SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File No. 0-6512
TRANSTECH INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 22-1777533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Centennial Avenue, Piscataway, New Jersey 08854
(Address of principal executive offices)
(732) 981-0777
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the past
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
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.
Yes___ No___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
2,979,190 shares of common stock, $.50 par value, outstanding as of
March 31, 2001. In addition, at such date, the issuer held
1,885,750 shares of common stock, $.50 par value, in treasury.
Transitional Small Business Disclosure Format
(Check One): Yes No X
Page 1 of 33 pages
Exhibit index on page 32
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
I N D E X
Page(s)
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets as of March 31,
2001 and December 31, 2000 3 - 4
Consolidated Statements of Operations for the 5
Three Months Ended March 31, 2001 and 2000
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2001 and 2000 6 - 7
Notes to Consolidated Financial Statements 8 - 15
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 16 - 28
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 29
Item 6. Exhibits and Reports on Form 8-K 30
SIGNATURES 31
EXHIBIT INDEX 32
EXHIBITS 33
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In $000's)
ASSETS
March 31, December 31,
2001 2000
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents $ 57 $ 75
Marketable securities 956 1,241
Accounts receivable - trade
(net of allowance for doubtful
accounts of $2) 997 846
Closure cost receivable 199 207
Escrowed proceeds from sale of
subsidiary 119 114
Prepaid expenses and other 99 100
Total current assets 2,427 2,583
PROPERTY, PLANT AND EQUIPMENT
Machinery and equipment 2,908 2,908
Less accumulated depreciation (2,850) (2,843)
Net property, plant
and equipment 58 65
OTHER ASSETS
Assets held for sale 1,312 1,312
Other 148 149
Total other assets 1,460 1,461
TOTAL ASSETS $ 3,945 $ 4,109
See Notes to Consolidated Financial Statements
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Cont'd
CONSOLIDATED BALANCE SHEETS, Cont'd
(In $000's)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
March 31, December 31,
2001 2000
(Unaudited)
CURRENT LIABILITIES
Current portion of long-term debt $ 3 $ 3
Accounts payable 223 263
Accrued income taxes and related
interest 3,892 3,792
Accrued miscellaneous expenses 135 115
Total current liabilities 4,253 4,173
OTHER LIABILITIES
Long-term debt 2 3
Accrued remediation and closure
costs 2,081 2,076
Total other liabilities 2,083 2,079
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.50 par value,
10,000,000 shares authorized:
4,864,940 and 4,714,940 shares
issued as of March 31, 2001 and
December 31, 2000, respectively 2,432 2,357
Additional paid-in capital 1,450 1,516
Retained earnings 4,707 4,963
Net unrealized gains on marketable
securities 34 35
Subtotal 8,623 8,871
Treasury stock, at cost -
1,885,750 shares (11,014) (11,014)
Total stockholders' equity
(deficit) (2,391) (2,143)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 3,945 $ 4,109
See Notes to Consolidated Financial Statements
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Cont'd
CONSOLIDATED STATEMENTS OF OPERATIONS
(In $000's, except per share data)
(Unaudited)
For the Three Months Ended
March 31,
2001 2000
NET REVENUES $ 196 $ -
COST OF OPERATIONS
Direct operating costs 42 -
Selling, general and
administrative expenses 356 365
Total cost of operations 398 365
INCOME (LOSS) FROM OPERATIONS (202) (365)
OTHER INCOME (EXPENSE)
Investment income (loss) 19 29
Interest expense - (1)
Interest (expense) credit related
to income taxes payable (100) (83)
Gain (loss) from sale of property - -
Miscellaneous income (expense) 27 23
Total other income (expense) (54) (32)
INCOME (LOSS) BEFORE INCOME TAXES
(CREDIT) (256) (397)
Income taxes (credit) - -
NET INCOME (LOSS) $ (256) $ (397)
INCOME (LOSS) PER COMMON SHARE:
NET INCOME (LOSS) $(.09) $(.14)
NUMBER OF SHARES USED IN
CALCULATION 2,835,857 2,829,190
See Notes to Consolidated Financial Statements
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Cont'd
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In $000's)
(Unaudited)
For the Three Months Ended
March 31,
2001 2000
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 46 $ 1
Cash paid to suppliers and employees (386) (364)
Interest and dividends received 14 15
Interest paid - (1)
Other income received 27 22
Income taxes paid - -
Net cash provided by (used in)
operating activities (299) (327)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale and maturity
of marketable securities 591 790
Purchase of marketable securities (308) -
Purchase of property, plant and
equipment - (5)
Proceeds from sale of property,
plant and equipment - -
Net cash provided by (used in)
investing activities 283 785
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (1) (5)
Payment of remediation and closure
costs (1) (2)
Net cash provided by (used in)
financing activities (2) (7)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (18) 451
CASH AND CASH EQUIVALENTS AT BEGINNING
OF THE YEAR 75 474
CASH AND CASH EQUIVALENTS AT END
OF THE QUARTER $ 57 $ 925
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Cont'd
CONSOLIDATED STATEMENTS OF CASH FLOWS, Cont'd
(In $000's)
(Unaudited)
For the Three Months Ended
March 31,
2001 2000
RECONCILIATION OF NET INCOME (LOSS)
TO NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
NET INCOME (LOSS) $ (256) $ (397)
ADJUSTMENTS TO RECONCILE NET INCOME
(LOSS) TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES:
Depreciation and amortization 7 9
Issuance of 150,000 shares of common
stock at par 75 -
Additional paid in capital (66) -
(Gain) loss on sale of property,
plant and equipment - -
Increase (decrease) in deferred
income taxes - -
(Increase) decrease in assets:
Accounts and notes receivable,
-net (150) (1)
Prepaid expenses and other 15 (44)
Escrowed proceeds from sale
of subsidiary (5) (12)
Increase (decrease) in liabilities:
Accounts payable and accrued
expenses (19) 35
Accrued income taxes and related
interest 100 83
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES $ (299) $ (327)
SUPPLEMENTAL CASH FLOW:
In March 2001 the Company granted 150,000 shares of the
Company's Common Stock, par value $.50, having a market value of
$6,000.00, to the Company's employees and directors.
