SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 15, 2003
TRANSTECH INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Delaware 0-6512 22-1777533
(State or other (Commission (IRS. Employer
jurisdiction of File Number) Identification No.)
incorporation)
200 Centennial Ave., Piscataway, N.J. 08854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732)981-0777
(Former name or former address, if changed
since last report.) Not applicable
Page 1 of 6 pages
Item 9 REGULATION FD DISCLOSURE.
Press Release
The following is the text of the press release dated May 15, 2003 reporting
Transtech Industries, Inc.'s results of operations for the quarter ended March
31, 2003. This disclosure is made pursuant to the requirements of Item 12 of
Form 8-K, and, due to current EDGAR system constraints, has been filed under
Item 9 in accordance with interim guidance provided by the Commission.
TRANSTECH INDUSTRIES, INC. REPORTS RESULTS FOR THE
QUARTER ENDED MARCH 31, 2003
PISCATAWAY, N.J., May 15, 2003 - Robert V. Silva, President and Chief
Executive Officer of Transtech Industries, Inc. (OTC BULLETIN BOARD: TRTI)
announced the results of operations for the quarter ended March 31, 2003. The
Company's subsidiaries perform environmental services and generate electricity
utilizing methane gas as fuel.
Gross revenues of the environmental services segment for the quarter ended
March 31, 2003 were $268,000 versus $291,000 for 2002 due to a reduction in
services provided at the Southern Ocean Landfill. Revenues for the electricity
generation segment for 2003 were $65,000 versus no revenues for 2002. Deferred
repairs to the electricity generation equipment began in May 2002. Net
consolidated revenues (after the elimination of inter-company environmental
services sales) were $115,000 for 2003 compared to $138,000 for 2002.
The cost of operations for the quarter ended March 31, 2003 and 2002 were
$455,000 and $1,143,000, respectively. The cost for 2002 included charges
totaling $750,000 for the write-off of certain receivables, and an increase in
professional and legal fees. Increased equipment repair/maintenance and
personnel costs were incurred in 2003.
Other expenses for the quarter ended March 31, 2003 totaled $15,000. Other
income reported for 2002 of $8,562,000 included $8,608,000 of proceeds received
from the Company's settlement of litigation against certain of its excess
insurance carriers, discussed below, net of related charges. This category for
2003 and 2002 includes $77,000 and $83,000, respectively, of interest expense
accrued on the Company's estimated federal income tax liability discussed below.
No provision for taxes was recognized for the quarter ended March 31, 2003
versus a provision of $3,396,000 recognized for 2002.
Net loss for the quarter ended March 31, 2003 was $355,000, or $0.12 per
share, versus net income of $4,161,000 or $1.40 per share for 2002.
During February 2002, the Company consummated an October 2001 settlement of
its claims against certain excess insurance carriers for recovery of past
remediation costs, and resulted in gross proceeds to the Company of $13.0
million. As previously disclosed, the Company agreed that a party to the 1997
settlement of litigation regarding the allocation of remediation expenses may
claim against such proceeds in accordance with the terms of the 1997 settlement
agreement. The amount that may be due is in dispute, and the amount in dispute,
$3.5 million, has been placed in escrow pending the outcome of the dispute.
In October 2000, the Company concluded the litigation with the Tax Court
begun in 1994. The resulting assessed tax obligations, estimated at $4.5
million as of March 31, 2003, are now due. The Company is pursuing a reduction
in the amount due, and a payment plan, for these obligations through the Offer
in Compromise procedure. The amount of the Company's funds remaining after an
immediate payment of the full tax obligations may be insufficient to satisfy the
Company's other contingent obligations and meet its operating expenses as they
come due.
