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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, 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 _________________
For Quarter Ended SEPTEMBER 30, 2003
TRANSNET CORPORATION
--------------------
(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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of November 7, 2003: 4,774,804.
TRANSNET CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 2003 and June 30, 2003 1
Consolidated Statements of Operations
Three Months Ended September 30, 2003 and 2002 2
Consolidated Statements of Cash Flows
Three Months Ended September 30, 2003 and 2002 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis 6
Item 4. Controls and Procedures 9
PART II. OTHER INFORMATION
- ------- -----------------
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 10
i.
================================================================================
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, June 30,
2 0 0 3 2 0 0 3
------- -------
(unaudited)
ASSETS:
CURRENT ASSETS
Cash and Cash Equivalents $ 5,825,421 $ 6,935,623
Accounts Receivable - Net 6,192,198 5,669,313
Inventories 843,339 392,774
Other Current Assets 117,851 16,572
Deferred Tax Asset 256,301 256,301
------------- -------------
TOTAL CURRENT ASSETS $ 13,235,110 $ 13,270,583
PROPERTY AND EQUIPMENT - NET 418,721 444,969
OTHER ASSETS 248,929 247,753
------------- -------------
TOTAL ASSETS $ 13,902,760 $ 13,963,305
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts Payable $ 494,202 $ 382,813
Accrued Expenses 181,210 184,744
Income Taxes Payable 16,414 19,426
Floor Plan Payable 350,448 549,826
------------- -------------
TOTAL CURRENT LIABILITIES $ 1,042,274 1,136,809
------------- -------------
DEFERRED TAX LIABILITY 91,631 91,631
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 9,315,615 9,281,625
------------- -------------
Totals 20,077,055 20,043,065
Less: Treasury Stock - At Cost (7,308,200) (7,308,200)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 12,768,855 12,734,865
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,902,760 $ 13,963,305
============= =============
See Notes to Consolidated Financial Statements.
1
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
2003 2002
---- ----
REVENUE
- -------
Equipment $ 5,339,535 $ 5,617,049
Services 4,294,696 4,231,383
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Total Revenue: 9,634,231 9,848,432
-------------- --------------
COST OF REVENUE
- ---------------
Equipment 4,752,503 5,106,577
Services 3,293,522 2,947,346
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Total Cost of Revenue 8,046,025 8,053,923
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Gross Profit 1,588,206 1,794,509
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Selling, General and Administrative Expenses 1,577,909 1,745,381
Operating Income 10,297 49,128
-------------- --------------
Other Income
Interest Income 23,693 13,705
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Total Other Income - Net 23,693 13,705
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Income Before Tax Expense 33,990 62,833
Provision for Income Tax -- 24,924
-------------- --------------
Net Income $ 33,990 $ 37,909
============== ==============
Basic Net Income Per Common Share $ 0.01 $ 0.01
============== ==============
Diluted Net Income Per Common Share $ 0.01 $ 0.01
============== ==============
Weighted Average Common shares Outstanding-Basic 4,774,804 4,774,804
============== ==============
Weighted Average Common shares Outstanding-Diluted 4,899,569 4,849,813
============== ==============
See Notes to Consolidated Financial Statements.
2
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
2003 2002
---- ----
OPERATING ACTIVITIES:
Net Income $ 33,990 $ 37,909
--------------- ----------------
Adjustments to Reconcile Net Income to Net Cash:
Depreciation and Amortization 40,047 50,871
Provision for Doubtful Accounts 15,000 (7,000)
Changes in Assets and Liabilities
(Increase) Decrease in:
Accounts Receivable (537,885) 651,823
Inventory (450,565) (816,896)
Other Current Assets (101,279) (41,550)
Other Assets (1,176) --
Increase (Decrease) in:
Accounts Payable and Accrued
Expenses 107,855 (135,511)
Other Current Liabilities (3,012) (179,505)
--------------- ----------------
Total Adjustments (931,015) (477,768)
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NET CASH-OPERATING ACTIVITIES (897,025) (439,859)
--------------- ----------------
Investing Activities:
Capital Expenditures (13,799) (10,833)
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Net Cash-Investing Activities (13,799) (10,833)
Financing Activities:
Floor Plan Payable-Net (199,378) (525,767)
--------------- ----------------
Net Cash-Financing Activities (199,378) (525,767)
--------------- ----------------
Net (Decrease) In Cash and Cash Equivalents $ (1,110,202) $ (976,459)
Cash and Cash Equivalents-Beginning of periods $ 6,935,623 $ 7,035,649
--------------- ----------------
Cash and Cash Equivalents-End of periods $ 5,825,421 $ 6,059,190
--------------- ----------------
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ --
Income Taxes $ -- $ 204,427
See Notes to Consolidated Financial Statements
3
TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information as of September 30, 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 periods ended September 30,
2003 and 2002. Earnings per common share - diluted are based on 4, 899,569
weighted shares outstanding for the period ended September 30, 2003 and on
4,849,813 weighted shares outstanding for the period ended September 30,
2002.