See Notes to Consolidated Financial Statements
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Cont'd
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001
(Unaudited)
NOTE 1 - FORWARD LOOKING STATEMENTS
Certain statements in this report which are not historical
facts or information are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, the information set forth herein.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
levels of activity, performance or achievement of the Company, or
industry results, to be materially different from any future
results, levels of activity, performance or achievement expressed
or implied by such forward-looking statements. Such factors
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; and other factors
discussed herein. As a result of the foregoing and other factors,
no assurance can be given as to the future results and achievements
of the Company. Neither the Company nor any other person assumes
responsibility for the accuracy and completeness of these
statements.
NOTE 2 - BASIS OF PRESENTATION
The accompanying financial statements are presented in
accordance with the requirements of Form 10-QSB and consequently do
not include all of the disclosures normally required by generally
accepted accounting principles or those normally made in the
Company's annual Form 10-KSB filing. Accordingly, the reader of
this Form 10-QSB may wish to refer to the Company's Form 10-KSB for
the year ended December 31, 2000 for further information.
The financial information has been prepared in accordance with
the Company's customary accounting practices except for certain
reclassifications to the 2000 financial statements in order to
conform to the presentation followed in preparing the 2001
financial statements. Quarterly financial information has not been
audited. In the opinion of management, the information presented
reflects all adjustments necessary for a fair statement of interim
results. All such adjustments are of a normal and recurring nature
except as disclosed herein.
NOTE 3 - MARKETABLE SECURITIES
The Company classifies all equity securities and debt
securities as available-for-sale securities. Available-for-sale
debt securities are carried at amortized cost, which approximates
fair value because of their short term to maturity. At March 31,
2001, available-for-sale debt securities consisted of $885,000 of
U.S. Government Securities with maturities through June, 2001.
Available-for-sale equity securities are carried at fair value as
determined by quoted market prices. The portfolio of available-
for-sale equity securities had a cost of $37,000 and a market value
of $71,000 as of March 31, 2001. The aggregate excess of market
value over cost of such securities as of March 31, 2001 of $34,000
is presented as a separate component of stockholders' equity. The
excess of market value over cost consisted of gross unrealized
gains of $49,000 and gross unrealized losses of $15,000 as of March
31, 2001. The cost of marketable securities sold is determined on
the specific identification method and realized gains and losses
are reflected in income. Proceeds from sale and maturity of
available-for-sale securities during the three months ended March
31, 2001 amounted to $591,000. Dividend and interest income is
accrued as earned.
NOTE 4 - TRADE RECEIVABLE:
Accounts receivable-trade as of March 31, 2001 and December
31, 2000 includes $772,000 and $634,000, respectively, related to
a project at the Southern Ocean Landfill ("SOLF") in New Jersey. On
May 15, 2000 the Company's capping plan for SOLF was approved by
the New Jersey Department of Environmental Protection (the "Capping
Plan"). The Capping Plan calls for the use of recycled materials
where possible in the implementation of the plan. Tipping fees
generated from the deposit of the recycled materials are paid into
a new escrow fund from which the Capping Plan costs are paid. The
Company has agreed to seek payment for its services and
reimbursement for its costs solely from the escrowed funds
generated from the delivery of recycled materials. However, there
can be no assurance that the Company will be able to solicit
sufficient quantities of recycled material to generate sufficient
funds for payment for the services of the Company. One recycled
material accounted for 65% of the total volume of all recycled
materials to be deposited at the site. The availability of this
recycled material has declined dramatically since the project was
first proposed, and the Company has a limited ability to substitute
materials under the Capping Plan. As a result, the project is
behind schedule and has incurred a disproportionate level of
operating expenses relative to tipping fees generated. The
original permit granted to complete the Capping Plan expired March
15, 2001. The estimated cost of the project was approximately $1.9
million, of which an estimated $1.4 - 1.5 million and $0.6 - 0.5
million would be paid to the Company and third parties,
respectively, for work on the project. The Company has proposed
modifications to the Capping Plan to allow additional time in which
to complete the project, and to allow additional materials to be
incorporated into the plan in order to provide funding of the
additional estimated project costs. The permit has been extended
to May 31, 2001 to allow the state authorities time to review the
proposed modifications to the Capping Plan. However, there can be
no assurance that regulatory approvals necessary for the
continuation of the project will be granted.
NOTE 5 - ESCROWED PROCEEDS FROM SALE OF SUBSIDIARY:
On March 1, 1996, the Company's wholly-owned subsidiary, THV
Acquisition Corp. ("THV"), sold all of the issued and outstanding
stock of Hunt Valve Company, Inc. ("Hunt") to ValveCo, Inc. A
portion of the net cash proceeds of the sale ($750,000) was placed
in an interest bearing escrow account to secure the Company's
indemnification obligations to the purchaser under the purchase
agreement. The escrow will terminate upon the earlier to occur of
(i) the release of all funds from escrow in accordance with the
terms thereof or (ii) the later to occur of (x) the expiration of
the applicable statute of limitations for the assessment of federal
income taxes for all taxable years with respect to which Hunt was
a member of the Company's consolidated tax group and (y) the
satisfaction by the Company of all assessments or other claims by
the Internal Revenue Service for taxes of the consolidated tax
group during such years. No indemnification claims have been
asserted. During December 2000, $841,000 was released to the
Company from the escrowed funds at the request of the Company when
it became evident that the income tax liability for the years
covered by the escrow was less than $100,000. The escrowed funds
with accrued interest income equal $119,000 and $114,000 as of
March 31, 2001 and December 31, 2000, respectively, and are
classified as current in the accompanying balance sheet since it is
anticipated that the funds will be released in 2001.
