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 MARCH 31, 2003
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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
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For Quarter Ended MARCH 31, 2003
TRANSNET CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 22-1892295
- ------------------------------ -----------------------------------------
(State or other jurisdiction of (I.R.S. 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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 9, 2003: 4,774,804
TRANSNET CORPORATION
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FORM 10-Q
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TABLE OF CONTENTS
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PAGE NO.
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PART I. FINANCIAL INFORMATION
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Consolidated Balance Sheets
March 31, 2003 and June 30, 2002 1
Consolidated Statements of Operations
Three Months Ended March 31, 2003 and 2002 2
Nine Months Ended March 31, 2003 and 2002 3
Consolidated Statements of Cash Flows
Nine Months Ended March 31, 2003 and 2002 4
Notes to Consolidated Financial Statements 5
Management's Discussion and Analysis 6
PART II. OTHER INFORMATION 10
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i.
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, June 30,
2 0 0 3 2 0 0 2
--------- --------
(unaudited)
ASSETS:
Current Assets
Cash and Cash Equivalents $ 8,033,258 $ 7,035,649
Accounts Receivable - Net 4,835,483 7,553,927
Inventories 1,068,179 615,646
Other Current Assets 96,135 113,725
Deferred Tax Asset 195,649 195,649
------------ ------------
Total Current Assets $ 14,228,704 $ 15,514,596
Property and Equipment - Net 476,200 583,490
Other Assets 229,570 238,089
------------ ------------
Total Assets $ 14,934,474 $ 16,336,175
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable $ 241,358 $ 684,823
Accrued Expenses 169,502 419,684
Income Taxes Payable -- 228,691
Floor Plan Payable 1,148,162 1,024,507
------------ ------------
Total Current Liabilities $ 1,559,022 2,357,705
------------ ------------
Deferred Tax Liability 30,976 30,976
Commitments and Contingencies -- --
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 9,891,236 10,494,254
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Totals 20,652,676 21,255,694
Less: Treasury Stock - At Cost (7,308,200) (7,308,200)
------------ ------------
Total Stockholders' Equity 13,344,476 13,947,494
------------ ------------
Total Liabilities and Stockholders' Equity $ 14,934,474 $ 16,336,175
============ ============
See Notes to Consolidated Financial Statements.
1
TRANSNET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------------
2 0 0 3 2 0 0 2
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Revenue:
Equipment Sales $ 3,160,515 $ 5,149,277
Service 4,436,372 4,458,271
------------------- --------------------
Total Revenue 7,596,887 9,607,548
------------------- --------------------
Cost of Revenue:
Equipment Sales 2,933,333 4,573,938
Service 3,402,486 3,021,369
------------------- --------------------
Total Cost of Revenue: 6,335,819 7,595,307
------------------- --------------------
Gross Profit 1,261,068 2,012,241
------------------- --------------------
Selling, General and Administrative Expenses 1,723,318 1,805,333
Operating (Loss) Income: (462,250) 206,908
--------------------- --------------------
Other Income:
Interest Income 12,221 7,004
Interest Income-Related Party -- --
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Total Other Income 12,221 7,004
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Income (Loss) Before Provision
For Income Taxes (450,029) 213,912
Provision for Income Taxes -- 81,287
------------------- --------------------
Net (Loss) Income $ (450,029) $ 132,625
=================== ====================
Basic Net (Loss) Income per Common Share $ (0.09) $ 0.03
=================== ====================
Diluted Net (Loss) Income per Common Share $ (0.09) $ 0.03
=================== ====================
Weighted Average Common Shares Outstanding - Basic 4,774,804 4,815,872
=================== ====================
Weighted Average Common Shares Outstanding - Diluted 4,841,841 4,973,667
=================== ====================
See Notes to Consolidated Financial Statements.
2
TRANSNET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED MARCH 31,
----------------------------------
2 0 0 3 2 0 0 2
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Revenue
Equipment Sales $ 12,161,153 $ 28,218,546
Service 12,901,787 12,903,469
------------------- --------------------
Total Revenue 25,062,940 41,122,015
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Cost of Revenue:
Equipment Sales 11,022,921 26,364,729
Service 9,575,210 8,687,805
------------------- --------------------
Total Cost of Revenue 20,598,131 35,052,534
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Gross Profit 4,464,809 6,069,481
------------------- --------------------
Selling, General and Administrative Expenses 5,105,322 5,291,448
------------------- --------------------
Operating (Loss) Income (640,513) 778,033
-------------------- --------------------
Other Income:
Interest Income 37,495 50,347
Interest Income-Related Party -- 11,344
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Total Other Income 37,495 61,691
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(Loss) Income before Tax Expense (603,018) 839,724
Income Tax (Benefit) Expense -- 305,112
------------------- --------------------
Net (Loss) Income $ (603,018) $ 534,612
==================== ====================
Basic Net (Loss) Income per Common Share $ (0.13) $ 0.11
==================== ====================
Diluted Net (Loss) Income per Common Share $ (0.12) $ 0.11
==================== ====================
Weighted Average Common Shares Outstanding -Basic 4,774,804 4,815,872
=================== ====================
Weighted Average Common Shares Outstanding -Diluted 4,841,841 4,976,252
=================== ====================
See Notes to Consolidated Financial Statements.
3
TRANSNET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED MARCH 31,
----------------------------------
2 0 0 3 2 0 0 2
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Operating Activities:
Net (Loss) Income $ (603,018) $ 534,612
--------------- ----------------
Adjustments to Reconcile Net Income
to Net Cash:
Depreciation and Amortization 154,578 114,764
Provision For Doubtful Accounts (1,581) 61,026
Deferred Income Taxes -- (246)
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable 2,720,025 (822,658)
Inventory (452,533) 324,799
Other Current Assets 26,410 19,171
Other Assets (1,959) (1,194)
Increase (Decrease)in:
Accounts Payable and Accrued Expenses (693,647) (593,390)
Other Current Liabilities (237,511) --
--------------- ----------------
Total Adjustments 1,513,782 (897,728)
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Net Cash - Operating Activities 910,764 (363,116)
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Investing Activities:
Capital Expenditures (36,810) (143,390)
Mortgage Receivable Proceeds - Related Party -- 250,000
--------------- ----------------
Net Cash - Investing Activities (36,810) (106,610)
Financing Activities:
Floor Plan Payable 123,655 (1,717,868)
--------------- ----------------
Net Cash - Financing Activities 123,655 (1,717,868)
--------------- ----------------
Net (Decrease) Increase in Cash and Cash Equivalents $ 997,609 $ (1,974,374)
Cash and Cash Equivalents- Beginning of periods $ 7,035,649 $ 6,301,210
--------------- ----------------
Cash and Cash Equivalents- End of periods $ 8,033,258 $ 4,326,836
=============== ================
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ --
Income Taxes $ 33,083 $ 436,000
See Notes to Consolidated Financial Statements.
4
TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information as of March 31, 2003 and 2002 is unaudited)
(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 three and nine month
periods ended March 31, 2003 and 4,815,872 weighted shares outstanding
for the three and nine months periods ended March 31, 2002. Earnings per
common share - diluted are based on 4,841,841 weighted shares outstanding
for the period ended March 31, 2003 and on 4,973,667 weighted shares
outstanding for the period ended March 31, 2002.
(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.
5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Revenues for the three months ended March 31, 2003 were $7,596,887 as compared
with $9,607,548 for the quarter ended March 31, 2002. For the quarter ended
March 31, 2003, the Corporation reported a net loss of $450,029 as compared with
net earnings of $132,625 for the similar period in the prior fiscal year. For
the nine months ended March 31, 2003, revenues were $25,062,940, as compared to
$41,122,015 reported for the similar period in the prior fiscal year, with a net
loss of $603,018 for the nine-month period ended March 31, 2003, compared with
net earnings of $534,612 for the same period in the prior fiscal year. The
decrease in revenues in the three and nine-month periods ended March 31, 2003 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, and to the slowdown of
the overall economy, especially related to IT spending.
The net loss for the quarter and nine-month period ended March 31, 2003 is
attributable, as referenced above, to the decrease in hardware sales, delays in
large-scale projects, decreased 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. Based on its
meetings with the Corporation's largest customers, management's current
expectations are that IT spending by these customers will resume and increase in
the latter half of calendar 2003 and beyond. In addition, based on indications
from educational customers, the Corporation expects continued growth from these
clients in the first half of fiscal 2004. No assurances can be given, however.
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 three and nine-month periods ended March 31, 2003 and 2002,
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
6
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, and IP
telephony technology, 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 and expansion of its sales of IP telephony products.
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,
7
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, selling, general and administrative expenses increased to
approximately 23% of revenue for the quarter and 20% for the nine month period
ended March 31,2003 due to decreased revenues. Selling, general and
administrative expenses were approximately 19% and 13% of revenues for the same
time periods in fiscal 2002. Management continues its efforts to control and
reduce administrative and personal related costs.
Interest income increased in the in the quarter due to larger amounts invested,
but decreased nine-month period ended March 31, 2003, as compared to similar
periods in the prior fiscal year due to the lower interest rates available.
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 financing increased for the quarter and nine-month periods
ended March 31, 2003 due to the increase in inventory associated with open
hardware orders at the end of the periods. Inventory increased in the quarter
and nine-month periods ended March 31, 2003 as compared to the corresponding
periods in the prior fiscal year also in response to the Corporation's sales
orders which were open at the end of the periods.
Accounts receivable decreased for the quarter and nine-month period ended March
31, 2003, as compared to the same periods in the prior fiscal year as a result
of decreased hardware sales at the end of the quarter. Accounts payable
decreased for the quarter and nine-month period ended March 31, 2003, compared
with the same periods in the prior fiscal year as a result of payment of costs
related to increased inventory. Cash levels increased for the three and
nine-month periods ended March 31, 2003 as compared to the prior year's periods
due to reductions in costs associated with inventory as a result of the decrease
in hardware sales volume.
For the fiscal quarter and nine months ended March 31, 2003, 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
8
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) apply 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 will be subject to a monetary sanction
(which could range from $1,000 to approximately $40,000). In addition, the
Corporation will be 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; CONTINUED COMPETITIVE AND PRICING PRESSURES IN THE
INDUSTRY; PRODUCT SUPPLY SHORTAGES; OPEN-SOURCING OF PRODUCTS OF VENDORS; 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.
9
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Corporation's Annual Meeting of Stockholders was held on February
25, 2003.
At the meeting, the following seven individuals were elected by the
following vote to serve as directors of the Corporation, each to serve until the
next annual meeting of stockholders and until his successor is duly elected and
qualifies.
NAME SHARES VOTED
---- ------------
FOR AUTHORITY WITHHELD
--- ------------------
John J. Wilk 3,961,837 156,647
Steven J. Wilk 3,962,937 155,911
Jay A. Smolyn 3,964,037 154,811
Vincent Cusumano 3,931,637 187,211
Earle Kunzig 3,932,637 186,211
Raymond J. Rekuc 3,932,537 186,311
Susan M. Wilk 3,959,137 159,711
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
10
/s/John J. Wilk
-------------------------------------
John J. Wilk,
Principal Financial and Accounting Officer
and Chairman of the Board of Directors
DATE: May 14, 2003
11
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: May 12, 2003
/s/Steven J. Wilk
- ----------------------------------------------------
Steven J. Wilk
Chief Executive Officer
12
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: May 12, 2003
/s/John J. Wilk
- --------------------------------------------------
John J. Wilk
Chief Financial Officer
13