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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
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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 _________________
Commission File No. 0-8693
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TRANSNET CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 22-1892295
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
45 Columbia Road, Somerville, New Jersey 08876-3576
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 908-253-0500
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Former name, former address and former fiscal year, if changed since last Report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company (as
defined in Rule 12b-2 of the Act)
Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-accelerated Filer [ ] Smaller Reporting Company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act)
[ ] Yes [X] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of November 10, 2010: 4,823,304.
TRANSNET CORPORATION
FORM 10-Q
TABLE OF CONTENTS
Page No.
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PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets September 30, 2010 (unaudited)
and June 30, 2010 1
Consolidated Statements of Operations (unaudited) Three
Months Ended September 30, 2010 and 2009 2
Consolidated Statements of Cash Flows (unaudited) Three Months
Ended September 30, 2010 and 2009 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis 8
Item 4. Controls and Procedures 13
PART II. OTHER INFORMATION
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Certifications 16
i.
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, June 30,
2010 2010
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(unaudited)
ASSETS:
CURRENT ASSETS
Cash and Cash Equivalents $ 293,102 $ 318,377
Restricted Cash 878,137 876,147
Accounts Receivable - Net 3,332,805 3,532,045
Inventories - Net 81,742 247,743
Other Current Assets 55,849 3,587
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TOTAL CURRENT ASSETS $ 4,641,635 $ 4,977,899
PROPERTY AND EQUIPMENT - NET 43,400 56,309
OTHER ASSETS 230,496 229,335
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TOTAL ASSETS $ 4,915,531 $ 5,263,543
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts Payable $ 2,261,445 $ 1,998,179
Accrued Expenses 432,460 343,838
Unearned Revenue 98,894 193,222
Due to Officers 95,000 75,000
Line of Credit 1,111,320 1,777,139
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TOTAL CURRENT LIABILITIES $ 3,999,119 $ 4,387,378
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STOCKHOLDERS' EQUITY:
Capital Stock - Common, $.01 Par Value,
Authorized 15,000,000 Shares; Issued 7,408,524
at September 30, 2010 and June 30, 2010
[of which 2,585,220 are in Treasury at
September 30, 2010 and June 30, 2010] 74,085 74,085
Additional Paid-in Capital 10,574,670 10,574,670
Accumulated Deficit (2,579,508) (2,619,755)
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Total 8,069,247 8,029,000
Less: Treasury Stock - At Cost (7,152,835) (7,152,835)
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TOTAL STOCKHOLDERS' EQUITY 916,412 876,165
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,915,531 $ 5,263,543
============== ==============
See Notes to Consolidated Financial Statements.
1
TRANSNET CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2010 2009
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REVENUE
Equipment $ 3740,082 $ 3,402,561
Services 2,285,167 2,462,388
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Total Revenue: $ 6,025,249 $ 5,864,949
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COST OF REVENUE
Equipment 3,135,348 2,761,807
Services 1,593,561 1,706,805
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Total Cost of Revenue 4,728,909 4,468,612
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Gross Profit 1,296,340 1,396,337
Selling, General and Administrative Expenses 1,239,237 1,291,546
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Operating Income 57,103 104,791
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OTHER INCOME (EXPENSE):
Interest Income 1,993 3,724
Interest Expense (18,847) (6,453)
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Net Income $ 40,249 $ 102,062
============== ==============
Basic and Diluted Net Income Per Common Share $ 0.01 $ 0.02
============== ==============
Weighted Average Common Shares Outstanding -
Basic and Diluted 4,823,304 4,823,304
============== ==============
See Notes to Consolidated Financial Statements.