As previously announced, the Company is a defendant in two suits brought by
U.S. Environmental Protection Agency ("EPA") regarding two sites, the Kin-Buc
Landfill and a site in Piscataway, N.J. The suits seek reimbursement of
response costs totaling approximately $7.1 million and penalties totaling
approximately $18.1 million. The N.J. Dept. of Environmental Protection
("NJDEP") initiated a similar suit regarding the Kin-Buc Landfill in September
2002, seeking unspecified un-reimbursed response costs and natural resource
damage claims. The Company has been indemnified against the response cost
portion of the Kin-Buc claims pursuant to the aforementioned 1997 litigation
settlement. Also in September 2002, EPA issued a notice to the Company and other
PRPs seeking contribution to an estimated $7.2 million cleanup plan for a
portion of a site of past operations in Carlstadt, NJ.
The Company is unable to predict the outcome of the matters described above
or reasonably estimate a range of possible loss given the current status of the
proceedings. The Company continues to contest the charges vigorously.
Work on the capping plan at the Southern Ocean Landfill in Ocean County,
New Jersey was reduced over the winter months, and is expected to begin again in
late May 2003. The capping plan utilized recycled materials where possible to
cover and close a portion of the landfill, and to provide tipping fees to fund
certain tasks of the closure. During 2002, the Company has wrote-off $700,000
of the $1,162,000 owed the Company due primarily to insufficient tipping fee
revenue.
The Company continues to face significant short-term and long-term cash
requirements for its federal and state income tax obligations, as well as
professional and administrative costs, and remediation costs associated with
sites of past operations. Although the Company continues to pursue the sale of
property held for sale and claims against non-settling insurance carriers for
recoveries of past remediation costs, no assurance can be given that the timing
or amount of the proceeds from such sources will be sufficient to meet the cash
requirements of the Company.
This news release may contain forward-looking statements as defined by
federal securities laws, that are based on current expectations and involve a
number of known and unknown risks, uncertainties and other factors that may
cause the actual results, levels of activity, performance or achievements to
differ materially from results expressed or implied by this press release. Such
risks and uncertainties include among others, the following: general economic
and business conditions; the ability of the Company to implement its business
strategy; the Company's ability to successfully identify new business
opportunities; changes in the industry; competition; the effect of regulatory
and legal proceedings. The forward-looking statements contained in this news
release speak only as of the date of release; and the Company does not undertake
to revise those forward-looking statements to reflect events after the date of
this release.
Presented below are the consolidated balance sheet and comparative
consolidated statements of operations for the quarter ended March 31, 2003.
Transtech Industries, Inc.
And Subsidiaries
Consolidated Balance Sheet
As of March 31, 2003
(In $000's)
Assets
Cash and cash equivalents $ 3,588
Marketable securities 3,408
Accounts receivable,
Net of reserves 469
Other current assets 541
Total current assets 8,006
Assets held for sale 1,312
Other assets 499
Total assets $ 9,817
Liabilities and Stockholders' Equity
Accrued income taxes $ 4,883
Accounts payable and other
current liabilities 1,405
Total current liabilities 6,288
Accrued remediation and
closure costs 2,090
Other liabilities 25
Stockholders' equity 1,414
Total Liabilities and
Stockholders' Equity $ 9,817
CONSOLIDATED STATEMENTS OF OPERATIONS
(In $000's, except per share data)
For the Three Months
Ended March 31,
2003 2002
Gross Revenues $ 333 $ 291
Less: Inter-company (218) (153)
Net Revenues 115 138
Cost of operations 455 1,143
Income (loss) from
operations (340) (1,005)
Net proceeds from
insurance claim - 8,608
Other income (expense) (15) (46)
Income (taxes) credit - (3,396)
Net income (loss) $ (355) $4,161
Income (loss) per common share:
Net income (loss) $ (.12) $ 1.40
Number of shares used in
calculation 2,979,190 2,979,190
(a) Cost of operations for 2002 includes a charge of $500,000 for the write-off
of certain trade receivables.
(b) Other income (expense) for 2002 and 2001 include charges of $77,000 and
$83,000, respectively, for interest expense accrued on the estimated
federal income tax liability.
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.
TRANSTECH INDUSTRIES, INC.
(Registrant)
By: /s/ Andrew J. Mayer, Jr.
Andrew J. Mayer, Jr., Vice
President-Finance, Chief
Financial Officer and
Secretary
Dated: May 15, 2003