Form 10-Q
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 the quarterly period ended September 30, 2002
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________to _________________
For Quarter Ended September 30, 2002
TRANSNET CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 22-1892295
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
45 Columbia Road, Somerville, New Jersey 08876-3576
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 908-253-0500
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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 _____
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of November 7, 2002: 4,774,804.
TRANSNET CORPORATION
FORM 10-Q
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets
September 30, 2002 and June 30, 2002 1
Consolidated Statements of Operations
Three Months Ended September 30, 2002 and 2001 2
Consolidated Statements of Cash Flows
Three Months Ended September 30, 2002 and 2001 3
Notes to Consolidated Financial Statements 4
Management's Discussion and Analysis 5
PART II. OTHER INFORMATION 8
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TRANSNET CORPORATION AND SUBSIDIARY
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CONSOLIDATED BALANCE SHEETS
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September 30, June 30,
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2 0 0 2 2 0 0 2
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[Unaudited]
Assets:
Current Assets:
Cash and Cash Equivalents $6,059,190 $7,035,649
Accounts Receivable - Net 6,909,104 7,553,927
Inventories 1,432,542 615,646
Other Current Assets 155,275 113,725
Deferred Tax Asset 195,649 195,649
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Total Current Assets 14,751,760 15,514,596
Property and Equipment - Net 546,945 583,490
Other Assets 234,596 238,089
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Total Assets $15,533,301 $16,336,175
=========== ===========
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts Payable $ 792,961 $ 684,823
Accrued Expenses 176,035 419,684
Income Taxes Payable 49,187 228,691
Floor Plan Payable 498,740 1,024,507
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Total Current Liabilities 1,516,923 2,357,705
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Deferred Tax Liability 30,976 30,976
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Commitments and Contingencies -- --
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Stockholders' Equity:
Capital Stock - Common, $.01 Par Value, Authorized
15,000,000 Shares; Issued 7,469,524 Shares
[of which 2,694,720 are in Treasury] 74,695 74,695
Paid-in Capital 10,686,745 10,686,745
Retained Earnings 10,532,162 10,494,254
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Totals 21,293,602 21,255,694
Less: Treasury Stock - At Cost (7,308,200) (7,308,200)
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Total Stockholders' Equity 13,985,402 13,947,494
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Total Liabilities and Stockholders' Equity $15,533,301 $16,336,175
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See Notes to Consolidated Financial Statements.
1
TRANSNET CORPORATION AND SUBSIDIARY
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CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
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Three months ended
September 30,
2 0 0 2 2 0 0 1
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Revenue:
Equipment $5,617,049 $13,194,159
Services 4,231,383 3,882,231
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Total Revenue 9,848,432 17,076,390
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Cost of Revenue:
Equipment 5,106,577 12,537,729
Services 2,947,346 2,566,234
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Total Cost Revenue 8,053,923 15,103,963
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Gross Profit 1,794,509 1,972,427
Selling, General and Administrative Expenses 1,745,381 1,670,136
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Operating Income 49,128 302,291
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Other Income:
Interest Income 13,705 33,937
Interest Income - Related Party -- 5,672
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Total Other Income - Net 13,705 39,609
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Income Before Tax Expense 62,833 341,900
Income Tax Expense 24,924 115,940
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Net Income $ 37,909 $ 225,960
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Basic Net Income Per Common Share $ 0.01 $ 0.05
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Diluted Net Income Per Common Share $ 0.01 $ 0.05
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Weighted Average Common Shares
Outstanding - Basic 4,774,804 4,815,872
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Weighted Average Common Shares
Outstanding - Diluted 4,849,813 4,930,607
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See Notes to Consolidated Financial Statements.