2
TRANSNET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2010 2009
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OPERATING ACTIVITIES:
Net Income $ 40,249 $ 102,062
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Adjustments to Reconcile Net Income to
Net Cash:
Depreciation and Amortization 14,159 20,176
Provision for Doubtful Accounts (18,114) (82,823)
Changes in Assets and Liabilities:
(Increase) Decrease in:
Restricted Cash (1,990) (3,141)
Accounts Receivable 217,357 996,955
Inventory 166,000 (151,636)
Other Current Assets (52,262) (52,321)
Other Assets (1,161) --
Increase (Decrease) in:
Accounts Payable and Accrued Expenses 351,887 (1,443,409)
Unearned Revenue (94,329) (133,391)
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Total Adjustments $ 581,547 $ (849,590)
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NET CASH - OPERATING ACTIVITIES $ 621,796 $ (747,528)
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INVESTING ACTIVITIES:
Capital Expenditures $ (1,251) $ (14,589)
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FINANCING ACTIVITIES:
Proceeds from Officers 20,000 --
Line of Credit - Net (665,820) $ (328,094)
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NET CASH - FINANCING ACTIVITIES $ (645,820) $ (328,094)
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NET DECREASE IN CASH AND CASH EQUIVALENTS $ (25,275) $ (1,090,21)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIODS $ 318,377 $ 1,654,366
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CASH AND CASH EQUIVALENTS AT END OF PERIODS $ 293,102 $ 564,155
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Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period for:
Interest $ 18,847 $ 6,453
Income Taxes $ -- $ --
See Notes to Consolidated Financial Statements.
3
TRANSNET CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1.) BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the
instructions to Form 10-Q and Article 8 of Regulation S-X. They do not
include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary in order to
make the interim financials not misleading have been included and all such
adjustments are of a normal recurring nature. The operating results for
the three months ended September 30, 2010 are not necessarily indicative
of the results that can be expected for the year ending June 30, 2010.
The balance sheet as of June 30, 2010 has been derived from the audited
financial statements at such date, but does not include all of the
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial
statements.
The complete list of significant accounting policies followed by TransNet
Corporation (the "Corporation") are set forth in Note 2 to the
Corporation's consolidated financial statements in the Form 10-K for the
fiscal year ended June 30, 2010.
For further information, please refer to the consolidated financial
statements and footnotes thereto included in the Corporation's Annual
Report on Form 10-K for the year ended June 30, 2010.
All material intercompany transactions have been eliminated in
consolidation.
Certain reclassifications have been made to prior period financial
statements to conform to the current year presentation.
(2.) 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: The Corporation considers highly liquid
debt instruments, purchased with a maturity of three months or less, to be
cash equivalents.
(d) Revenue Recognition: The Corporation's revenues are derived from both
the sale of equipment and services provided to customers. Revenues related
to equipment sales are recognized when evidence of an arrangement exists,
delivery has occurred, the sales price is both fixed and determinable, and
collectability is reasonably assured, in accordance with the FASB
ACCOUNTING STANDARDS CODIFICATION (the "ASC") topic 605 REVENUE
RECOGNITION.
Revenues related to services provided are recognized ratably over the term
of the underlying customer contract or at the end of the contract when
obligations have been satisfied, in accordance with the ASC topic 605
REVENUE RECOGNITION. For service performed on a time and materials basis,
revenue is recognized upon performance.
4
The Corporation also enters into revenue arrangements in which customers
may purchase a combination of equipment and services (multiple-element
arrangements). When vendor-specific objective evidence ("VSOE") of fair
value exists for all elements, revenue is allocated to each element based
on the relative fair value of each of the elements. VSOE of fair value is
established by the price charged when that element is sold separately. For
services, VSOE of fair value is established by the rates charged when they
are sold separately. For arrangements where VSOE of fair value exists only
for the undelivered elements, we defer the full fair value of the
undelivered elements and recognize the difference between the total
arrangement fee and the amount deferred for the undelivered items as
revenue, assuming all other criteria for revenue recognition have been
met.
(e) Earnings Per Share: Earnings per common share - basic and diluted are
based on 4,823,304 weighted shares outstanding for the three months ended
September 30, 2010 and 2009. The options to purchase an aggregate of
297,500 shares of our common stock at a price of $0.88 per share were not
included in the computation of diluted earnings per share for the period
ended September 30, 2010 and 2009 because the options' exercise price was
greater than the average market price of the common shares.
