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) November 14, 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 7 pages
Item 9 REGULATION FD DISCLOSURE.
Press Release
The following is the text of the press release dated November 14, 2003
reporting Transtech Industries, Inc.'s results of operations for the three and
nine month periods ended September 30, 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 THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003
PISCATAWAY, N.J., November 14, 2003 - Robert V. Silva, President and Chief
Executive Officer of Transtech Industries, Inc. (OTC BULLETIN BOARD:TRTI)
announced the results of operations for the three and nine months ended
September 30, 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 three months
ended September 30, 2003 were $213,000 versus $359,000 for 2002. The decline is
due to a reduction in services provided on the Southern Ocean Landfill project.
Revenues for the electricity generation segment for the period in 2003 increased
to $49,000 from $25,000 in 2002. Deferred repairs to the generation equipment
began in May 2002. Net consolidated revenues (after the elimination of inter-
company environmental services sales) for the three months of 2003 and 2002 were
$51,000 and $237,000, respectively.
The cost of operations for the three months ended September 30, 2003 and
2002 were $376,000 and $545,000, respectively. The cost for 2003 includes a
$50,000 charge for an increase in the allowance for doubtful accounts. The
decrease in expenses was primarily due to the reduction in services provided,
and lower professional and personnel costs.
Other net expense for the three months ended September 30, 2003 was $28,000
versus income of $12,000 for 2002. Results for 2003 and 2002 include charges of
$81,000 and $85,000, respectively, for interest accrued on the Company's
estimated federal income tax liability discussed below.
Income tax credits of $378,000 and $111,000 were recognized for the three
months ended September 30, 2003 and 2002, respectively.
Net income for the three months ended September 30, 2003 was $25,000 or
$.01 versus a net loss of $(185,000) or $(.06) per share for 2002.
Gross revenues of the environmental services segment for the nine months
ended September 30, 2003 were $743,000 versus $1,014,000 for 2002. The decrease
reflects the reduction of services at the Southern Ocean Landfill. Revenues for
the electricity generation segment for 2003 were $178,000 versus $25,000 for
2002. Net consolidated revenues (after the elimination of inter-company
environmental services sales) for the nine months of 2003 and 2002 were $248,000
and $607,000, respectively.
The cost of operations for the nine months ended September 30, 2003 and
2002 were $1,294,000 and $2,247,000, respectively. The cost for 2003 includes a
$50,000 charge for an increase in the allowance for doubtful accounts. Costs
for 2002 include charges totaling $950,000 for the write-off of certain
receivables, and an increase in professional and legal fees.
Other expense for the nine months ended in 2003 was $65,000 and $58,000,
respectively. Results for 2003 and 2002 include $235,000 and $249,000,
respectively, of interest expense accrued on the Company's estimated federal
income tax liability. Other income reported for 2002 includes $8,626,000 of
proceeds received from the Company's October 2001 settlement of litigation
against certain of its excess insurance carriers, net of related charges.
An income tax credit of $378,000 was recognized for the nine months ended
September 30, 2003 versus a provision for income taxes of $3,151,000 for 2002.
Net loss for the nine months ended September 30, 2003 was $733,000 or
$(.25) per share compared to net income of $3,777,000 or $1.27 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 $4.7
million as of September 30, 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
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 substantially completed in September 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 wrote-off $700,000 owed the Company due primarily to
insufficient tipping fee revenue, and reserved an additional $50,000 against
amounts owed on the project in 2003.
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 three and nine-month periods ended
September 30, 2003.
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
As of September 30, 2003
(In $000's)
Assets
Cash and cash equivalents $ 5,011
Marketable securities 964
Accounts receivable, net of reserves 327
Other current assets 500
Total current assets 6,802
Assets held for sale 1,312
Other assets 530
Total assets $ 8,644
Liabilities and Stockholders' Equity
Accrued income taxes $ 4,040
Accounts payable and other current
liabilities 1,442
Total current liabilities 5,482
Accrued remediation and closure costs 2,079
Other liabilities 57
Stockholders' equity 1,026
Total Liabilities and Stockholders' Equity $ 8,644
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In $000's, except per share data)
For the Three Months
Ended September 30,
2003 2002
Gross Revenues $ 262 $ 384
Less: Inter-company (211) (147)
Net Revenues 51 237
Cost of operations (a) 376 545
Income (loss) from operations (325) (308)
Other income (expense) (b) (28) 12
Income (taxes) credit 378 111
Net income (loss) $ 25 $ (185)
Income (loss) per common share:
Net income (loss) $ .01 $ (.06)
Number of shares used in
calculation 2,979,190 2,979,190
(a) - Cost of operations for 2003 includes a charge of $50,000 for an increase
in the allowance for doubtful accounts.
(b) - Other income (expense) for 2003 and 2002 include charges of $81,000 and
$85,000, respectively, for interest accrued on the Company's estimated
federal income tax liability.
For the Nine Months
Ended September 30,
2003 2002
Gross Revenues $ 921 $ 1,039
Less: Inter-company (673) (432)
Net Revenues 248 607
Cost of operations (a) 1,294 2,247
Income (loss) from operations (1,046) (1,640)
Net proceeds from insurance claims - 8,626
Other income (expense) (b) (65) (58)
Income (taxes) credit 378 (3,151)
Net income (loss) $ (733) $ 3,777
Income (loss) per common share:
Net income (loss) $ (.25) $ 1.27
Number of shares used in
calculation 2,979,190 2,979,190
(a) - Cost of operations for 2003 includes a charge of $50,000 for an increase
in the allowance for doubtful accounts. Costs for 2002 include a charge of
$700,000 for the write-off of certain receivables.
(b) - Other income (expense) for 2003 and 2002 include charges of $235,000 and
$249,000, respectively, for interest expense accrued on the Company's
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: November 14, 2003