2
TRANSNET CORPORATION AND SUBSIDIARY
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CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
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Three months ended
September 30,
2 0 0 2 2 0 0 1
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Operating Activities:
Net Income $ 37,909 $ 225,960
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Adjustments to Reconcile Net Income to Net Cash:
Depreciation and Amortization 50,871 43,258
Provision for Doubtful Accounts (7,000) 18,726
Changes in Assets and Liabilities
(Increase) Decrease in:
Accounts Receivable 651,823 (2,669,409)
Inventory (816,896) (517,146)
Other Current Assets (41,550) 32,466
Other Assets -- (1,194)
Increase (Decrease) in:
Accounts Payable and Accrued Expenses (135,511) (161,378)
Other Current Liabilities (179,505) --
Deferred Income -- 100,000
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Total Adjustments (477,768) (3,154,677)
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Net Cash - Operating Activities (439,859) (2,928,717)
Investing Activities:
Capital Expenditures (10,833) --
Financing Activities:
Floor Plan Payable - Net (525,767) (135,339)
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Net (Decrease) in Cash and Cash Equivalents (976,459) (3,064,056)
Cash and Cash Equivalents - Beginning of Periods 7,035,649 6,301,210
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Cash and Cash Equivalents - End of Periods $6,059,190 $3,237,154
========== ==========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the periods for:
Income Taxes $ 204,427 $ 428,750
Interest $ -- $ --
See Notes to Consolidated Financial Statements.
3
TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information as of September 30, 2002 and 2001 is unaudited)
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(1)Summary of Significant Accounting Policies
(a) Consolidation: The consolidated financial statements include the accounts of
the Corporation and its wholly owned subsidiary, Century American Corporation.
Intercompany transactions and accounts have been eliminated in consolidation.
(b) Inventory: Inventory consists of finished goods. The Corporation's inventory
is valued at the lower of cost (determined on the average cost basis) or market.
(c) Cash and Cash Equivalents: For the purposes of the statement of cash flows,
the Corporation considers highly liquid debt instruments, purchased with a
maturity of three months or less, to be cash equivalents.
(d) Earnings Per Share: Earnings per common share - basic are based on 4,774,804
weighted shares outstanding for the period ended September 30, 2002 and on 4,
815,872 weighted shares outstanding for the period ended September 30, 2001.
Earnings per common share - diluted are based on 4,849,813 weighted shares
outstanding for the period ended September 30, 2002 and on 4,930,607 weighted
shares outstanding for the period ended September 30, 2001.
(2) Income Taxes
The Corporation has a deferred tax asset of $195,649 and a deferred tax
liability of $30,976 based upon temporary timing differences including inventory
capitalization, allowance for doubtful accounts, vacation pay accruals and
depreciation.
(3) Reclassification
Certain items from the prior year's financial statements have been reclassified
to conform to the current year's presentation.
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments consisting only of normal recurring
adjustments necessary to present fairly the financial position, the results of
operations and cash flows for the periods presented.
These statements should be read in conjunction with the summary of significant
accounting policies and notes contained in the Corporation's annual report on
Form 10-K for the year ended June 30, 2002.
4
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Revenues for the quarter ended September 30, 2002 were $9,848,432 as compared
with $17,076,390 for the quarter ended September 30, 2001. For the quarter ended
September 30, 2002 the Corporation reported net income of $37,909 as compared
with net income of $225,960 for the corresponding period in 2001. The decrease
in overall revenues is primarily due to a decrease in hardware sales as many of
the Corporation's largest customers delayed orders and projects due to their own
budget freezes and/or restraints. The decrease is also attributable to the
Corporation's increased use of the direct ship-agency model, as described below.
Service and support revenue increased 9% during the quarter ended September 30,
2002 as compared to the prior year's quarter.
The decrease in earnings for the quarter ended September 30, 2002 as compared to
the same period in the prior year is attributable to the decrease in overall
revenues and decreases in gross profit margins on technical services, which
resulted from client delays, and also to a decrease in interest income. Although
current expectations are that the delays are for approximately six months,
because the delays are client- based, management cannot give assurances that
delays will not be longer than expected or that orders will be given. Management
concentrates it efforts on technical service and support, and on sales of
network and system integration products which yield higher profit margins, and
continues its adherence to and implementation of cost control measures. Service
and training related revenues are significant in their contributions to earnings
because these operations yield a higher profit margin than equipment sales. For
the quarter ended September 30, 2002, the increase in revenues from the
provision of service, support, outsourcing and network integration is largely
the result of the Corporation renewing and/or entering into service contracts
with a number of large corporate customers. Many of these contracts are
short-term, usually twelve months or less, and contain provisions which permit
early termination. Although the contracts generally contain renewal terms, there
is no assurance that such renewals will occur.
Management consistently works to obtain the best discounts available to it on
hardware purchases from its distributors. Management continues its concentration
on sales of sophisticated network and system integration products which yield
higher profit margins, and continues adherence to and implementation of cost
control measures. During the quarter ended September 30, 2002, as in the last
twelve months, the Corporation increased its "agency" hardware business, through
which the Corporation partners with various hardware manufacturers. Under these
arrangements, the Corporation provides the manufacturers with hardware orders,
which they ship and invoice directly to the clients, while paying a fee to the
Corporation which is approximately the same or greater than the profit the
Corporation would have realized if it shipped and billed the equipment itself.