(3.) NEW ACCOUNTING UPDATES
In October 2009, the FASB issued ASU No. 2009-13, "Revenue Recognition
(Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the
FASB Emerging Issues Task Force)," which amends ASC 605-25, "Revenue
Recognition: Multiple-Element Arrangements." ASU No. 2009-13 addresses how
to determine whether an arrangement involving multiple deliverables
contains more than one unit of accounting and how to allocate
consideration to each unit of accounting in the arrangement. This ASU
replaces all references to fair value as the measurement criteria with the
term selling price and establishes a hierarchy for determining the selling
price of a deliverable. ASU No. 2009-13 also eliminates the use of the
residual value method for determining the allocation of arrangement
consideration. Additionally, ASU No. 2009-13 requires expanded
disclosures. The Corporation adopted this new accounting pronouncement for
the quarterly period beginning July 1, 2010, as required, and adoption did
not have a material impact on its financial statements taken as a whole.
In January 2010, the FASB issued ASU No. 2010-06, "Improving Disclosures
about Fair Value Measurements". The guidance in ASU 2010-06 provides
amendments to literature on fair value measurements and disclosures
currently within the ASC by clarifying certain existing disclosures and
requiring new disclosures for the various classes of fair value
measurements. ASU 2010-06 is effective for interim and annual periods
beginning after December 15, 2009, except for the disclosures about
purchases, sales, issuances, and settlements in the roll forward of
activity in Level 3 fair value measurements, which are effective for
fiscal years beginning after December 15, 2010, and for interim periods
within those fiscal years. The adoption of this guidance is not expected
to have a material impact on the Corporation's financial position or
results of operations.
In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310):
"Disclosures about the Credit Quality of Financing Receivables and the
Allowance for Credit Losses" ("ASU 2010-20"). The amendments in this
update require additional disclosure about the credit quality of financing
receivables, such as aging information and credit quality indicators. Both
new and existing disclosures must be disaggregated by portfolio segment or
class. The disaggregation of information is based on how allowances for
credit losses are developed and how credit exposure is managed. ASU
2010-20 is effective for interim periods and fiscal years ending after
December 15, 2010. The adoption of this guidance is not expected to have a
material impact on the Corporation's financial position or results of
operations.
5
(4.) FAIR VALUE MEASUREMENTS
We adopted ASC topic 820 FAIR VALUE MEASUREMENTS AND DISCLOSURES on July
1, 2008 for all financial assets and liabilities and nonfinancial assets
and liabilities that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). Topic 820
defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements.
Topic 820 defines fair value as the price that would be received upon sale
of an asset or paid upon transfer of a liability in an orderly transaction
between market participants at the measurement date and in the principal
or most advantageous market for that asset or liability. The fair value
should be calculated based on assumptions that market participants would
use in pricing the asset or liability, not on assumptions specific to the
entity. In addition, the fair value of liabilities should include
consideration of non-performance risk including our own credit risk.
In addition to defining fair value, topic 820 expands the disclosure
requirements around fair value and establishes a fair value hierarchy for
valuation inputs. The hierarchy prioritizes the inputs into three levels
based on the extent to which inputs used in measuring fair value are
observable in the market. Each fair value measurement is reported in one
of the three levels which is determined by the lowest level input that is
significant to the fair value measurement in its entirety. These levels
are:
o Level 1 - inputs are based upon unadjusted quoted prices for
identical instruments traded in active markets.
o Level 2 - inputs are based upon quoted prices for similar
instruments in active markets, quoted prices for identical or
similar instruments in markets that are not active, and
model-based valuation techniques for which all significant
assumptions are observable in the market or can be
corroborated by observable market data for substantially the
full term of the assets or liabilities.
o Level 3 - inputs are generally unobservable and typically
reflect management's estimates of assumptions that market
participants would use in pricing the asset or liability. The
fair values are therefore determined using model-based
techniques that include option pricing models, discounted cash
flow models, and similar techniques.