NOTE 6 - ASSETS HELD FOR SALE
Assets held for sale consist primarily of real estate which is
carried at a cost of $1,312,000 as of March 31, 2001 and December
31, 2000. The real estate included in this category consists of
approximately 430 acres in Deptford, N.J., including approximately
100 acres upon which the landfill owned and previously operated by
the Company's subsidiary, Kinsley's Landfill, Inc., is situated.
The Company is actively pursuing the disposition of these
properties. However, based upon market conditions for real estate
of this type, the Company is unable to determine when such sale(s)
will be consummated.
NOTE 7 - INCOME TAXES
During October 2000, the Company concluded litigation, which
it commenced in 1994, with the Service in Tax Court over the
Company's tax liability for taxable years 1980-88 and certain
issues from taxable years 1989-91. The Company settled all of the
issues before the Tax Court and has reached agreement with the
Service on the issuers for all of the subsequent taxable years
through 1996. The Company has been assessed $905,000 of federal
income tax after taking into account available net operating losses
and tax credits. In addition, the Company estimates that, as of
December 31, 2000, approximately $127,000 of state income tax and
$2,874,000 of federal interest are owed. State tax authorities may
assert that penalties are owed in connection with the state tax
liability arising from these settlements. The Company will decide
whether to challenge any such state tax penalties if and when they
are asserted. The Company has paid the portion of the assessment
related to 1995; $9,000 for federal taxes and $5,000 for interest.
The aggregate tax obligation owed as a result of the Company's
settlement with the Service of the Tax Court litigation and
subsequent taxable years equals approximately $3,892,000.
As a result of the settlements, the Company has accepted
approximately $5.9 million of the $33.3 million of total
adjustments to income asserted by the Service for the 1980-88
period. Many of the adjustments accepted by the Company relate to
issues on which the Service would likely have prevailed in Tax
Court. The Service has conceded adjustments totalling $27.4 million
of taxable income and $2.5 million of penalties. These settlements
were accepted by the Congressional Joint Committee on Taxation
during April 2000.
The Company has filed an Offer in Compromise with the Service
which requests a reduction in the amount due and permission to pay
the reduced obligations in installments. Payment of the state tax
liability and interest will be due when amended state tax returns
are filed to reflect adjustments to previously reported income
resulting from these settlements. The $3.9 million of taxes and
estimated interest calculated through December 31, 2000 that is
owed by the Company (plus additional interest accruing from March
31, 2001 until the obligations are settled) exceeds the Company's
current liquid assets (i.e. cash and marketable securities).
NOTE 8 - REMEDIATION AND CLOSURE COSTS
The Company and certain subsidiaries previously participated
in the resource recovery and waste management industries. These
activities included the hauling of waste, waste treatment and the
operation of three landfills. Although the landfills are now
closed, the Company continues to own two landfills, and to
remediate one of the owned landfills and one landfill formerly
leased, and has both incurred, and accrued for, substantial costs
associated therewith.
The impact of future events or changes in environmental laws
and regulations, which cannot be predicted at this time, could
result in material increases in remediation and closure costs
related to the Company's past waste related activities, possibly in
excess of the Company's available financial resources. A
significant increase in such costs could have a material adverse
effect on the Company's financial position, results of operations
and net cash flows.
The Company's accruals for closure and remediation activities
equal the present value of its allocable share of the estimated
future costs related to a site less funds held in trust for such
purposes. Such estimates require a number of assumptions, and
therefore may differ from the ultimate outcome. The costs of
litigation associated with a site are expensed as incurred.
As of March 31, 2001, the Company has accruals totalling $11.0
million for its estimated share of remediation and closure costs in
regard to the Company's former landfill operations, approximately
$9.0 million of which is held in trusts and maintained by trustees
for financing of the estimated $11.0 million required to fund the
closure plan related to the landfill in Deptford, New Jersey owned
by the Company's subsidiary, Kinsley's Landfill, Inc.
The Company and other responsible parties including SCA
Services, Inc. ("SCA"), which is an affiliate of Waste Management,
Inc. ("WMI"), have provided funding for the on-going remediation of
the Kin-Buc Landfill, located in Edison, New Jersey, under an
Amended Unilateral Administrative Order issued by the United States
Environmental Protection Agency ("EPA") in September 1990. The
Kin-Buc Landfill is owned and was operated by the Company's
subsidiary, Kin-Buc, Inc. ("Kin-Buc"). In November 1992, EPA
issued an Administrative Order for the remediation of certain areas
neighboring the Kin-Buc Landfill. The Company and each respondent
to these orders is jointly and severally liable thereunder. The
Company initiated a suit in 1990 against generators and
transporters of waste deposited at a site with the intent of
obtaining contribution toward the cost of remediation. On December
23, 1997, the Company entered into four agreements which settled
lawsuits related to the allocation of costs of remediation. One of
the December 23, 1997 agreements provided SCA's commitment to
defend and indemnify the Company from all future liability for and
in connection with the remediation of the site, including an area
in the vicinity of the Kin-Buc Landfill known as Mound B. However,
the Company remains a responsible party under the aforementioned
Administrative Orders issued by EPA.
The contractors have completed the construction required by
EPA pursuant to the Administrative Orders except for an area
neighboring the Kin-Buc Landfill known as Mound B discussed below.
Operation of the treatment plant and maintenance of the facilities
is being conducted by an affiliate of SCA.
