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, 2004
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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, 2004
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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, 2004: 4,805,804.
TRANSNET CORPORATION
FORM 10-Q
TABLE OF CONTENTS
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 2004 (unaudited) and June 30, 2004 1
Consolidated Statements of Operations
Three Months Ended September 30, 2004 and 2003 (unaudited) 2
Consolidated Statements of Cash Flows
Three Months Ended September 30, 2004 and 2003 (unaudited) 3
Notes to Consolidated Financial Statements (unaudited) 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 11
Signatures 11
Certifications 12
i.
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, June 30,
2 0 0 4 2 0 0 4
------- -------
(unaudited)
ASSETS:
CURRENT ASSETS
Cash and Cash Equivalents $ 3,782,899 $ 7,064,644
Accounts Receivable - Net 6,598,879 3,902,458
Inventories 1,596,499 1,131,503
Other Current Assets 72,382 0
Deferred Tax Asset 320,051 195,649
------------- -------------
TOTAL CURRENT ASSETS $ 12,370,710 $ 12,294,254
PROPERTY AND EQUIPMENT - NET 546,739 438,251
OTHER ASSETS 255,369 231,104
------------- -------------
TOTAL ASSETS $ 13,172,818 $ 12,963,609
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts Payable $ 820,083 $ 364,228
Accrued Expenses 177,676 210,022
Income Taxes Payable 6,830 9,826
Floor Plan Payable 662,695 1,052,021
------------- -------------
TOTAL CURRENT LIABILITIES $ 1,667,285 1,636,097
------------- -------------
DEFERRED TAX LIABILITY 44,598 30,976
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY:
Capital Stock - Common, $.01 Par Value, Authorized
15,000,000 Shares; Issued 7,391,024 Shares
[of which 2,585,220 are in Treasury] 73,910 73,910
Paid-in Capital 10,559,445 10,559,445
Retained Earnings 7,980,416 7,816,016
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Totals 18,613,771 18,375,461
Less: Treasury Stock - At Cost (7,152,835) (7,152,835)
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TOTAL STOCKHOLDERS' EQUITY 11,460,936 11,296,536
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,172,818 $ 12,963,609
============= =============
See Notes to Consolidated Financial Statements.
1
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2004 2003
---- ----
REVENUE
Equipment $ 6,616,088 $ 5,339,535
Services 4,077,139 4,294,696
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Total Revenue: 10,693,227 9,634,231
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COST OF REVENUE
Equipment 6,034,003 4,752,503
Services 2,914,004 3,293,522
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Total Cost of Revenue 8,948,007 8,046,025
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Gross Profit 1,745,220 1,588,206
Selling, General and Administrative Expenses 1,701,748 1,577,909
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Operating Income 43,472 10,297
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Other Income
Interest Income 10,147 23,693
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Total Other Income - Net 10,147 23,693
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Income Before Tax Expense 53,619 33,990
Income Tax (Benefit) (110,781) --
-------------- -------------
Net Income $ 164,400 $ 33,990
============= =============
Basic Net Income Per Common Share $ 0.03 $ 0.01
============= =============
Diluted Net Income Per Common Share $ 0.03 $ 0.01
============= =============
Weighted Average Common shares Outstanding-Basic 4,805,804 4,774,804
============= =============
Weighted Average Common shares Outstanding-Diluted 4,936,547 4,899,569
============= =============
See Notes to Consolidated Financial Statements.
2
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2004 2003
---- ----
OPERATING ACTIVITIES:
Net Income $ 164,400 $ 33,990
------------- --------------
Adjustments to Reconcile Net Income to Net Cash:
Depreciation and Amortization 40,951 40,047
Provision for Doubtful Accounts 15,000 15,000
Deferred Tax Benefit (110,781) --
Changes in Assets and Liabilities
(Increase) Decrease in:
Accounts Receivable (2,711,421) (537,885)
Inventory (464,996) (450,565)
Other Current Assets (72,382) (101,279)
Other Assets (24,514) (1,176)
Increase (Decrease) in:
Accounts Payable and Accrued
Expenses 423,510 107,855
Other Current Liabilities -- (3,012)
Income Tax Payable (2,996) --
Total Adjustments (2,907,629) (931,015)
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NET CASH-OPERATING ACTIVITIES (2,743,229) (897,025)
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Investing Activities:
Capital Expenditures (149,190) (13,799)
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Net Cash-Investing Activities (149,190) (13,799)
Financing Activities:
Floor Plan Payable-Net (389,326) (199,378)
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Net Cash-Financing Activities (389,326) (199,378)
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Net (Decrease) In Cash and Cash Equivalents $ (3,281,745) $ (1,110,202)
Cash and Cash Equivalents-Beginning of periods $ 7,064,644 $ 6,935,623
------------- --------------
Cash and Cash Equivalents-End of periods $ 3,782,899 $ 5,825,421
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Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ -- $ --
Income Taxes $ -- $ --
See Notes to Consolidated Financial Statements
3
TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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 (collectively the "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
4,805,804 weighted shares outstanding for the three-month period ended
September 30, 2004 and 4,774,804 for the three-month period ended
September 30, 2003. Earnings per common share - diluted are based on
4,936,547 weighted shares outstanding for the three-month period ended
September 30, 2004 and on 4,899,569 weighted shares outstanding for the
three-month period ended September 30, 2003.