(e) 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.
(f) 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, 2003.
(g) The results of operations for the three months ended September 30, 2003
are not necessarily indicative of the results to be expected for the entire
year.
(h) As of July 1, 2002, the Company adopted Statement of Financial
Accounting Standard ("SFAS") No 142, "Goodwill and Other Intangible
Assets". In accordance with the provisions of SFAS No. 142, the Company has
discontinued the periodic amortization of goodwill, but is now required to
annually review the goodwill for potential impairment. No goodwill
amortization was recorded for each of the periods presented.
(i) At September 30, 2003, the Company had one stock-based employee
compensation plans. The Company accounts for the plan under the
measurement principles of APB Opinion No. 25, Accounting for Stock Issued
to Employees, and related interpretations. No stock-based employee
compensation cost will be reflected in net income, as all options granted
under the plan had an exercise price equal to the market value of the
underlying common stock on the date of grant. No pro-forma net income or
earnings per share disclosures have been presented in accordance with SFAS
No. 148 since no options had been issued under the plan for each period
presented.
4
(2.) INCOME TAXES
The Corporation has a deferred tax asset of $256,301 and a deferred tax
liability of $91,631 based upon temporary timing differences including
inventory capitalization, allowance for doubtful accounts, and
depreciation.
(3.) RECLASSIFICATION
Certain items from the prior year's financial statements have been
reclassified to conform to the current year's presentation.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Revenues and earnings remained at virtually the same levels in the quarters
ended September 30 for both fiscal 2004 and fiscal 2003. Revenues for the
quarter ended September 30, 2003 were $9,634,231 as compared with $9,848,432 for
the quarter ended September 30, 2002. For the quarter ended September 30, 2003
the Corporation reported net income of $33,990 as compared with net income of
$37,909 for the corresponding period in 2002.
The earnings for the quarter ended September 30, 2003 were virtually the same as
compared to the same period in the prior year, with the slight variation
attributable to the corresponding variation in revenues. Earnings in the quarter
ended September 30, 2003 mark a return to profitability for the Corporation.
Although requests for quotations have increased in the past few months and
management is cautiously optimistic, management cannot give assurances that the
quotations will produce orders in all cases. 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, 2003, the 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, 2003, the Corporation
continued 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.
6
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.
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 decreased to 16% of revenues due to
decreased personnel costs, as compared to approximately 18% of revenue for the
September 2002 quarter. Management continues its efforts to control and reduce
administrative and personnel related costs.
Interest income increased in the 2003 quarter as compared to 2002 primarily due
to a larger amount of cash invested.
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 2003 period compared to the same period in
2002 as the result of purchases conducted through other channels. Inventory
increased in the quarter ended September 30, 2003 as compared to the
corresponding period in 2002 as a result of purchase orders received at the end
of the quarter.
Accounts receivable increased for the quarter ended September 30, 2003 as
compared to the same period in 2002 as a result of increased sales at the end of
the quarter. Accounts payable increased in the first quarter of fiscal 2004 as
compared to the same quarter in fiscal 2003 as a direct result of the increase
in inventory at the end of the quarter. Cash levels remained relatively constant
in the three months ended September 30, 2003 as compared to the corresponding
period in 2002.
For the fiscal quarter ended September 30, 2003, as in the fiscal quarter ended
September 30, 2002, the internal resources of the Corporation were sufficient to
enable the Corporation to meet its obligations.
7
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 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.
8
ITEM 4. 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.
9
PART II.
OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
- ------------
31.1 - Certification of Chief Executive Officer
31.2 - Certification of Chief Financial Officer
32 - Certification Pursuant to 18 U.S.C. Section 1350 of Chief Executive
Officer and Chief Financial Officer
B. REPORTS ON FORM 8-K -
- -------------------------
On August 29, 2003, the Corporation filed a Report on Form 8-K, Item 9
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 and
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, 2003