In conjunction with the settlement of the litigation related
to the Kin-Buc Landfill discussed above, the Company committed a
portion of the proceeds, if any, net of certain adjustments,
arising from its litigation against its excess carriers be paid to
WMI. For a discussion of this matter, see "Insurance Claims for
Past Remediation Costs" contained in Part I, Item 2 Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources of this Form 10-QSB.
In May 1997, EPA began an investigation of the area known as
Mound B. In May 1998, the final plan of this investigation was
completed. In February 1999, the Company received a copy of a
letter sent from EPA to SCA informing SCA that EPA has concluded
that hazardous materials were disposed of in Mound B. The letter
also instructed SCA to provide EPA with work plans to address
conditions at the mound. A work plan submitted by SCA, and
negotiated throughout much of 2000, was approved subject to certain
contingencies, by EPA during January 2001. SCA has proposed that
the work commence during April 2001 subject to the satisfaction of
certain outstanding issues between SCA and EPA.
During February 2000, EPA sent the Company a request for
information to which the Company provided its response during May
2000. Beginning at or around the same time as the February 2000
inquiry, the Company and EPA entered into the first of a series of
agreements pursuant to which EPA agreed to defer the filing of
claims or commencement of litigation with respect to Mound B
against the respondents of the Administrative Orders, and the
Company agreed to extend the statute of limitations which may
otherwise have prevented the filing of such claims or commencement
of litigation. The most recent of such extensions expires June 15,
2001.
During July 1999, counsel to the Company was contacted by EPA
regarding a Piscataway, New Jersey site owned by Tang Realty, Inc.
("Tang"). Tang is a corporation controlled by Marvin H. Mahan, a
former director and officer, and former principal shareholder of
the Company. EPA is performing remediation at the site and had
requested information from approximately 100 potentially
responsible parties concerning their involvement with the Tang
site. The Company had no direct involvement with EPA since October
1990 and had not been the recipient of an EPA request for
information. The July 1999 inquiry set forth EPA's concern that
the statute of limitations on any claim EPA may have against the
Company with respect to the site would expire during August 1999.
In consideration for EPA's agreement to defer the filing of a claim
against the Company prior to the expiration of such statute of
limitations, the Company agreed to enter into an agreement to
extend the statute of limitations for a period of three months.
Subsequent to August 1999, EPA and the Company have entered into a
series of agreements to extend the statute of limitations. The
most recent of such extensions expires June 17, 2001. During this
period, EPA and the Company are to continue discussion of any
potential claims EPA may be contemplating against the Company with
respect to the site, and the amount of contribution EPA believes
such claims may warrant toward EPA's estimated $2.4 million of
unallocated remediation costs associated with the site. Pursuant
to a 1988 agreement with Tang, in 1988, 1989 and 1990 Transtech
spent approximately $4.3 million for the remediation of the site.
NOTE 9 - LEGAL PROCEEDINGS
See Item 1 of Part II of this Form 10-QSB for a discussion of
recent developments with respect to the Company's legal matters.
NOTE 10 - EMPLOYEE BENEFIT PLANS
On March 23, 2001, the Company registered 150,000 shares of
its Common Stock, par value $.50 per share, to be issued to its
employees and directors pursuant to the Transtech Industries, Inc.
2001 Employee Stock Plan (the "Plan"). The Plan was approved by
the Company's Board of Directors on February 7, 2001. All 150,000
shares to be granted under the Plan were issued on March 28, 2001,
and had an aggregate market value of $9,000.00.
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION, Cont'd
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in
conjunction with the Company's Consolidated Financial Statements
and related notes, which provide additional information concerning
the Company's financial activities and condition.
Forward-Looking Statements
Certain statements in this report which are not historical
facts or information are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, the information set forth herein.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
levels of activity, performance or achievement of the Company, or
industry results, to be materially different from any future
results, levels of activity, performance or achievement expressed
or implied by such forward-looking statements. Such factors
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; and other factors
discussed herein. As a result of the foregoing and other factors,
no assurance can be given as to the future results and achievements
of the Company. Neither the Company nor any other person assumes
responsibility for the accuracy and completeness of these
statements.
Results of Operations
The three months ended March 31, 2001 compared to the three
months ended March 31, 2000
Consolidated revenues by business segment for the three months
ended March 31, 2001 and 2000 were as follows (in $000):
2001 2000
Environmental Services 364 169
Electricity Generation $ - $ -
Subtotal 364 169
Intercompany (168) (169)
Net $ 196 $ 0
Consolidated net revenues for the three months ended March 31,
2001 were $196,000. All work performed for the same period of 2000
was for other members of the consolidated group, and eliminated in
consolidation. Therefore no consolidated net revenues were
reported.
The environmental services segment provides construction,
remedial and maintenance services at landfills, commercial and
industrial sites, and manages methane gas recovery operations. The
environmental services segment reported $364,000 of gross operating
revenues for the three months ended March 31, 2001 (prior to
elimination of intercompany sales) compared to $169,000 for the
period in 2000, an increase of 215%. Approximately $168,000 or 46%
of the environmental services segment's revenues for the period,
compared to 100% for last year, were for services provided to other
members of the consolidated group and therefore eliminated in
consolidation. Third party sales were $196,000 for the period in
2001, compared to none for the period in 2000. Substantially all
the third party sales during 2001 were to one customer.
The Company is continuing its efforts to expand the customer
base of the environmental services segment to additional entities
outside the consolidated group. In particular, the Company devoted
significant time and incurred significant professional fees during
1998, 1999 and 2000 in pursuit of a contract and state government
approval to perform the closure of the Southern Ocean Landfill
("SOLF") in New Jersey. On May 15, 2000 the Company's capping plan
for SOLF was approved by the New Jersey Department of Environmental
Protection (the "Capping Plan"). The Capping Plan has been limited
to the grading and capping of the 12 acre lined portion of SOLF and
grading and capping of a portion of the adjoining 44 acre unlined
landfill area, and grading and capping of a previously used access
road straddling the lined and unlined landfill areas at SOLF.