Although this reduces the dollar amount of revenues, it reduces costs and
increases profits.
During the fiscal years discussed, the computer industry has experienced a trend
of decreasing prices of computers and related equipment. Management believes
that this trend will continue. Industrywide, the result of price erosion has
been lower profit margins on sales, which require businesses to sell a greater
volume of equipment to maintain past earning levels. Another result of the price
decreases has been intensified competition within the industry, including the
consolidation of businesses through merger or acquisition, the initiation of
sales by certain manufacturers directly to the end-user and the entrance of
manufacturers into technical services business. Management believes that the
adoption of policies by many larger corporate customers, which limit the number
of vendors permitted to provide goods and services for specified periods of
time, has further increased price competition.
The Corporation's performance is also impacted by other factors, many of which
are not within its control. These factors include: the short-term nature of
client's commitments; patterns of capital spending by clients; the timing and
size of new projects; pricing changes in response to competitive factors; the
availability and related costs of qualified technical personnel; timing and
customer acceptance of new product and service offerings; trends in IT
outsourcing; product constraints; and industry and general economic conditions,
which have become more uncertain in recent months.
5
To meet these competitive challenges and to maximize the Corporation's profit
margin, management has modified its marketing strategy during these years and
has enforced expense controls. Management's current marketing strategy is
designed to shift its focus to provision of technical services and to sales of
lower revenue/higher profit margin products related to service and support
operations. Management's efforts include targeting commercial, educational and
governmental customers who provide marketplaces for a wide range of products and
services at one time, a cost-effective approach to sales. These customers often
do not have their own technical staffs and outsource their computer service
requirements to companies such as TransNet. Management believes it maximizes
profits through concentration on sales of value-added applications; promotion of
the Corporation's service and support operations; and strict adherence to cost
cutting controls. In light of the above, management emphasizes and continues the
aggressive pursuit of an increased volume of sales of technical service and
support programs, and promotion of its training services. In the near term, the
Corporation believes that product sales will continue to generate a significant
percentage of the Company's revenues.
Selling, general and administrative expenses increased slightly due to increased
personnel costs, and as a result of the decrease in revenues, increased to
approximately 18% of revenue for the September 2002 quarter from 10% of revenue
for the first quarter of the prior fiscal year. Management continues its efforts
to control and reduce administrative and personal related costs.
Interest income decreased in the 2002 quarter as compared to 2001 primarily due
to the lower amount of cash invested as well as the decrease in interest rates .
Liquidity and Capital Resources
There are no material commitments of the Corporation's capital resources.
The Corporation currently finances a portion of its accounts receivable and
finances purchases of portions of its inventory through floor-planning
arrangements under which such inventory secures the amount outstanding. Floor
planning payables decreased in the 2002 period compared to the same period in
2001 as the result of overall decreased inventory. Inventory increased in the
quarter ended September 30, 2002 as compared to the corresponding period in 2001
as a result of purchase orders received at the end of the quarter.
Accounts receivable decreased for the quarter ended September 30, 2002 as
compared to the same period in 2001 as a direct result of lower revenues.
Accounts payable increased in the first quarter of fiscal 2003 as compared to
the same quarter in fiscal 2002 as a direct result of the increase in inventory
at the end of the quarter. Cash levels decreased in the three months ended
September 30, 2002 as compared to the corresponding period in 2001 as a result
of funds required to finance the increased inventories.
For the fiscal quarter ended September 30, 2002, as in the fiscal quarter ended
September 30, 2001, the internal resources of the Corporation were sufficient to
enable the Corporation to meet its obligations.
In the first quarter of fiscal 1998, management was apprised of an unasserted
possible claim or assessment involving the Corporation's Pension Plan. The Plan
was adopted in 1981 as a defined benefit plan. In 1989, various actions were
taken by the Corporation to terminate the Plan, to convert it to a defined
contribution plan and to freeze benefit accruals. No filing for plan termination
was made with the Pension Benefit Guaranty Corporation (the "PBGC").