(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, 2004.
(g) The results of operations for the three months ended September 30,
2004 are not necessarily indicative of the results to be expected for the
entire year.
(h) In December 2003, FASB issued Interpretation No. 46R, Consolidation
of Variable Interest Entities, which addresses how a business enterprise
should evaluate whether it has a controlling financial interest in an
entity through means other than voting rights and accordingly should
consolidate the entity. This Interpretation replaces Interpretation46
Consolidation of Variable Interest entities, an interpretation of ARB 51,
which was issued in January 2003. The Corporation will be required to
apply Interpretation No. 46R to variable interests in variable interest
entities created after December 31, 2003. For variable interests in
variable interest entities created before January 1, 2004, Interpretation
No. 46R will be applied beginning on February 1, 2004. The Corporation
currently does not have any controlling financial interests that are
within the scope of this Interpretation.
4
In May 2003, SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" was issued, which
requires that certain financial instruments must now be accounted for as
liabilities. The financial instruments affected include mandatory
redeemable stock, certain financial instruments that require or may
require the issuer to buy back some of its shares in exchange for cash or
other assets and certain obligations that can be settled with shares of
stock. SFAS No. 150 is effective for all financial instruments entered
into or modified after May 31, 2003.
(i) At September 30, 2004, the Corporation had two stock-based employee
compensation plans. The Corporation accounts for those plans under the
measurement principals of APB Opinion No. 25, Accounting for Stock Issued
to Employees, and related Interpretations. No stock-based employee
compensation cost is reflected in net income, as all options granted
under those plans had an exercise equal to the market value of the
underlying common stock on the date of grant. The following table
illustrated the effect on net income and earnings per share if the
Corporation had applied the fair value recognition provisions of FASB
Statement No. 123 To stock-based employee compensation.
Three Months Ended
September 30,
-------------------------
2004 2003
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Net Income:
As Reported $164,400 $33,990
Deduct: Stock Based Employee
compensation expense determined
under the fair value based method-Net of Tax ($7,929) -
------------ ------------
Pro - Forma Net Income 156,471 33,990
============ ============
Basic Earnings Per Share:
As Reported $0.03 $0.01
Pro-Forma $0.03 $0.01
Diluted Earnings Per Share:
As Reported $0.03 $0.01
Pro-Forma $0.03 $0.01
(2.) INCOME TAXES
At September 30, 2004, the Corporation had a deferred tax asset of
$320,051 and a deferred tax liability of $44,598 based upon temporary
timing differences including inventory capitalization, allowance for
doubtful accounts, and depreciation.
For the three months ended September 30, 2004, the Corporation had net
income of $164,400 which included an income tax benefit of approximately
$111,000. The income tax benefit was primarily derived from the
Corporation decreasing the deferred tax asset valuation allowance
recorded at June 30, 2004. The decrease in the deferred tax asset
5
valuation allowance was recorded in proportion to those existing net
operating losses that the Company currently expects to realize in
connection with certain IRS carryback provisions.
6
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, 2004 were $10,693,227, an increase compared with
$9,634,231 for the quarter ended September 30, 2003. The increase was
attributable to increased hardware sales. For the quarter ended September 30,
2003 the Corporation reported net income of $164,400 as compared with net income
of $33,990 for the corresponding period in 2003. The net income for quarter
ended September 30, 2004 included a deferred tax benefit of $110, 781.
The earnings for the quarter ended September 30, 2004 increased over the
earnings from the same period in the prior year due to the increased revenues,
as well as the income tax benefit. The income tax benefit was primarily derived
from the Company decreasing the deferred tax asset valuation allowance recorded
at June 30, 2004. The decrease in the deferred tax asset valuation allowance was
recorded in proportion to those existing net operating losses that the Company
currently expects to realize in connection with certain IRS carryback
provisions. 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
7
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.
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 remained relatively constant at 16%
of revenues for the fiscal 2005 quarter despite slightly increased costs, as
compared to approximately 17% of revenue for the September 2003 quarter.
Management continues its efforts to control and reduce administrative and
personnel related costs.
Interest income decreased in the 2004 quarter as compared to 2003 primarily due
to a lesser 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 2004 period compared to the same period in
2003 as the result of purchases conducted through other channels. Inventory
increased in the quarter ended September 30, 2004 as compared to the
corresponding period in 2003 as a result of purchase orders received at the end
of the quarter.
Accounts receivable increased for the quarter ended September 30, 2004 as
compared to the same period in 2003 as a result of increased sales. 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
8
inventory at the end of the quarter. Corresponding with the increased accounts
receivables, cash levels decreased in the three months ended September 30, 2004
as compared to the same period in 2003, as funds were used to finance hardware
sales.
For the fiscal quarter ended September 30, 2004, as in the fiscal quarter ended
September 30, 2003, 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 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.
9
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.
10
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 September 4 and 11, 2004, respectively, the Corporation filed a 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 12, 2004
11