Approved activities also include leachate collection and pump
repair, slope stability analysis, stormwater management, gas vent
installation, groundwater monitoring and associated activities.
The Capping Plan calls for the use of recycled materials where
possible in the implementation of the plan. Tipping fees generated
from the deposit of the recycled materials are paid into an escrow
fund from which the Capping Plan costs are paid. The Company is
performing all of the above construction and managerial functions
required under the Capping Plan as well as acting as SOLF's agent
to solicit the recycled materials. The Company has agreed to seek
payment for its services and reimbursement for its costs solely
from the escrowed funds generated from the delivery of recycled
materials. However, there can be no assurance that the Company
will be able to solicit sufficient quantities of recycled material
to generate sufficient funds for reimbursement of the above
expenditures, or payment for the services of the Company. One
recycled material accounted for 65% of the total volume of all
recycled materials to be deposited at the site. The availability
of this recyclable material has declined dramatically since the
project was first proposed, and the Company has a limited ability
to substitute materials under the Capping Plan. As a result, the
project is behind schedule and has incurred a disproportionate
level of operating expenses relative to tipping fees generated.
The original permit granted to complete the Capping Plan expired
March 15, 2001. The estimated cost of the project was
approximately $1.9 million, of which an estimated $1.4 - 1.5
million and $0.6 - 0.5 million would be paid to the Company and
third parties, respectively, for work on the project. The Company
has proposed modifications to the Capping Plan to allow additional
time in which to complete the project, and to allow additional
materials to be incorporated into the plan in order to provide
funding of the additional estimated project costs. The permit has
been extended to May 31, 2001 to allow the state authorities time
to review the proposed modifications to the Capping Plan. The
Company recognized revenue of $195,000 related to this site during
the three months ended March 31, 2001. Approximately $772,000 and
$634,000 related to this project is included in Accounts receivable
- - trade at March 31, 2001 and December 31, 2000, respectively.
Such amounts includes billings of $104,000 for a portion of the
costs incurred and expensed in years prior to the award of the
contract.
The Company's environmental services segment continues to
perform closure activities on sites previously operated by the
Company's subsidiaries. Work performed on a landfill owned by the
Company and located in Deptford, New Jersey is submitted for
reimbursement to a trust account established to finance the closure
activities at the site.
No revenues were reported from the operation that generates
electricity using methane gas as fuel for the three months ended
March 31, 2001 and 2000. The electricity generating facility
consists of four diesel/generating units each capable of generating
approximately 48,000 kwh/day at full capacity. The decline in the
quantity of kilowatt hours sold is primarily due to the Company
electing not to repair the diesel/generating units pending the
outcome of negotiations of offers to purchase the electricity
generating operations. Electricity generated is sold pursuant to
a long term contract with a local utility. The contract has four
years remaining. Revenues are a function of the number of kilowatt
hours sold, the rate received per kilowatt hour and capacity
payments. The contract with the local utility allows for a
continuous interruption in electricity supply for a period of up to
twelve months. The Company temporarily curtailed the facility's
operations during June 1999 and has operated one unit sporadically
since June 2000. Methane gas is a component of the landfill gas
generated by a landfill site owned by the Company and located in
Deptford, New Jersey. Engineering studies indicate sufficient
quantities of gas at the landfill to continue the operation of the
facility for approximately 11 years. Elements of the landfill gas
are more corrosive to the equipment than traditional fuels,
resulting in more hours dedicated to repair and maintenance than
with equipment utilizing traditional fuels. The Company is
evaluating several options with respect to the future operation of
the facility .
Consolidated direct operating costs were $42,000 for the three
months ended March 31, 2001 compared to none reported for the same
period in 2000. This increase in direct operating costs is
primarily due to the increase in activities of the environmental
services segment. No costs of the environmental services segment
were reported for the period in 2000 since all such costs incurred
related to work performed for other members of the consolidated
group and have been eliminated in consolidation. No costs were
reported for the electricity generating operation for the three
months ended March 31, 2001 and 2000 due to the Company's decision
to forego expenditures on the operation, repair and maintenance of
the electric generating equipment.
Consolidated selling, general and administrative expenses for
the three months ended March 31, 2001 were $356,000, a decrease of
$9,000 or 2.5% from $365,000 reported for the same period in 2000.
The decrease in selling, general and administrative expenses is
primarily due to a decrease in professional fees, insurance costs
and expenditures related to the Company's business development and
asset divestiture efforts in excess of an increase in personnel
costs. Significant professional fees and administrative costs
continue to be incurred in support of the Company's ongoing
litigation, business development and asset divestiture efforts (see
"Liquidity and Capital Resources - Liquidity").
The Company's consolidated operating loss for the three months
ended March 31, 2001 decreased to $202,000 from a loss of $365,000
for the same period in 2000.
Consolidated investment income was $19,000 for the three
months ended March 31, 2001, a decrease of $10,000 from $29,000 for
the comparable period in 2000.
Consolidated interest expense for the three months ended March
31, 2001 was less than $1,000 versus $1,000 reported for the same
period in 2000.
Interest reported as "Interest (expense) credit related to
income taxes payable" represents the increase or decrease in the
amount of interest accrued on estimated income taxes payable as a
result of the Company's tax litigation referred to below. Interest
expense of $100,000 and $83,000 was reported for the three months
ended March 31, 2001 and 2000, respectively.
