UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Year Ended December 31, 2002
Commission File Number - 1-12070
TRANSFINANCIAL HOLDINGS, INC.
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State of Incorporation - Delaware
IRS Employer Identification No. - 46-0278762
8245 Nieman Road, Suite 100, Lenexa, Kansas 66214
Telephone Number - (913) 859-0055
Securities Registered Pursuant to Section 12(g) of the Act
Title of Each Class
TransFinancial Holdings, Inc. Common Stock,
par value $0.01 per share,
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 No X.
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form or any amendment to this Form
10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No X
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The aggregate market value of the Common Stock held by non-affiliates of
TransFinancial Holdings, Inc. as of June 30, 2002, was $8,549,557 based on the
last sale price of the common stock on April 29, 2002, the last date that the
common stock traded.
The number of outstanding shares of the registrant's common stock as of March
30, 2003 was 3,288,291 shares.
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Explanatory Note
On October 9, 2003, the Company filed its Annual Report on Form 10-K for the
year ended December 31, 2002 (the "Original Filing") with the Securities and
Exchange Commission. "Item 8--Financial Statements and Supplementary
Data--Report of Independent Accounts" of the Original Filing contained an
incorrect date. The corrected "Item 8--Financial Statements and Supplementary
Data--Report of Independent Accounts" is attached hereto and contains the
following correction: the date of the report has been changed from September 15,
2002 to September 15, 2003. The Company hereby amends the Original Filing to
include this correction.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of TransFinancial Holdings, Inc.:
We have audited the accompanying consolidated balance sheet of
TransFinancial Holdings, Inc. as of December 31, 2002 and 2001 and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 2002. Our audits also
included the financial statement schedule listed in the Index at Item 16(a).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of TransFinancial
Holdings, Inc. as of December 31, 2002 and 2001 and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has experienced significantly reduced cash flows from
operating activities that raise substantial doubt in its ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 1. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
WEAVER & MARTIN, LLC
Kansas City, Missouri
September 15, 2003
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: October 27, 2003 By /s/ William D. Cox
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William D. Cox,
President, Chief Executive
Officer and Secretary
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TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
Exhibit Index
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Exhibit No. Exhibit Description
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31.1 Sarbanes-Oxley Section 302 Certification of the Chief
Executive Officer/Chief Financial Officer
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