FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended: SEPTEMBER 30, 2002
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934
For the transition period from _________________ to _________________
Commission File Number: 0-14786
AUTOINFO, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-2867481
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
6401 Congress Ave., Suite 230, Boca Raton, FL 33487
(Address of principal executive office)
(561) 988-9456
(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 |_|
Number of shares outstanding of the Registrant's common stock as of November 7,
2002:
27,347,923 shares of common stock, $.001 par value.
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES |X| NO |_|
Transitional Small Business Format
YES |_| NO |X|
AUTOINFO, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information:
Item 1. Consolidated Financial Statements: Page
Balance Sheets
September 30, 2002 (unaudited) and December
31, 2001 (audited)........................................... 3
Statements of Operations (unaudited)
Three and nine months ended September 30, 2002 and 2001........ 4
Statements of Cash Flows (unaudited)
Three and nine months ended September 30, 2002 and 2001........ 5
Notes to Unaudited Financial Statements.......................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................. 10
Item 4. Controls and Procedures.......................................... 10
Part II. Other Information ................................................. 14
Signatures.................................................................. 15
2
AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2002 2001
------------ ------------
Unaudited Audited
ASSETS
Cash and cash equivalents $ 498,000 $ 885,000
Short-term investments -- 13,000
Accounts receivable 3,117,000 1,358,000
Other current assets 89,000 65,000
------------ ------------
Total current assets 3,704,000 2,321,000
Fixed assets, net of depreciation 34,000 37,000
Loan receivable 100,000 100,000
------------ ------------
$ 3,838,000 $ 2,458,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Loan payable $ 500,000 $ 500,000
Accounts payable and accrued liabilities 2,267,000 1,140,000
------------ ------------
Total current liabilities 2,767,000 1,640,000
------------ ------------
Convertible subordinated debentures 575,000 575,000
------------ ------------
Stockholders' Equity
Common stock - authorized 100,000,000 shares
$.001 par value; issued and outstanding -
27,298,000 shares as of September 30, 2002 and
December 31, 2001 27,000 27,000
Additional paid-in capital 18,014,000 18,014,000
Retained deficit (17,545,000) (17,798,000)
------------ ------------
Total stockholders' equity 496,000 243,000
------------ ------------
$ 3,838,000 $ 2,458,000
============ ============
See notes to condensed unaudited consolidated financial statements
3
AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
---------------------------- ----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Gross revenues $ 13,715,000 $ 5,308,000 $ 5,412,000 $ 2,041,000
Cost of transportation 11,328,000 4,235,000 4,498,000 1,606,000
------------ ------------ ------------ ------------
Net revenues 2,387,000 1,073,000 914,000 435,000
------------ ------------ ------------ ------------
Commissions 1,292,000 423,000 495,000 180,000
Operating expenses 728,000 648,000 274,000 220,000
------------ ------------ ------------ ------------
2,020,000 1,071,000 769,000 400,000
------------ ------------ ------------ ------------
Income from operations 367,000 2,000 145,000 35,000
------------ ------------ ------------ ------------
Other charges (credits):
Investment income (16,000) (30,000) (6,000) --
Interest expense 116,000 80,000 39,000 39,000
------------ ------------ ------------ ------------
100,000 50,000 33,000 39,000
------------ ------------ ------------ ------------
Income (loss) before income taxes 267,000 (48,000) 112,000 (4,000)
Income taxes 12,000 -- 5,000 --
------------ ------------ ------------ ------------
Net income (loss) $ 255,000 $ (48,000) $ 107,000 $ (4,000)
============ ============ ============ ============
Basic and diluted net (loss)
income per share: $.01 ($.00) $.00 ($.00)
============ ============ ============ ============
Weighted average number of
common and common
equivalent shares 27,875,000 27,298,000 27,996,000 27,298,000
------------ ------------ ------------ ------------
See notes to condensed unaudited consolidated financial statements
4
AUTOINFO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
2002 2001
----------- ---------
Cash flows from operating activities:
Net income (loss) $ 255,000 $ (48,000)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 14,000 8,000
Gain on sales of securities (1,000) (10,000)
Net unrealized holding gain -- (4,000)
Changes in assets and liabilities:
Accounts receivable (1,759,000) (449,000)
Other current assets (24,000) (13,000)
Accounts payable and accrued liabilities 1,126,000 123,000
----------- ---------
Net cash used in operating activities (389,000) (393,000)
----------- ---------
Cash flows from investing activities:
Capital expenditures (12,000) (33,000)
Proceeds from sale of short-term investments 14,000 216,000
----------- ---------
Net cash provided by investing activities 2,000 183,000
----------- ---------
Cash flows from financing activities:
Increase in borrowings, net -- 399,000
----------- ---------
Net cash provided by financing activities -- 399,000
----------- ---------
Net increase (decrease) in cash and cash equivalents (387,000) 189,000
Cash and cash equivalents, beginning of period 885,000 725,000
----------- ---------
Cash and cash equivalents, end of period $ 498,000 $ 914,000
=========== =========
See notes to condensed unaudited consolidated financial statements
5
AUTOINFO, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Forward Looking Statements
Certain statements made in this Quarterly Report on Form 10-QSB are
"forward-looking statements"(within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of management
for future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. Our
plans and objectives are based, in part, on assumptions involving judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein
particularly in view of the current state of our operations, the inclusion of
such information should not be regarded as a statement by us or any other person
that our objectives and plans will be achieved. Factors that could cause actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, the factors set forth under the
headings "Business", and "Certain Factors That May Affect Future Growth," under
Part I, Item 1, of our Annual Report on Form 10-KSB for the year ended December
31, 2001 as filed with the Securities and Exchange Commission.
Note 1. - Business and Summary of Significant Accounting Policies
Business
As a result of our acquisition of Sunteck Transport, Inc. ("Sunteck") in
December 2000, we are a full service third party transportation logistics
provider. Our services include ground transportation coast to coast, local pick
up and delivery, warehousing, air freight and ocean freight. We have strategic
alliances with less than truckload (LTL), truckload, air, rail and ocean common
carriers to service our customers' needs.
We have full service offices in Florida, New Jersey, Missouri, North
Carolina, Georgia and Illinois and independent sales agents in eleven states and
Canada. Our services include arranging for the transport of customers' freight
from the shippers location to the designated destination. We do not own any
trucking equipment and rely on independent carriers for the movement of
customers' freight. We seek to establish long-term relationships with our
customers and provide a variety of logistics services and solutions to eliminate
inefficiencies in our customers' supply chain management.
Sunteck, which was formed in 1997, is a full service third party
transportation logistics provider. Its supply chain services include ground
transportation coast to coast, local pick up and delivery, warehousing, air
freight and ocean freight. Sunteck has developed strategic alliances with Less
than Truckload (LTL), truckload, air, rail and ocean common carriers to service
its customers' needs.
6
Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Company have been prepared using the
accrual basis of accounting under accounting principles generally accepted in
the United States of America ("GAAP").
The consolidated financial statements, which are unaudited, have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). In management's opinion, these financial statements include
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of the results of operations for the interim periods
presented. The results of operations for the three and nine months ended
September 30, 2002 and 2001 are not necessarily indicative of results to be
expected for the entire year. Pursuant to SEC rules and regulations, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been omitted from these statements. The
consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes included in our Annual
Report on Form 10-KSB for the year ended December 31, 2001 as filed with the
SEC.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly-owned. All significant
intercompany balances and transactions have been eliminated in consolidation.
Revenue Recognition
Gross revenues consist of the total dollar value of services purchased by
customers. We act primarily as the service provider for these transactions and
recognize revenue as services are rendered.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements"
("SAB 101"). SAB 101, as amended, summarizes some of the SEC's views in applying
generally accepted accounting principles to revenue recognition in financial
statements. The adoption of SAB 101 did not have a material effect on the
financial statements.
Provision for Doubtful Accounts
The Company has established an allowance for doubtful accounts based upon
historical trends.
Short-term Investments
Short-term investments as of December 31, 2001 consisted of marketable
securities and were carried at market value. There were no short-term
investments as of September 30, 2002.
Fixed Assets
Fixed assets as of September 30, 2002 and December 31, 2001, consisting
primarily of furniture, fixtures and office equipment, were carried at cost net
of accumulated depreciation. Depreciation of fixed assets was provided on the
straight-line method over the estimated useful lives of the related assets which
range from three to five years.
7
Income (Loss) Per Share
Basic income (loss) per share is based on net income (loss) divided by the
weighted average number of common shares outstanding. Common stock equivalents
outstanding were 698,000 and 577,000 for the three and nine month periods ended
September 30, 2002, respectively, and were antidilutive in the prior year
periods.
Use of Estimates
The preparation of these financial statements in conformity with GAAP
requires management to make certain estimates and assumptions. These estimates
and assumptions affect the reported amounts of assets, liabilities and
contingent liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the periods presented. The Company
believes that all such assumptions are reasonable and that all estimates are
adequate, however, actual results could differ from those estimates.
Income Taxes
The Company utilizes the asset and liability method for accounting for
income taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. These differences relate
principally to timing differences in the deductibility of certain expenses and
the future benefits to be recognized upon the utilization of certain operating
loss carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Deferred tax assets that
are not expected to be realized are reduced by a valuation allowance.
Stock-Based Compensation
The Company has adopted Statement of Financial Accounting Standards No.
123, "Accounting for Stock Based Compensation" ("SFAS 123"). As permitted by
SFAS 123, the Company has chosen to continue to apply Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and,
accordingly, no compensation cost has been recognized for stock options in the
accompanying financial statements.
8
Note 2 - Income Tax Expense
Components of income taxes follow:
Nine Months Ended Three Months Ended
September 30, 2002 September 30, 2002
-------------------------- --------------------------
Current Deferred Current Deferred
----------- ----------- ----------- -----------
Tax expense before application of
operating loss carryforwards $ 100,000 $ -- $ 43,000 $ --
Tax expense (benefit) of operating
loss carryforwards (88,000) 88,000 (38,000) 38,000
Change in valuation allowance -- (88,000) -- (38,000)
----------- ----------- ----------- -----------
Tax expense $ 12,000 $ -- $ 12,000 $ --
=========== =========== =========== ===========
September December
30, 2002 31, 2001
----------- -----------
Deferred tax assets:
Net operating loss
carryforward $ 6,128,000 $ 6,216,000
----------- -----------
Gross deferred tax assets 6,128,000 6,216,000
Less: valuation allowance (6,128,000) (6,216,000)
----------- -----------
Deferred tax asset $ -- $ --
=========== ===========
9
AUTOINFO, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition And Results of Operations
Cautionary statement identifying important factors that could cause our actual
results to differ from those projected in forward looking statements.
Pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this report are advised that this
document contains both statements of historical facts and forward looking
statements. Forward looking statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
indicated by the forward looking statements. Examples of forward looking
statements include, but are not limited to (i) projections of revenues, income
or loss, earnings per share, capital expenditures, dividends, capital structure
and other financial items, (ii) statements of our plans and objectives with
respect to business transactions and enhancement of shareholder value, (iii)
statements of future economic performance, and (iv) statements of assumptions
underlying other statements and statements about our business prospects.
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations should be read in conjunction with our unaudited
consolidated financial statements and the notes thereto appearing elsewhere in
this report.
General
As a result of our acquisition of Sunteck Transport, Inc. ("Sunteck") in
December 2000, we are a full service third party transportation logistics
provider. Our services include ground transportation coast to coast, local pick
up and delivery, warehousing, air freight and ocean freight. We have strategic
alliances with less than truckload (LTL), truckload, air, rail and ocean common
carriers to service our customers' needs.
We have full service offices in Florida, New Jersey, Missouri, North
Carolina, Georgia and Illinois and independent sales agents in eleven states and
Canada. Our services include arranging for the transport of customers' freight
from the shippers location to designated destinations. We do not own any
trucking equipment and we rely on independent carriers for the movement of
customers' freight. We seek to establish long-term relationships with our
customers and provide a variety of logistics services and solutions to eliminate
inefficiencies in our customers' supply chain management.