The following table presents assets that are measured and recognized at fair
value on a recurring basis.
SEPTEMBER 30,
DESCRIPTION 2010 LEVEL 1 LEVEL 2 LEVEL 3
----------- ------------- --------- --------- ---------
Certificate of Deposit $ 878,137 $ -- $ 878,137 $ --
(5.) DEBT
The Corporation currently utilizes credit available from multiple vendors under
terms which provide for interest free periods ranging from 30 to 60 days. The
credit extended by the vendors is secured by substantially all of the
Corporation's assets. The vendors may in their sole discretion from time to time
determine the maximum amount of credit which they elect to extend. The
Corporation entered into a discretionary inventory line of credit with a third
party, which is secured by substantially all of the Corporation's assets. The
lender may determine the maximum amount of financing which it elects to extend.
An affiliate of officers of the Corporation and an officer loaned the
Corporation an aggregate amount of $70,000, and an additional $25,000 was loaned
by an employee of the Company. The loans are non-interest bearing and are
payable upon demand.
6
(6.) INCOME TAXES
The following reconciles the tax provision with the U.S. statutory tax
rates:
THREE MONTHS ENDED SEPTEMBER 30,
2010 2009
Income taxes at U.S. statutory rate (35.0)% (35.0)%
State taxes, net of federal tax
benefit (6.0) (6.0)
Tax benefit of federal net operating
tax loss carryforward 41.0 41.0
TOTAL EXPENSE (BENEFIT) 0% 0%
=============== ==============
At June 30, 2010 the Corporation had a federal net operating tax loss
carryforward of approximately $11.2 million, which will begin to expire on
June 30, 2024. The Corporation has provided a full valuation allowance
against its deferred tax asset due to the uncertainty about its
realization.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS
Certain statements in Management's Discussion and Analysis ("MD&A"), other than
purely historical information, including estimates, projections, statements
relating to our business plans, objectives, and expected operating results, and
the assumptions upon which those statements are based, are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements generally are
identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "plan," "may," "should," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions
identify forward-looking statements, but are not the exclusive means of
identifying such statements and their absence does not mean that a statement is
not forward-looking. Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties, which
may cause actual results to differ materially from the forward-looking
statements. Except as required by law, we undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise.
RESULTS OF OPERATIONS
Revenues for the quarter ended September 30, 2010 increased to $6,025,249 from
$5,864,949 in the same quarter in the prior year. For the September 2010
quarter, the Corporation reported net income of $40,249 as compared with net
income of $102,062 for the quarter ended September 30, 2009.
Revenues for fiscal quarter ended September 30, 2010 increased as compared to
the same quarter in the prior year as a result of Management's focus on sales of
higher-end systems and partially as a result of fulfillment of orders that were
delayed from the prior quarter as a result of product constraints. Service
related revenues (technical support, repair and maintenance, network
integration, staffing, and training) decreased in correlation to the mix of
products sold. Because service revenues yield higher profit margins than
equipment sales, the reduction in service revenues reduced our overall profit
margin and impacted our earnings. Revenues continue to be affected by the
general slowdown resulting from the recession, including a significant reduction
in purchases by state, and local governmental agencies, and educational
customers (K-12 through higher education) (collectively "Public Sector" clients)
and restrictions on capital expenditures experienced by many clients. Service
revenues remained relatively constant during the comparative quarters.
During the September 2010 quarter, the Corporation's clients continued to be
conservative in their IT budgetary spending and to scrutinize their IT spending
and the related returns on investments before incurring new expenses. As a
result, Management concentrates on sales of higher margin equipment such as
Voice over Internet Protocol ("VoIP") systems and physical security systems,
optimizing the utilization rates of its service technicians, and reducing
selling and administrative expenses. Demand for physical security systems
marketed by TransNet continues to be strong, even in light of budgetary
restrictions of Public Sector clients. While no assurances can be given, we
believe that TransNet is well positioned in the State of New Jersey's purchasing
contracts for growth of our business with Public Sector clients and that sales
under these contracts will have a positive impact on results. TransNet is listed
by State selected manufacturers as an approved vendor for a significant number
of IT, communication, and security products pursuant to these contracts.
Changes in purchasing mechanisms enacted by the State of New Jersey in fiscal
2010 require certain purchases made by State entities be made directly from
manufacturers, which decreases our equipment sales revenue. Under this "agency
model," certain orders are processed directly by our hardware partners,
8
who receive purchase orders directly, and ship and invoice to our clients
directly. TransNet is paid an agency fee for generating the transaction.
Although these transactions lower the amount of revenue realized, they provide
payment of the fee within a shorter period than the typical payment period for
sales invoiced by the Corporation, and free our funding for other transactions.
Sales under this agency model were not a material source of revenues. Revenues
from these transactions are included in Service revenues. Cost of equipment sold
may be impacted by the Corporation's eligibility for temporary incentives, such
as rebates, offered by equipment manufacturers from time to time. The
Corporation's eligibility for the rebates is usually subject to minimum sales
levels and satisfaction of other criteria established by the manufacturers in
their sole discretion.
Service related revenues are a material portion of revenues and, as noted above,
are significant in their contributions to net income because these operations
typically yield a higher profit margin than equipment sales. Service revenues
are generated primarily by services including planning, design, configuration,
installation and implementation, testing, and optimization, often related to the
sale and implementation of VoIP networks. Project work is the major source of
service revenue generation and Management continues its focus on optimizing
utilization rates of its service technicians. Revenues are also generated by a
variety of support contracts for these networks which provide service and
support for the customer's personal computers, peripherals, and networks. These
contracts are short-term, and contain provisions which permit early termination.
Although the contracts generally contain renewal terms, there is no assurance
that such renewals will occur. Under these agreements, TransNet's Support Center
provides troubleshooting, diagnosis, and remedial services performed remotely by
skilled system engineers, who will be dispatched to perform on-site repairs, if
necessary. The agreements are for twelve months or less. In addition, our system
engineers and service technicians provide service and support on an on-call
basis.
Management believes that future spending will be subject to specific criteria,
but also believes that as single source provider, the Corporation is in a better
position to satisfy client demands for cost-effectiveness and a suitable return
on investment. The VoIP systems and solutions marketed by TransNet are designed
with the capacity for "optimization" through the subsequent addition of layers
of solutions, for example, security solutions, paving the way to future business
from existing customers. The Corporation reviews and modifies its service
offerings in response to industry fluctuations, and has recruited experienced
and specially certified systems engineers and project managers to respond to
increased VoIP projects. We are confident that our strategy of being an advanced
solutions provider will result in future revenues from clients' optimization of
already installed networks, providing clients with greater operating
efficiencies.
In addition to these technical services, TransNet provides temporary and
permanent IT staffing and consulting services. Our staffing services are not a
material source of revenues, but these services carry higher profit margins than
equipment sales. During fiscal 2010, businesses were faced with special projects
to perform required upgrades, repairs, and replacement of their networks despite
the recession and demand for our services increased. Because employers are
reluctant to expand their own workforce in light of the recession, TransNet's
staffing operations experienced a strong demand for temporary IT support
specialists. Revenues generated by our staffing operations continue to improve
in conjunction with the demand for temporary employees. Although no assurances
can be given, we believe that as the economy recovers and businesses begin to
increase the number of employees, revenues and profits from our staffing
services will be positively affected.
Our clients continued to be conservative in their IT budgetary spending and to
scrutinize budgets and returns on investments. In conjunction with attention on
utilization rates of our service technicians, Management monitors and takes
steps to monitor selling, general and administrative expenses in an effort to
contain expenses as much as possible.
9
In addition to the challenging economic environment, the IT industry experiences
a continuing trend of decreasing prices of equipment. Management believes that
this trend will continue. Industry-wide, 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, as well as the
increased 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.
To meet these competitive challenges and to maximize the Corporation's profit
margin, Management has modified its marketing strategy and has taken steps to
reduce expenses. We have also developed new service offerings that take into
account clients' cost constraints. We modified our service offerings in response
to industry fluctuations, and employ experienced and specially certified systems
engineers and project managers to respond to VoIP projects. We believe our focus
upon higher margin services related to VoIP/IP Telephony and physical security
will lead to growth and opportunities for the Corporation. Our goal is to
increase our profit margins further as we focus on higher-end products and
services flowing from security, communications, and data center management. The
complex products and services not only are higher-margined items, but are also
of pressing importance to our clients.
Management also utilizes approaches such as manufacturers' direct shipment as a
means to reduce equipment related overhead costs which increases profits. Our
marketing strategy focuses upon provision of technical services and sales of
lower revenue/higher profit margin products related to service and support
operations. We target commercial and public sector 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. In light of the above, Management emphasizes and continues the
aggressive pursuit of an increased volume of sales of VoIP systems, and related
technical service and support programs, and has introduced new technical support
programs offering a wide variety of alternatives of remote and on-site network
support and monitoring.
The Corporation's performance is also impacted by other factors, many of which
are not within its control. These factors include: industry and general economic
conditions; availability of credit; 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; and
product constraints.
Management continues its aggressive steps initiated in fiscal 2010 to
significantly reduce selling, general and administrative expenses and to adjust
the allocation of personnel to increase the number of employees providing
billable services. We significantly decreased our actual expenses during fiscal
2010, through a number of staff reductions, and implementation salary freezes,
salary reductions, and other cost reduction programs. The results of these
cost-saving measures will be realized more fully going forward. We anticipate
that selling, general, and administrative expenses for fiscal 2011 will be
approximately 10% less than the prior year. Selling, general and administrative
expenses for the quarter ended September 30, 2010, decreased in actual figures
and also as a percentage of revenues, moving to 21% of revenues as compared to
22% of revenues for the comparative quarter in the prior year. Management
continues its efforts to monitor and control expenses, despite increasing
personnel related costs, such as health benefits.
10
Interest income decreased in the first fiscal quarter of 2011 as compared to the
same quarter in the prior year as a result of lower interest rates and lower
amounts invested. Interest expense increased in the September 2010 due to
increased borrowing to fund equipment sales. The Corporation utilizes vendor
credit options, which provide more favorable terms.
LIQUIDITY AND CAPITAL RESOURCES
There are no material commitments of the Corporation's capital resources, other
than leases, a third party line of credit, and employment contracts.
Cash and cash equivalents remained relatively constant during the quarter ended
September 30, 2010, as cash was used to fund operations. Cash levels continue to
be impacted by the slow payment cycles of Public Sector clients and extended
payment cycles from some commercial clients, many of whom are affected by the
economic recession. The Corporation has entered into vendor credit arrangements
to assist in purchasing inventory and provide more flexibility with respect to
cash. A significant portion of the vendor credit is secured by certain of the
Corporation's assets.
The amount of cash received from or used by operating activities will vary based
on a number of business factors which may vary at different times, including
terms of available financing from vendors, and slowdowns or upturns in our
business or that of our customers. A decline in service revenues and/or a change
in the proportion of service revenues to total revenues may affect operating
cash flow as the bulk of the Corporation's service revenues are derived from
billing of our technical staff's services. The cash outlay for the labor/payroll
underlying these services is incurred on a semi-monthly basis. Billing is
determined by timeframes set by our clients. Additionally, the Corporation at
times may absorb costs related to downtime of a portion of our technical staff
which may result from any slowdown of new business or downtime between projects.
Accounts receivable remained relatively constant for the September 2010 quarter.
The timing of our collection of accounts receivable is a significant factor in
our cash flow to fund operations. Products and are typically sold on short-term
credit terms, but may also include extended terms under such projects as E-rate
projects. These projects are funded by the Schools and Libraries Program of the
Universal Service Fund, commonly known as "E-Rate," which is administered by the
Universal Service Administrative Company (USAC) under the direction of the
Federal Communications Commission (FCC). E-Rate provides discounts to assist
most schools and libraries in the United States to obtain affordable
telecommunications and Internet access. Extended payment cycles of commercial
customers and governmental agencies continue to affect our accounts receivable
levels. Accordingly, Management vigorously continues its efforts to expedite
payments from the governmental bodies and is working to implement more favorable
payment schedules where possible. Management notes that payment terms with
governmental clients are usually dictated by the client.
Inventories decreased in fiscal 2011 quarter due to fulfillment of orders. The
increase in accounts payable during the quarter ended September 30, 2010 is
attributable to the increase in equipment sales. Amounts outstanding under the
line of credit decreased as a result of payments made on these lines.
We require access to working capital from a third party line of credit and
vendor credit to fund our day-to-day operations, particularly at the end of our
fiscal quarters when demand for our products and services increase. We have made
a concerted effort to improve our working capital position and implemented
measures to reduce headcount, streamline operations, and manage costs in
response to the impact of the recession. In conjunction with the tightening of
credit in the US economy, which has negatively impacted our access to credit,
management has reviewed the Corporation's line of credit and available vendor
credit
11
and has taken steps to obtain the most favorable credit arrangements available.
Management currently utilizes various vendor credit options, all of which
provide the Corporation with more favorable payment terms than those available
under the prior credit line. Management believes that its cash balance and
access to credit will be sufficient to fund its operations going forward. The
unavailability of such credit going forward may have an adverse impact upon the
operations of the Corporation.
IMPACT OF INFLATION
The effects of inflation on our operations were not significant during the
periods presented.
CRITICAL ACCOUNTING POLICIES
The Corporation's financial statements are prepared in accordance with
accounting principles that are generally accepted in the United States. The
methods, estimates, and judgments used in applying these most critical
accounting policies have a significant impact on the results reported in the
financial statements. The Securities and Exchange Commission has defined
critical accounting policies as policies that involve critical accounting
estimates that require (a) management to make assumptions that are highly
uncertain at the time the estimate is made and (b) different estimates that
could have been reasonably used for the current period, or changes in the
estimates that are reasonably likely to occur from period to period, which would
have a material impact on the presentation of our financial condition, changes
in financial condition or in result of operations. Based on this definition, the
most critical policies include: revenue recognition, allowance for doubtful
accounts, and valuation of deferred tax assets.
INVESTMENT CONSIDERATIONS AND UNCERTAINTIES
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 IT 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.
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ITEM 4. CONTROL AND PROCEDURES
The Chief Executive Officer and Chief Financial Officer of the Corporation have
concluded, based on their evaluation as of September 30, 2010, that the
Corporation's disclosure controls and procedures are not 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.
In light of this conclusion, the Corporation continues its efforts regarding
documentation of its policies and procedures, and will institute compensating
procedures and processes as necessary to ensure the reliability of its financial
reporting. Management intends to remediate weaknesses in the control environment
through new resources and processes in its accounting department. Management
believes that its actions will continue to improve the Corporation's internal
control over financial reporting, as well as its disclosure controls and
procedures.
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. The Corporation has commenced a review by its internal
staff, including its accounting staff, of new processes to provide an evaluation
of the level of controls and related procedures currently in place for each
process.
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PART II
OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On November 12, 2010, the Corporation issued a press release discussing its
results of operations for the fiscal quarter ended September 30, 2010. A copy
of the press release is attached as Exhibit 99.1
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits -
31.1 Certification required by Section 302
31.2 Certification required by Section 302
32 Certification required by Section 906
99.1 - Press Release
B. Reports on Form 8-K -
None.
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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, 2010
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