,717,000 in the 2000 Period as compared to $4,600,000
in the 1999 Period and $2,338,000 for the 2000 Quarter compared to
$2,317,000 for the 1999 Quarter. This represented an increase of
approximately 2% for SG&A during the 2000 Period and 1% during 2000
Quarter as compared to the 1999 Period and Quarter. The increase is
primarily attributable to the expenditures of the newly acquired
subsidiary, the increase in employee payroll, benefits and payroll
taxes.
Other income decreased to approximately $17,000 in the 2000 Period from
approximately $608,000 for the 1999 Period and decreased to
approximately $6,000 in the 2000 Quarter from approximately $298,000 in
the 1999 Quarter . The decrease was due to the Company recognizing in
the 1999 Period and 1999 Quarter $540,000 and $270,000, respectively, as
a result of the contractual payment from BTG, Inc. in February 1998 for
services contracted through the third quarter of 1999.
The effective income tax rates for the 2000 Period and 2000 quarter as
compared to the 1999 Period and 1999 Quarter were approximately 41%.
As a result of the forgoing, the Company had net income of
approximately $125,000 in the 2000 Period compared to $422,000 in the
1999 Period, and $52,000 for the 2000 Quarter compared to $215,000 for
the 1999 Quarter. This represents a decrease of 70% in the 2000 Period
as compared to the 1999 Period and a 76% decrease for the 2000 Quarter
compared to the 1999 Quarter. The Company believes that its recent
investments in personnel, software and equipment, which has increased
overhead and expenses in the 2000 Period and 2000 Quarter, will have
long term benefits for the shareholders.
Liquidity and Capital Resources
The Company measures its liquidity in a number of ways, including the
following:
September 30, March 31
1999 1999
(Dollars in thousands,
except current ratio data)
Cash and cash equivalents............... $ 384 679
Working capital ........................ $10,355 $10,630
Current ratio .......................... 2.26:1 2.16:1
Working capital line available ......... $ 9,175 $ 9,509
<PAGE>
The Company had working capital of approximately $10,355,000 as of
September 30, 1999, a decrease of approximately $275,000 from March 31,
1999.
For the six months ended September 30, 1999, the Company had net cash
used in operating activities of approximately $984,000 derived
primarily from $125,000 of net income, a decrease in accounts receivable
of approximately $2,141,000 offset by decrease in accounts payable of
approximately $2,334,000,offset by an increase in inventory $819,000,
increased in prepaid and other current assets receivable of $367,000.
The Company had cash used in investing activities of approximately
$641,000 from the acquisition of Pivot Technologies, Inc and purchase
of office equipment.
The Company had an increase in its net cash of $1,332,000 from financing
activities, derived from borrowing from its bank of 1,320,000 and
proceeds from options exercised by employees of $11,500.
As a result of the foregoing, the Company had a net decrease in cash of
$294,000.
The Company has entered into two financing agreements for the purchase
of inventory ("floor plan agreements"). These agreements aggregate
approximately $9,300,000 (approximately $6,475,000 and $5,489,000
unused at September 30, 1999 and March 31, 1999, respectively,) and
generally provide for 30-day repayment terms.
The floor-plan agreements generally allow the Company to borrow for a
period of 30 to 60 days interest free. Interest is charged to the
Company only after the due date. In addition, one of these agreements
provides for minimum amounts of tangible net worth and specified
financial ratios.
On January 19, 1999, the Company entered into a new one-year $13,000,000
credit facility with one of its current floor planners. This
$13,000,000 credit facility includes an $8,000,000 floor plan agreement
and a $5,000,000 revolving receivable financing facility. The combined
facility is secured by the Company's assets (other than inventories and
accounts receivable directly financed by other floor planners who have
the lien thereon).
In addition, the Company has a choice of two types of loans: (i) the
prime rate loan, in which interest is calculated at the prime rate
(8.25% at September 30, 1999) on the daily contract balance, and (ii)
the LIBOR loan, in which the unpaid principal amount of LIBOR loans
shall bear interest prior to maturity at a rate per annum equal to the
LIBOR in effect for each interest period, plus 1.5% per annum (6.88% at
September 30, 1999).
On September 30, 1999, the Company's total outstanding debt under the
$5,000,000 revolving receivable financing facility was $2,300,000 which
bears interest at the LIBOR plus 1.5%. The Company also pays an unused
line fee of .125% per annum on the daily average of the unused amount of
the revolving receivable financing facility.
The Company's current ratio increase to 2.26:1 at September30, 1999 from
2.16:1 at March 31, 1999.
<PAGE>
The Company believes that expected cash flow from its operations
combined with available financing arrangements will be sufficient to
satisfy its expected cash requirements for the next 12 months. There can
be no assurance, however, that changes in Company's plans or other
events affecting the Company will not result in unexpected expenditures
or cash requirements.
Year 2000 Issue
Many existing computer systems, including certain of the Company's
Internal systems as well as those that the Company sells to customers,
use only the last two digits to identify years in the date field. As a
result, those systems may not accurately distinguish years in the 21st
century from years in the 20th century, or may not function properly
when faced with years later than 1999. This problem is generally
referred to as the "Year 2000 Issue." Computer systems that are able to
deal correctly with dates after 1999 are referred to as "Year-2000-
Compliant."
Year 2000 Readiness Disclosure
The Company has undertaken a complete and thorough review of all of its
operations to determine those aspects which involve or are dependent
upon a computer application. The Company is reviewing the software and
operating systems for each such application to determine if it is Year-
2000-Compliant. Any such system or application which is not Year-2000-
Compliant is being modified or upgraded to assure the Company's
continued ability to operate without interruption. This process has
been completed. The Company is considered Year 2000 compliance from
other companies upon which it may rely for products or services.
The Company expects to implement successfully the systems and
programming changes necessary to address the Year 2000 Issue. The
Company expects to implement these changes using primarily internal
information technology and other personnel. Moreover, the Company does
not expect the costs associated with that implementation to be material
to the Company's financial position or results of operations.
With respect to products sold to customers, the Company does not
warrant any products sold as Year-2000-Compliant. Instead, the Company
refers customers to warrantees provided by the product's manufacturers.
The Company believes the most reasonably likely worst case Year 2000
scenario would include a combination of some or all of the following:
- - Internal information technology modules or systems may fail to
operate or may give erroneous information. Such failure could result in
shipping delays, inability to generate or delays in generation of
financial reports and statements, inability of the Company to
communicate among its various offices, and computer network downtime
resulting in inefficiencies and higher payroll expenses.
- - Components in HVAC, lighting, telephone, security and similar systems
might fail, causing such systems to fail.
<PAGE>
- - Communications with customers and vendors that the Company depends
upon may fail or give erroneous information. These types of problems
could result in such difficulties as the inability to receive or
process customer orders, shipping delays, or sale of products at
erroneous prices. Furthermore, customers may be unable to, or may
suffer delays, in remitting payments to the Company on timely basis. -
The unavailability of products as a result of Year 2000 problems
experienced by one or more key vendors of the Company, or as a result
of changes in inventory levels at aggregators, VARs and similar
providers in response to an anticipated Year 2000 problem and/or the
inability of the Company to develop alternative sources for products.
- - Products sold to some of the Company's customers could fail to
perform some or all of their intended functions. In such a situation,
the Company's maximum obligation would be to repair or replace the
defective products to the extent the Company is required to do so under
manufacturer warranty.
The Company believes its plans for addressing the Year 2000 Issue as
outlined above are adequate to handle the most reasonably likely worst
case scenario. The Company does not believe it will incur a material
financial impact for the risk of failure, or from the costs associated
with assessing the risks of failure, arising from the Year 2000 Issue.
Consequently, the Company does not intend to create a contingency plan
other than as set forth above. In addition, if the Company's assessment
of its vendors, when completed, indicate that certain product shortages
can be anticipated, the Company may adjust its plans accordingly,
although the Company does believe that it has the capacity to maintain
significant levels of inventory.
The statements above describing the Company's plans and objectives for
handling the Year 2000 Issue and the expected impact of the Year 2000
Issue on the Company are forward-looking statements. Those statements
involve risks and uncertainties that could cause actual results to
differ materially from the results discussed above. Factors that might
cause such a difference include, but are not limited to, delays in
executing the plan outlined above and increased or unforeseen costs
associated with the implementation of the plan and any necessary
changes to the Company's systems. Any inability on the part of the
Company to implement necessary changes in a timely fashion could have
an adverse effect on future results of operations. Moreover, even if
the Company successfully implements the changes necessary to address
the Year 2000 Issue, there can be no assurance that the Company will
not be adversely affected by the failure of others to become Year-2000-
Compliant.
<PAGE>
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Stockholders held on October
12,1999 the following proposals were adopted by the vote specified below:
Proposal For Withheld
Election Authority
1. Election of Directors:
Howard Pavony 4,466,138 57,415
Steve Rothman 4,466,138 57,415
William Lerner 4,465,638 57,915
Arnold Wasserman 4,465,638 57,915
Alvin E. Nashman 4,465,638 57,915
2. Ratification of the appointment of Goldstien Golub Kessler LLP
as independent auditors for fiscal year ending March 31, 2000
For Against Abstain Broker Non-vote
4,487,448 24,685 11,420 0
Item 6. Exhibits
27.1 Financial Data Schedule
<PAGE>
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 : November 8, 1999 By: /s/ Howard A. Pavony
Howard A. Pavony
Chairman of the Board
of Directors
Date : November 8, 1999 By: /s/ Steven H. Rothman
Steven H. Rothman
Chief Executive Officer and
President and Director
Date : November 8, 1999 By: /s/ Frank T. Wong
Frank T. Wong
Vice President - Finance
(Principal Financial and
Accounting Officer) and
Secretary
<PAGE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> SEP-30-1998
<CASH> 385
<SECURITIES> 0
<RECEIVABLES> 14,880
<ALLOWANCES> 0
<INVENTORY> 2,248
<CURRENT-ASSETS> 18,572
<PP&E> 2,881
<DEPRECIATION> 1,342
<TOTAL-ASSETS> 12,917
<CURRENT-LIABILITIES> 8,302
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 15,616
<TOTAL-LIABILITY-AND-EQUITY> 23,917
<SALES> 37,387
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 32,426
<OTHER-EXPENSES> 4,717
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 50
<INCOME-PRETAX> 211
<INCOME-TAX> 86
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 125
<EPS-BASIC> 0.03
<EPS-DILUTED> 0.03
</TABLE>