Sunteck, which was formed in 1997, is a full service third party
transportation logistics provider. Its supply chain services include ground
transportation coast to coast, local pick up and delivery, warehousing, air
freight and ocean freight. Sunteck has developed strategic alliances with Less
than Truckload (LTL), truckload, air, rail and ocean common carriers to service
its customers' needs.
Results of Operations
In the transportation industry, results of operations generally show a
seasonal pattern as customers reduce shipments during the winter months. This
industry trend has not had a significant impact on our results of operations or
our cash flows in recent years. Also, inflation has not materially affected our
operations due to the short-term transactional basis of our business. However,
we cannot fully predict the impact seasonality and inflation may have in the
future.
10
Three and nine months ended September 30, 2002 and 2001
During the year ended December 31, 2001, we began to implement our
strategic growth business plan consisting primarily of the expansion of client
services, the opening of regional operations centers in key geographical markets
and the addition of independent sales agents. As a result, as of September 30,
2002 we had six full service offices and independent sales agents in eleven
states and Canada as compared with three full service offices and independent
sales agents in five states as of September 30, 2001. Our net revenues (gross
revenues less cost of transportation) are the primary indicator of our ability
to source, add value and resell service that are provided by third parties and
are considered to be our primary measurement of growth. Therefore, the
discussion of the results of operations below focuses on the changes in our net
revenues. The increases in net revenues and all related cost and expense
categories are the direct result of our business expansion.
The following table represents certain statement of operation data as a
percentage of net revenues:
Nine Months Ended Three Months Ended
September 30, September 30,
2002 2001 2002 2001
------ ------ ------ ------
Net revenues 100.0% 100.0% 100.0% 100.0%
------ ------ ------ ------
Commissions 54.1% 39.4% 54.2% 41.4%
Operating expenses 30.5% 60.4% 30.0% 50.6%
Other charges 4.2% 4.7% 3.6% 8.9%
------ ------ ------ ------
Income (loss) before income taxes 11.2% (4.5%) 12.3% (0.9%)
------ ------ ------ ------
Revenues
Gross revenues, consisting of freight fees and other related services
revenue, totaled $5,412,000 and $13,715,000 for the three and nine month periods
ended September 30, 2002, as compared with $2,041,000 and $5,308,000 in the
prior year periods. Net revenues were $914,000 and $2,387,000 for the three and
nine month periods ended September 30, 2002, as compared with $435,000 and
$1,073,000 in the prior year periods.
Costs and expenses
Commissions totaled $495,000 and $1,292,000 for the three and nine month
periods ended September 30, 2002, as compared with $180,000 and $423,000 in the
prior year periods. As a percentage of net revenues, commissions were 54% for
the three and nine month periods ended September 30, 2002, as compared with 41%
and 39% in the prior year periods. This increase is the direct result of higher
commission rates related to the Company's business expansion and the addition of
independent sales agents at higher commission rates than historical averages.
Operating expenses totaled $274,000 and $728,000 for the three and nine
month periods ended September 30, 2002, as compared with $220,000 and $648,000
in the prior year periods. As a percentage of net revenues, operating expenses
were 30% and 31% for the three and nine month periods ended September 30, 2002,
as compared with 51% and 60% in the prior year periods. This decrease in
percentage terms is the direct result of management's ability to leverage
selling, general and administrative expenses in connection with the Company's
business expansion.
11
Investment income, primarily consisting of the gain on the sale of
marketable securities and dividend and interest income, was $6,000 and $16,000
for the three and nine month periods ended September 30, 2002, as compared with
$0 and $30,000 in the prior year periods. Substantially all marketable
securities were sold during 2001.
Interest expense totaled $39,000 and $116,000 for the three and nine month
periods ended September 30, 2002, as compared with $39,000 and $80,000 in the
prior year periods. This increase is primarily the result of increased
borrowings in August 2001.
Income taxes
Income taxes were $5,000 and $12,000 for the three and nine month periods
ended September 30, 2002 and consist of state taxes as the Company has a net
operating loss carryforward for Federal Tax purposes.
Net income (loss)
Net income totaled $107,000 and $255,000 for the three and nine month
periods ended September 30, 2002, as compared with losses of ($4,000) and
($48,000) in the prior year periods.
Trends and uncertainties
The transportation industry is highly competitive and highly fragmented.
Our primary competitors are other non-asset based as well as asset based third
party logistics companies, freight brokers, carriers offering logistics services
and freight forwarders. We also compete with shippers internal traffic
departments as well as carriers internal sales and marketing departments
directly seeking shippers' freight. We anticipate that competition for our
services will continue to increase. Many of our competitors have substantially
greater capital resources, sales and marketing resources and experience. We
cannot assure you that we will be able to effectively compete with our
competitors in effecting our business expansion plans.
Our operations were profitable for the three and nine months period ended
September 30, 2002. However, as of September 30, 2002, we had an accumulated
deficit of $17.5 million. Other factors that could adversely affect our
operating results include:
o the success of Sunteck in expanding its business operations; and
o changes in general economic conditions.
We cannot assure you that our revenues will continue to increase or that
our operations will continue to be profitable.
Depending on our ability to generate revenues, we may require additional
funds to expand Sunteck's business operations and for working capital and
general corporate purposes. Any additional equity financing may be dilutive to
stockholders, and debt financings, if available, may involve restrictive
covenants that further limit our ability to make decisions that we believe will
be in our best interests. In the event we cannot obtain additional financing on
terms acceptable to us when required, our ability to expand Sunteck's operations
may be materially adversely affected.
12
Liquidity and capital resources
At September 30, 2002, we had outstanding $575,000 of subordinated
convertible debentures and $500,000 under a Line of Credit. The debentures are
convertible into common stock at the option of the debenture holder at a
conversion price of $0.25 per share and are redeemable, at the option of the
holder, after December 31, 2003. The Line of Credit, obtained from a related
party in August 2001, is secured by accounts receivable and has been extended on
similar terms to mature in August 2003. We believe that we have sufficient
working capital to meet our short-term operating needs and that we will be able
to extend or replace the Line of Credit on terms acceptable to us.
At September 30, 2002, we had liquid assets of approximately $498,000.
The total amount of debt outstanding as of September 30, 2002 was
$1,075,000. The following table presents our debt instruments and their weighted
average interest rates as of September 30, 2002:
Weighted
Balance Average Rate
----------- ------------
Subordinated Debt $ 575,000 12.0%
Line of Credit $ 500,000 17.0%
Inflation and changing prices had no material impact on revenues or the results
of operations for the period ended September 30, 2002.
Item 4. Controls and Procedures
AutoInfo's management, including its Chief Executive Officer and Chief Financial
Officer, have conducted an evaluation of the effectiveness of disclosure
controls and procedures pursuant to Rule 13a-14 and 15d-14 under the Securities
Exchange Act of 1934, as amended. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the disclosure controls and
procedures are effective in ensuring that all material information required to
be filed in this quarterly report has been made known to them in a timely
fashion. There have been no significant changes in internal controls, or in
factors that could significantly affect internal controls, subsequent to the
date the Chief Executive Officer and Chief Financial Officer completed their
evaluation.
13
AUTOINFO, INC. AND SUBSIDIARIES
Part II - OTHER INFORMATION
Item 1 - 5: Inapplicable
Item 6 - Exhibits:
99.1 Chief Executive Officer Certification
99.2 Chief Financial Officer Certification
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
authorized.
AUTOINFO, INC.
(Registrant)
/s/ William I. Wunderlich
---------------------------------------------------
William I. Wunderlich
Executive Vice President and Principal Financial
Officer
Date: November 12, 2002
15
AUTOINFO, INC.
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Harry Wachtel, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of AutoInfo, 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 we 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 function):
(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; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not 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.
/s/ Harry Wachtel
-------------------------------------
Harry Wachtel
President and Chief Executive Officer
Date: November 12, 2002
16
CERTIFICATION
I, William Wunderlich, certify that:
7. I have reviewed this quarterly report on Form 10-QSB of AutoInfo, Inc.;
8. 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;
9. 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;
10. 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 we have:
(d) 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;
(e) 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
(f) 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;
11. 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 function):
(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; and
12. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not 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.
/s/ William Wunderlich
------------------------------
William Wunderlich
Chief Financial Officer
Date: November 12, 2002
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