Consolidated miscellaneous income for the three months ended
March 31, 2001 was $27,000, an increase of $4,000 when compared to
the $23,000 reported for the same period of 2000. Miscellaneous
income for the period in 2001 and 2000 includes income of $2,500 in
recognition of royalty payments received from the lessee of certain
of the Company's real property situated beneath the lessee's
landfill. The payments are reported net of a fee payable pursuant
to a consulting agreement executed in 1982.
No provision for income taxes has been recognized for the
three months ended March 31, 2001 and 2000.
Consolidated net loss for the three months ended March 31,
2001 was $256,000 or $(.09) per share, compared to a net loss of
$397,000 or $(.14) per share, for the three months ended March 31,
2001.
Liquidity and Capital Resources
THE COMPANY FACES SIGNIFICANT SHORT-TERM AND LONG-TERM CASH
REQUIREMENTS FOR (I) FEDERAL AND STATE INCOME TAXES AND INTEREST
WHICH HAVE BEEN ASSESSED AND ARE NOW DUE AS DISCUSSED BELOW AND IN
THE NOTES TO THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR
THE QUARTER ENDED MARCH 31, 2001, (II) FUNDING OBLIGATIONS AND
REMEDIATION COSTS ASSOCIATED WITH SITES OF PAST OPERATIONS, AND
(III) FUNDING ITS PROFESSIONAL AND ADMINISTRATIVE COSTS.
As discussed in detail below, the Company and the Internal
Revenue Service (the "Service") have settled all of its issues
before the US Tax Court regarding the Company's tax liability for
the years 1980 through 1991, and the federal and state income tax
obligations stemming from the settlements have been assessed and
are now due. The assessed tax obligation, estimated at
approximately $3.9 million through March 31, 2001, exceeds the
Company's currently liquid assets. Although the Company
anticipates that a favorable resolution of its claims against its
insurance carriers for recoveries of past remediation costs,
discussed below, will result in after-tax proceeds greater than the
amount of the assessed tax obligations, the proceeds remaining
after an immediate payment of the full amount of the tax obligation
may be insufficient to satisfy the Company's other obligations and
meet its operating expenses as they come due. The Company intends
to pursue all opportunities of potential relief with respect to the
payment of the tax obligation afforded it under the tax code. In
addition, the Company's past participation in the waste handling
and disposal industries subjects the Company to future events or
changes in environmental laws or regulations, which cannot be
predicted at this time, which could result in material increases in
remediation and closure costs, and other potential liabilities that
may ultimately result in costs and liabilities in excess of its
available financial resources.
The Company continues to pursue the sale of assets held for
sale and the sale of underperforming operations, however, no
assurance can be given that the timing and amount of the proceeds
from such sales will be sufficient to meet the cash requirements of
the Company as they come due. In addition, the Company cannot
ascertain whether its remaining operations and funding sources will
be adequate to satisfy its future cash requirements.
In the event of an unfavorable resolution of the insurance
litigation or payment negotiations with the Service, or should the
proceeds of asset sales be insufficient to meet the Company's
future cash requirements, including its tax liabilities, then, if
other alternatives are unavailable at that time, the Company will
be forced to consider a plan of liquidation of its remaining
assets, whether through bankruptcy proceedings or otherwise.
Net cash used in operating activities for the three months
ended March 31, 2000 decreased to a net use of $299,000 compared to
a use of $327,000 in the same period of 2000, due primarily to the
increase in cash received from customers. Net cash provided by
investing activities decreased for the three months ended March 31,
2001 to $283,000 from $785,000 due in part to the timing of the
maturity and re-investment of securities, and the funding of the
cash used in operating activities. The use of cash in financing
activities decreased to $2,000 from $7,000 for the period last
year. Funds held by the Company in the form of cash and cash
equivalents decreased as of March 31, 2001 to $57,000 from $925,000
as of March 31, 2000. The sum of cash, cash equivalents and
marketable securities as of March 31, 2001 decreased to $1,013,000
from $1,360,000 when compared to March 31, 2000.
Working capital deficit was $(1.7) million as of March 31,
2001 and $(1.6) million as of December 31, 2000, and the ratio of
current assets to current liabilities was .6 to 1 as of March 31,
2001 and 0.6 to 1 as of December 31, 2000.
Taxes
During October 2000, the Company concluded litigation, which
it commenced in 1994, with the Service in Tax Court over the
Company's tax liability for taxable years 1980-88 and certain
issues from taxable years 1989-91. The Company settled all of the
issues before the Tax Court and has reached agreement with the
Service on its tax liability for all of the subsequent taxable
years through 1996. The Company has been assessed $905,000 of
federal income tax after taking into account available net
operating losses and tax credits. In addition, the Company
estimates that, as of March 31, 2001, approximately $127,000 of
state income tax and $2,874,000 of federal interest are owed.
State tax authorities may assert that penalties are owed in
connection with the state tax liability arising from these
settlements. The Company will decide whether to challenge any such
state tax penalties if and when they are asserted. The Company has
paid the portion of the assessment related to 1995 during 2000;
$9,000 for federal taxes and $5,000 for interest. The aggregate
tax obligation owed as a result of the Company's settlement with
the Service of the Tax Court litigation and subsequent taxable
years equals approximately $3,892,000.
As a result of the settlements, the Company has accepted
approximately $5.9 million of the $33.3 million of total
adjustments to income asserted by the Service for the 1980-88
period. Many of the adjustments accepted by the Company relate to
issues on which the Service would likely have prevailed in Tax
Court. The Service has conceded adjustments totalling $27.4 million
of taxable income and $2.5 million of penalties. These settlements
were accepted by the Congressional Joint Committee on Taxation
during April 2000.
