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 15, 2004
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act.
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act.
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act.
Page 1 of 6 pages
Item 8.01. OTHER EVENTS.
Press Release
The following is the text of the press release dated November 15, 2004
reporting Transtech Industries, Inc.'s results of operations for the three and
nine month periods ended September 30, 2004.
TRANSTECH INDUSTRIES, INC. REPORTS RESULTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2004
PISCATAWAY, N.J., November 15, 2004 - 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 month periods ended
September 30, 2004. 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, 2004 were $247,000 versus $213,000 for 2003. Revenues for
the electricity generation segment for the period in 2004 were $100,000 compared
to $49,000 in 2003. Net consolidated revenues (after the elimination of inter-
company environmental services sales) for the three months of 2004 and 2003 were
$100,000 and $51,000, respectively.
The cost of operations for the three months ended September 30, 2004 and
2003 were $401,000 and $376,000, respectively. The net increase in expenses was
primarily due to increased professional fees and personnel related expenses.
Other net income for the three months ended September 30, 2004 was $17,000
versus a net expense of $28,000 for 2003. The increase was primarily due to a
reduction in interest accrued on the Company's estimated federal income tax
liability discussed below.
An income tax benefit of $133,000 and $378,000 was recognized for the three
months ended September 30, 2004 and 2003, respectively.
On July 28, 2004 the Company announced the acceptance of the Company's
Offer in Compromise by the Internal Revenue Service. The difference between the
total payments required under the Offer and the federal tax and interest
obligation previously accrued by the Company has been reported as an
extraordinary gain of $2,332,000 in the Company's results for the period ended
September 30, 2004. The gain is not subject to income tax.
Net income for the three months ended September 30, 2004 was $2,181,000 or
$.73 per share versus a net income of $25,000 or $.01 per share for 2003.
Gross revenues of the environmental services segment for the nine months
ended September 30, 2004 were $721,000 versus $743,000 for 2003. Revenues for
the electricity generation segment for 2004 were $262,000 versus $178,000 for
2003. Net consolidated revenues (after the elimination of inter-company
environmental services sales) for the nine months of 2004 and 2003 were $262,000
and $248,000, respectively.
The cost of operations for the nine months ended September 30, 2004 and
2003 were $1,213,000 and $1,294,000, respectively. The net decrease in expenses
was primarily due to the reduction in professional fees and bad debt expense.
Other net expense for the nine months ended September 30,2004 and 2003 were
$9,000 and $65,000, respectively. The decrease was primarily due to increased
rental income and a reduction in interest accrued on the Company's estimated
federal income tax liability.
An income tax benefit of $323,000 and $378,000 was recognized for the nine
months ended September 30, 2004 and 2003, respectively.
An extraordinary gain of $2,332,000 was recognized in the period for 2004
due to the reduction in federal income taxes and interest payable as a result of
the IRS acceptance of the Company's Offer in Compromise.
Net income for the nine months ended September 30, 2004 was $1,695,000 or
$.57 per share compared to net loss of $(733,000) or $(.25) per share for 2003.
The previously mentioned Offer in Compromise was accepted by the United
States Internal Revenue Service (the "IRS") by letter dated July 21, 2004 and
obligates the Company to pay a total of $2,490,000 in satisfaction of the
assessed income taxes and interest for the years 1980 through 1996 stemming from
the settlements of litigation before the Tax Court. A portion of the amount
due, $810,000 was paid during October 2004. The balance due is to be paid in
monthly installments payable over nine years. Interest will not be imposed on
the amount outstanding.
Also previously announced, the Company is a defendant in a suit brought by
U.S. Environmental Protection Agency ("EPA") regarding the Kin-Buc Landfill.
EPA seeks reimbursement of response costs totaling approximately $4.2 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 non-
penalty portions of the Kin-Buc claims pursuant to a 1997 litigation settlement.
Also in September 2002, EPA issued a notice to the Company and other PRPs
seeking a total of $9.5 million for reimbursement of past costs and contribution
to the cleanup plan for a portion of a site of past operations located in
Carlstadt, NJ.
The Company is unable to predict the outcome of the matters described above
or reasonably estimate a range of possible losses given the current status of
the proceedings. The Company continues to contest the charges vigorously.
The Company continues to face significant short-term and long-term cash
requirements for its federal 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, 2004.
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
As of September 30, 2004
(In $000's)
Assets
Cash and cash equivalents $ 1,810
Marketable securities 2,691
Accounts receivable, net of reserves 336
Refundable income taxes 993
Other current assets 464
Total current assets 6,294
Assets held for sale 1,312
Other assets 491
Total assets $ 8,097
Liabilities and Stockholders' Equity
Income taxes payable $ 1,029
Accounts payable and other current
liabilities 1,073
Total current liabilities 2,102
Income taxes payable 1,425
Accrued remediation and closure costs 2,054
Other liabilities 65
Stockholders' equity 2,451
Total Liabilities and Stockholders' Equity $ 8,097
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In $000's, except per share data)
For the Three Months
Ended September 30,
2004 2003
Gross Revenues $ 347 $ 262
Less: Inter-company (247) (211)
Net Revenues 100 51
Cost of operations (401) (376)
Other income (expense) 17 (28)
Income (taxes) credit 133 378
Extraordinary gain (a) 2,332 -
Net income (loss) $ 2,181 $ 25
Income (loss) per common share:
Net income (loss) $ .73 $ .10
Number of shares used in
calculation 2,979,190 2,979,190
For the Nine Months
Ended September 30,
2004 2003
Gross Revenues $ 983 $ 921
Less: Inter-company (721) (673)
Net Revenues 262 248
Cost of operations (1,213) (1,294)
Other income (expense) (9) (65)
Income (taxes) credit 323 378
Extraordinary gain (a) 2,332 -
Net income (loss) $ 1,695 $ (733)
Income (loss) per common share:
Net income (loss) $ .57 $ (.25)
Number of shares used in
calculation 2,979,190 2,979,190
(a) Resulting from reduction of accrued federal income taxes and related
interest.
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 hereunto 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 15, 2004