Additionally, a final amended and restated plan document incorporating the
foregoing amendments and other required amendments including those required by
the Tax Reform Act of 1986 do not appear to have been properly adopted. In
addition, since 1989, it appears that certain operational violations occurred in
the administration of the Plan including the failure to obtain spousal consent
in certain instances where it was required.
6
The Corporation decided to (i) take corrective action under the IRS Walk-in
Closing Agreement Program ("CAP"), (ii) applied for a favorable determination
letter with respect to the Plan from the IRS, and (iii) terminate the Plan. The
CAP program provides a correction mechanism for "non-amenders" such as the
Corporation. Under CAP, the Corporation was subject to a monetary sanction. In
addition, the Corporation was required to correct, retroactively, operational
violations, and to pay any resulting excise taxes and PBGC premiums and
penalties that may be due. In this regard, in connection with settlement
negotiations with the IRS, during the December 2001 quarter the Corporation made
a contribution to the Plan and made payment of specified sanctions. During the
March 2002 quarter, the Corporation finalized a settlement agreement with the
IRS and is awaiting resolution with the PBGC.
The matters discussed in Management's Discussion and Analysis and throughout
this report that are forward-looking statements are based on current management
expectations that involve risk and uncertainties. Potential risks and
uncertainties include, without limitation: the impact of economic conditions
generally and in the industry for microcomputer products and services;
dependence on key vendors and customers; continued competitive and pricing
pressures in the industry; product supply shortages; open-sourcing of products
of vendors, including direct sales by manufacturers; rapid product improvement
and technological change, short product life cycles and resulting obsolescence
risks; technological developments; capital and financing availability; and other
risks set forth herein.
7
PART II.
OTHER INFORMATION
Item 3. Control and Procedures
The Chief Executive Officer of the Corporation has concluded, based on his
evaluation as of a date within 90 days prior to the date of the filing of this
Report, that the Corporation's disclosure controls and procedures are effective
to ensure that information required to be disclosed by the Corporation in the
reports filed or submitted by it under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and include
controls and procedures designed to ensure that information required to be
disclosed by the Corporation in such reports is accumulated and communicated to
the Corporation's management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
There were no significant changes in the Corporation's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of such evaluation.
Item 6: Exhibits and Reports on Form 8-K
A. Exhibits - None required to be filed for Part II of this report.
B. Reports on Form 8-K - None filed during the quarter for which this report
is submitted.
8
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.
TRANSNET CORPORATION
(Registrant)
/s/ Steven J. Wilk
Steven J. Wilk, President
Chief Executive Officer
/s/ John J. Wilk
John J. Wilk,
Principal Financial and Accounting Officer
and Chairman of the Board of Directors
DATE: November 14, 2002
9
CERTIFICATION
I, Steven J. Wilk, certify that:
1. I have reviewed this quarterly report on Form 10-Q of TransNet Corporation.
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.
Date: November 14, 2002
/s/ Steven J. Wilk
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Steven J. Wilk
Chief Executive Officer
10
CERTIFICATION
I, John J. Wilk, certify that:
1. I have reviewed this quarterly report on Form 10-Q of TransNet Corporation
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.
Date: November 14, 2002
/s/ John J. Wilk
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John J. Wilk
Chief Financial Officer
11
Certification
Pursuant to 18 U.S.C. Sec.1350, the undersigned officer of TransNet Corporation
(the "Corporation"), hereby certifies, to the best of his knowledge, that the
Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30,
2002 (the "Report") fully complies with the requirements of Section 13(a) or
15(d), as applicable, of the Securities Exchange Act of 1934 and that the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Corporation.
Dated: November 14, 2002
/s/ Steven J. Wilk
- --------------------------------------------------
Steven J. Wilk
Chief Executive Officer
This certification is being furnished solely pursuant to 18 U.S.C Sec.1350 and
is not being filed as part of the Report or as a separate disclosure document
12
Certification
Pursuant to 18 U.S.C. Sec.1350, the undersigned officer of TransNet Corporation.
(the "Corporation"), hereby certifies, to the best of his knowledge, that the
Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30,
2002 (the "Report") fully complies with the requirements of Section 13(a) or
15(d), as applicable, of the Securities Exchange Act of 1934 and that the
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Corporation.
Dated: November 14, 2002
/s/ John J. Wilk
- ---------------------------------------------
John J. Wilk
Chief Financial Officer
This certification is being furnished solely pursuant to 18 U.S.C. Sec.1350 and
is not being filed as part of the Report or as a separate disclosure document
13