During March, 2001, the Company filed an Offer in Compromise
with the Service which requests a reduction in the amount due and
permission to pay the reduced obligations in installments. Payment
of the state tax liability and interest will be due when amended
state tax returns are filed to reflect adjustments to previously
reported income resulting from these settlements. The $3.9 million
of taxes and estimated interest calculated through March 31, 2001
that is owed by the Company (plus additional interest accruing from
March 31, 2001 until the obligations are settled) exceeds the
Company's current liquid assets (i.e. cash and marketable
securities).
Remediation and Closure Costs
As of March 31, 2001, the Company has accrued $11.0 million
for its estimated share of remediation and closure costs related to
the Company's former landfill and waste handling operations.
Approximately $9.0 million is held in trust and maintained by
trustees for the post-closure activities of one site located in
Deptford, New Jersey (see Note 8 to the Company's Consolidated
Financial Statements).
The Company and other responsible parties including SCA
Services, Inc. ("SCA"), which is an affiliate of Waste Management,
Inc. ("WMI"), have provided funding for the on-going remediation of
the Kin-Buc Landfill, located in Edison, New Jersey, under an
Amended Unilateral Administrative Order issued by the United States
Environmental Protection Agency ("EPA") in September 1990. The
Kin-Buc Landfill is owned and was operated by the Company's
subsidiary, Kin-Buc, Inc. ("Kin-Buc"). In November 1992, EPA
issued an Administrative Order for the remediation of certain areas
neighboring the Kin-Buc Landfill. The Company and each respondent
to these orders is jointly and severally liable thereunder. The
Company initiated a suit in 1990 against generators and
transporters of waste deposited at a site with the intent of
obtaining contribution toward the cost of remediation. On December
23, 1997, the Company entered into four agreements which settled
lawsuits related to the allocation of costs of remediation. One of
the December 23, 1997 agreements provided SCA's commitment to
defend and indemnify the Company from all future liability for and
in connection with the remediation of the site, including an area
in the vicinity of the Kin-Buc Landfill known as Mound B. In
conjunction with the settlement of the litigation related to the
Kin-Buc Landfill discussed above, the Company committed a portion
of the proceeds, if any, net of certain adjustments, arising from
its litigation against its excess carriers be paid to WMI. Such
payment is not to exceed $3.5 million. For a discussion of this
matter, see "Insurance Claims for Past Remedial Costs" below.
However, the Company remains a responsible party under the
aforementioned Administrative Orders issued by EPA, and may incur
administrative and legal costs complying with such Administrative
Orders.
In May 1997, EPA began an investigation of the area known as
Mound B. In May 1998, the final plan of this investigation was
completed, and in February 1999, the Company received a copy of a
letter sent from EPA to SCA informing SCA that EPA has concluded
that hazardous materials were disposed of in Mound B. The letter
also instructed SCA to provide EPA with work plans to address
conditions at the mound. During February 2000, EPA sent the
Company a request for information to which the Company provided its
response during May 2000. Beginning at or around the same time as
the February 2000 inquiry, the Company and EPA entered into the
first of a series of agreements pursuant to which EPA agreed to
defer the filing of claims or commencement of litigation with
respect to Mound B against the respondents of the Administrative
Orders, and the Company agreed to extend the statute of limitations
which may otherwise have prevented the filing of such claims or
commencement of litigation. The most recent of such extensions
expires June 15, 2001.
During July 1999, counsel to the Company was contacted by EPA
regarding a Piscataway, New Jersey site owned by Tang Realty, Inc.
("Tang"). Tang is a corporation controlled by Marvin H. Mahan, a
former director and officer, and former principal shareholder of
the Company. EPA is performing remediation at the site and had
requested information from approximately 100 potentially
responsible parties concerning their involvement with the Tang
site. Transtech had no direct involvement with EPA since October
1990 and had not been the recipient of an EPA request for
information. The July 1999 inquiry set forth EPA's concern that
the statute of limitations on any claim EPA may have against the
Company with respect to the site would expire during August 1999.
In consideration for EPA's agreement to defer the filing of a claim
against the Company prior to the expiration of such statute of
limitations, the Company agreed to enter into an agreement to
extend the statute of limitations for a period of three months.
Subsequent to August 1999, EPA and the Company have entered into a
series of agreements to extend the statute of limitations. The
most recent of such extensions expires June 17, 2001. During this
period, EPA and the Company are to continue discussions of any
potential claims EPA may be contemplating against the Company with
respect to the site, and the amount of contribution EPA believes
such claims may warrant toward EPA's estimated $2.4 million of
unallocated remediation costs associated with the site. Pursuant
to a 1988 agreement with Tang, in 1988, 1989 and 1990 Transtech
spent approximately $4.3 million toward the remediation of the
site.
Insurance Claims for Past Remediation Costs
In 1995, the Company commenced suit against its excess
insurers who provided coverage during the period 1965 through 1986
to obtain a recovery of past remediation costs and indemnification
for future costs incurred in connection with the remediation of the
Kin-Buc Landfill, the Tang site located in Piscataway, N.J., and
for the defense of litigation related thereto. The defendant
insurers, which include various London and London Market insurance
companies, First State Insurance Company and International
Insurance Company. During June 1999, the Company and First State
entered into an agreement pursuant to which the Company agreed to
accept $250,000 in satisfaction of its current and potential future
claims with respect to environmental contamination as defined in
such agreement. During July 2000, the Company and International
Insurance Company entered into an agreement pursuant to which the
Company agreed to accept $17,500 in satisfaction of its current and
future environmental contamination claims. The remaining
defendants have answered the complaint against them and discovery
has substantially concluded. Further proceedings have been stayed
pending the outcome of settlement negotiations. Some of the London
and London Market insurance companies that participated in the
policies held by the Company are insolvent. The estates of some of
these insolvent companies have sufficient assets to make a partial
contribution toward claims filed by the Company. During August
1999 the Company received approximately $35,000 in satisfaction of
its claims against the estate of an insolvent excess insurance
carrier. The Company has committed a portion of the proceeds, if
any, arising from this suit to be paid to certain third-parties in
conjunction with the settlement of certain litigation related to a
site of past operations located in Carlstadt, New Jersey. The
Company also committed a portion of the proceeds, if any, net of
certain adjustments, arising from this excess carrier litigation be
paid to legal counsel representing the Company in this suit and to
WMI in conjunction with the settlement of the litigation related to
the Kin-Buc Landfill as discussed above. All of the policies of
excess insurance issued by the defendant insurers cover Transtech,
its present subsidiaries and former subsidiaries, some of which
Transtech no longer controls. Certain companies presently or
formerly owned or controlled by a former principal shareholder,
director and officer of the Company are also covered, however such
parties assigned their rights as holders and claimants under these
policies to the Company in October 1998.
