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 December 31, 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 December 31, 2002
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TRANSNET CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE________________ ______________22-1892295_________
- -------------------------------- ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
45 Columbia Road, Somerville, New Jersey 08876-3576_
- ---------------------------------------- --------------------
(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 February 11, 2003: 4,774,804.
TRANSNET CORPORATION
FORM 10-Q
TABLE OF CONTENTS
Page No.
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets
December 31, 2002 and June 30, 2002 1
Consolidated Statements of Operations
Three Months Ended December 31, 2002 and 2001 2
Six Months Ended December 31, 2002 and 2001 3
Consolidated Statements of Cash Flows
Six Months Ended December 31, 2002 and 2001 4
Notes to Consolidated Financial Statements 5
Management's Discussion and Analysis 6
PART II. OTHER INFORMATION 9
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i.
14
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, June 30,
2 0 0 2 2 0 0 2
------- -------
(unaudited)
Assets:
Current Assets
Cash and Cash Equivalents $7,201,936 $ 7,035,649
Accounts Receivable - Net 5,496,350 7,553,927
Inventories 823,883 615,646
Other Current Assets 128,565 113,725
Deferred Tax Asset 195,649 195,649
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Total Current Assets 13,846,383 15,514,596
Property and Equipment - Net 520,550 583,490
Other Assets 232,084 238,089
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Total Assets $14,599,017 $16,336,175
=========== ===========
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts Payable $ 309,310 $ 684,823
Accrued Expenses 54,320 419,684
Income Taxes Payable 24,266 228,691
Floor Plan Payable 385,640 1,024,507
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Total Current Liabilities 773,536 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 10,341,265 10,494,254
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Totals 21,102,705 21,255,694
Less: Treasury Stock - At Cost (7,308,200) (7,308,200)
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Total Stockholders' Equity 13,794,505 13,947,494
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Total Liabilities and Stockholders' Equity $14,599,017 $16,336,175
=========== ===========
See Notes to Consolidated Financial Statements.
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
DECEMBER 31,
------------
2 0 0 2 2 0 0 1
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Revenue
Equipment $3,383,589 $ 9,875,110
Service 4,234,032 4,562,967
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Total Revenue 7,617,621 14,438,077
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Cost of Revenue
Equipment 2,983,010 9,253,066
Service 3,225,379 3,100,202
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Total Cost of Revenue 6,208,389 12,353,268
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Gross Profit 1,409,232 2,084,809
Selling, General and Administrative Expenses 1,636,623 1,815,979
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Operating (Loss) Income (227,391) 268,830
---------- -----------
Other Income
Interest Income 11,569 9,406
Interest Income - Related Party -- 5,672
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Total Other Income 11,569 15,078
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(Loss) Income Before Tax Expense (215,822) 283,908
Income Tax (Benefit) Expense (24,924) 107,885
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Net (Loss) Income $ (190,898) $ 176,023
========== ===========
Basic Net Income Per Common Share $ ( 0.04) $ 0.04
========== ===========
Diluted Net Income Per Common Share $ ( 0.04) $ 0.04
========== ===========
Weighted Average Common Shares Outstanding - Basic 4,774,804 4,815,872
========== ===========
Weighted Average Common Shares Outstanding - Diluted 4,839,084 4,990,710
========== ===========
See Notes to Consolidated Financial Statements.
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
SIX MONTHS ENDED
-----------------
DECEMBER 31,
------------
2 0 0 2 2 0 0 1
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Revenue
Equipment $9,000,638 $23,069,269
Service 8,465,415 8,445,198
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Total Revenue 17,466,053 31,514,467
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Cost of Revenue
Equipment 8,089,588 21,790,795
Service 6,172,724 5,666,436
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Total Cost of Revenue 14,262,312 27,457,231
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Gross Profit 3,203,741 4,057,236
Selling, General and Administrative Expenses 3,382,004 3,486,115
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Operating (Loss) Income (178,263) 571,121
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Other Income
Interest Income 25,274 43,343
Interest Income - Related Party -- 11,344
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Total Other Income 25,274 54,687
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(Loss) Income Before Tax Expense (152,989) 625,808
Income Tax (Benefit) Expense -- 223,825
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Net (Loss) Income $ (152,989) $ 401,983
========== ===========
Basic Net Income Per Common Share $ (0.03) $ 0.08
========= ==========
Diluted Net Income Per Common Share $ (0.03) $ 0.08
========= ===========
Weighted Average Common Shares Outstanding - Basic 4,774,804 4,815,872
========== ===========
Weighted Average Common Shares Outstanding - Diluted 4,884,547 4,977,520
========== ===========
See Notes to Consolidated Financial Statements.
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
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DECEMBER 31,
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2 0 0 2 2 0 0 1
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Operating Activities:
Net Income $ (152,989) $ 401,983
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Adjustments to Reconcile Net Income
to Net Cash:
Depreciation and Amortization 102,100 61,474
Provision for Doubtful Accounts (7,000) 39,726
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable 2,064,577 (3,316,543)
Inventory (208,237) (552,856)
Other Current Assets (14,840) 146,193
Other Assets (980) (1,194)
Increase (Decrease) in:
Accounts Payable and Accrued Expenses (740,874) (474,591)
Other Current Liabilities (204,428) --
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Total Adjustments 990,318 (4,097,791)
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Net Cash - Operating Activities - Forward 837,329 (3,695,808)
Investing Activities:
Capital Expenditures (32,174) (117,961)
Financing Activities -
Floor Plan Payable- Net (638,867) (289,928)
----------- -----------
Net Increase (Decrease) in Cash and Cash
Equivalents 166,288 (4,103,697)
Cash and Cash Equivalents at Beginning of Periods 7,035,649 6,301,210
----------- -----------
Cash and Cash Equivalents at End of Periods $ 7,201,936 $ 2,197,513
=========== ===========
See Notes to Consolidated Financial Statements.
TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information as of December 31, 2002 and 2001 is unaudited)
(1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Consolidation: The consolidated financial statements include the
accounts of TransNet Corporation and its wholly owned subsidiary Century
American Corporation (the "Company"). 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 quarter ended December 31, 2002
and on 4,815,872 weighted shares outstanding for the quarter ended December 31,
2001. Earnings per common share - diluted are based on 4,839,084 weighted shares
outstanding for the quarter ended December 31, 2002 and on 4,990,710 weighted
shares outstanding for the quarter ended December 31, 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Revenues for the three months ended December 31, 2002 were $7,617,621 as
compared with $14,438,077 for the quarter ended December 31, 2001. For the
quarter ended December 31, 2002 the Corporation reported a net loss of $190,898
as compared with net income of $176,023 for the similar period in the prior
fiscal year. For the six months ended December 31, 2002 revenues were
$17,466,053, as compared to $31,514,467 reported for the similar period in the
prior fiscal year, with a net loss of $152,989 for the six-month period ended
December 31, 2002, compared with net income of $401,983 for the same period in
the prior fiscal year. The decrease in revenues in the three and six-month
periods ended December 31, 2002 is due primarily to a decrease in hardware
sales, which was partially attributable to delays of orders and/or projects by
many of the Corporation's largest customers due to their budget freezes and/or
restraints, the slowdown of the overall economy, especially related to IT
spending. The Corporation's increased use of the direct ship-agency model, as
described below, also contributed to the decrease.
The net loss for the quarter and six-month period ended December 31, 2002 is
attributable, as referenced above, to the decrease in hardware sales, delays in
large-scale projects, decreased service revenues and technical staff utilization
and related decreases in profit margins on technical services. Service and
training related revenues are significant in their contributions to earnings
because these operations yield a higher profit margin than equipment sales.
Although current expectations are that the delays are for approximately six
months, because the delays are client-based, management cannot determine in
which quarters services will be provided, nor can management 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. For the six-month periods ended December 31, 2002 and 2001,
respectively, revenues from the provision of service, support, outsourcing and
network integration were largely the result of the Corporation renewing and/or
entering into service contracts with a number of large corporate clients. Most
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.
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 many 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.
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 also utilizes new trends such as
manufacturers' direct shipment and billing of the customers in exchange for
payment to the Corporation of an "agency fee" as a means to reduce equipment
related costs while increasing profits. Management believes that this approach,
although it may impact revenues, insulates the corporation from challenges which
may accompany sudden price dereases, hardware obsolescence and delays collection
of receivables.
Management's current marketing strategy is designed to emphasize provision of
technical services and sales of lower revenue/higher profit margin products
related to service and support operations. In this regard, management continues
its concentration on sales of network and system integration products which
yield higher profit margins. 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. Although there is
uncertainty as to the economic future, management is cautiously optimistic,
particularly with respect to education sales. 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. In addition, the Corporation's buying
agreement with Ingram Micro, Inc. enhances the Corporation's competitive edge
through product discounts unavailable through other sources.
With respect to selling, general and administrative expenses, although actual
expenses decreased as a result of management's cost control measures, due to
decreased revenues, selling, general and administrative expenses increased to
approximately 21% of revenue for the quarter and 11% for the six month period
ended December 31, 2002. Selling, general and administrative expenses were
approximately 13% of revenues for the same time periods in fiscal 2001.
Management continues its efforts to control and reduce administrative and
personal related costs.
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. The
amount due under this fianancing decreased for the quarter and six months ended
December 31, 2002 due to the decrease in hardware sales. Inventory increased in
the quarter and six-month periods due to orders received at the end of the
period ended December 31, 2002 as compared to the corresponding periods in the
prior fiscal year.
Accounts receivable and payable decreased for the quarter and six months ended
December 31, 2002 as compared to the same periods in 2001 as a direct result of
the decrease in revenues and to reduction of payables. Cash levels increased in
the three and six-months ended December 31, 2002 as compared to the
corresponding periods in 2001 as a result of expenses required to finance the
hardware sales in the 2001 period.
Interest income increased in the 2002 quarter due to larger amounts invested,
but decreased in the six-month period as compared to the same period in 2001
primarily due to the lower interest rates available on investments as well as
lower amounts invested.
For the fiscal quarter and six months ended December 31, 2002, as in the similar
periods in the prior year, 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.
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 2000 quarter the Corporation made
a contribution to the Plan and made payment of specified sanctions. During the
March 2001 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.
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.
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: February 12, 2003
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: February 12, 2003
/s/ Steven J. Wilk
- ----------------------------------------------------
Steven J. Wilk
Chief Executive Officer
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: February 12, 2003
/s/ John J. Wilk
- --------------------------------------------------
John J. Wilk
Chief Financial Officer
Certification
Pursuant to 18 U.S.C.ss.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 December 31,
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: February 12, 2003
/s/ Steven J. Wilk
- --------------------------------------------------
Steven J. Wilk
Chief Executive Officer
This certification is being furnished solely pursuant to 18 U.S.C ss.1350 and is
not being filed as part of the Report or as a separate disclosure document
Certification
Pursuant to 18 U.S.C.ss.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 December 31,
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: February 12, 2003
/s/ John J. Wilk
- ---------------------------------------------
John J. Wilk
Chief Financial Officer
This certification is being furnished solely pursuant to 18 U.S.C ss.1350 and is
not being filed as part of the Report or as a separate disclosure document