The Company can not assure that the timing and amount of the
net proceeds from the successful litigation or settlement of the
insurance claims will be sufficient to meet the cash requirements
of the Company discussed above.
Assets Held for Sale
Assets held for sale consist primarily of real estate which is
carried at a cost of $1,312,000 as of March 31, 2001 and December
31, 2000. The real estate included in this category consists of
approximately 430 acres of predominately vacant property located in
Deptford, N.J. (including approximately 100 acres upon which the
landfill owned and operated by the Company's subsidiary Kinsley's
Landfill, Inc. ("Kinsley's") is situated). The Company had
attempted to maximize the consideration received for the property
through the sale or lease of the Deptford Property as a recycling
center/construction and demolition waste depository. However,
discussions with local officials lead the Company to conclude that
such plans are unlikely to be accomplished in the foreseeable
future. The Company is now pursuing the disposition of the
property through the sale of individual parcels and/or groups of
parcels and is negotiating a contract for approximately 55 acres.
However, based upon market conditions for real estate of this type
the Company is unable to determine when sale(s) of the parcels will
ultimately be consummated and proceeds received. The Company has
been advised that developers typically will not consummate a
purchase until their plans for the property have been approved by
applicable local and state agencies; a process that could require
two or more years to accomplish.
Escrowed Proceeds from Sale of Subsidiary
A portion of the net cash proceeds from the 1996 sale of a
subsidiary was placed in an interest bearing escrow account to
secure the Company's indemnification obligations to the purchaser
under the purchase agreement. The escrow will terminate upon the
earlier to occur of (i) the release of all funds from escrow in
accordance with the terms thereof or (ii) the later to occur of (x)
the expiration of the applicable statute of limitations for the
assessment of federal income taxes for all taxable years with
respect to which the subsidiary was a member of the Company's
consolidated tax group and (y) the satisfaction by the Company of
all assessments or other claims by the Internal Revenue Service for
taxes of the consolidated tax group during such years. No
indemnification claims have been asserted. During December 2000,
$841,000 was released to the Company from the escrowed funds at the
request of the Company when it became evident that the income tax
liability for the years covered by the escrow were less than
$100,000. The escrowed funds plus accrued interest income equal
$119,000 as of March 31, 2001.
Gas Lease and Electricity Generating Equipment
During 1998, Kinsley's entered into a series of agreements
with Deptford Gas Company, LLC and entities affiliated with it
(together referred herein as ("DGC")), regarding its electricity
generation operations pursuant to which Kinsley's granted DGC the
right to extract and utilize all gas produced at the landfill site,
Kinsley's agreed to purchase gas from DGC, Kinsley's agreed to
operate and maintain the gas collection system and the electricity
generating equipment for the benefit of DGC, Kinsley's agreed to
sell its electricity generating operation to DGC, Kinsley's granted
DGC the right to process its leachate, and Kinsley's agreed to
operate and maintain DGC's leachate processing equipment. DGC
failed to comply with certain conditions of the agreements by their
May 1999 expiration date. The Company and DGC continued
discussions beyond May 1999, but failed to reach agreement on a
transaction similar to that originally contemplated, therefore
during January, 2000 the Company voided all agreements with DGC.
The Company is evaluating several options with respect to the
future operation of the facility.
THE COMPANY CAN NOT ASSURE THAT THE TIMING AND AMOUNT OF THE
NET PROCEEDS FROM THE SALE OF SUCH ASSETS HELD FOR SALE, THE
SUCCESSFUL LITIGATION OR SETTLEMENT OF THE INSURANCE CLAIMS AND THE
ESCROWED PROCEEDS FROM THE SALE OF A SUBSIDIARY WILL BE SUFFICIENT
TO MEET THE CASH REQUIREMENTS OF THE COMPANY DISCUSSED ABOVE.
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Company is a party to other pending legal proceedings, all
of which have been reported in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2000. Reference is
made thereto for a description of such litigation, and to the
discussion contained in Part I, Item 2 Management's Discussion and
Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources of this Form 10QSB.
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
PART II - OTHER INFORMATION, Cont'd
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit 11 - Computation of Earnings (Loss) Per Common Share
Exhibit 27 - Financial Data Schedule
b) Reports on Form 8-K
None
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
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)
Date: May 15, 2001 By: /s/ Robert V. Silva
Robert V. Silva, President
and Chief Executive Officer
and
Date: May 15, 2001 By: /s/ Andrew J. Mayer, Jr.
Andrew J. Mayer, Jr.
Vice President-Finance, Chief
Financial Officer and Secretary
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED March 31, 2001
EXHIBIT INDEX
EXHIBIT PAGE
NO. NO.
11 Computation of Earnings (Loss) Per Common Share 33
27 Financial Data Schedule N/A
1344: