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) April 18, 2005
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 4 pages
Item 8.01. OTHER EVENTS.
Press Release
The following is the text of the press release dated April 18, 2005
reporting Transtech Industries, Inc.'s results of operations for the year ended
December 31, 2004.
TRANSTECH INDUSTRIES, INC. REPORTS RESULTS
FOR THE YEAR ENDED DECEMBER 31, 2004
PISCATAWAY, N.J., April 18, 2005 - Robert V. Silva, President and Chief
Executive Officer of Transtech Industries, Inc. (OTC BULLETIN BOARD:TRTI)
announced the results of operations for the year ended December 31, 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 year ended
December 31, 2004 were $962,000 versus $961,000 for 2003. Revenues for the
electricity generation segment for the period in 2004 were $359,000 compared to
$228,000 in 2003. Net consolidated revenues (after the elimination of inter-
company environmental services revenues) for the years ended December 31, 2004
and 2003 were $359,000 and $298,000, respectively.
The cost of operations for the years ended December 31, 2004 and 2003 were
$1,720,000 and $1,642,000, respectively. The net increase in expenses was
primarily due to personnel related expenses.
Other income for the year ended December 31, 2004 was $2,276,000 versus an
expense of $173,000 reported for 2003. The increase in income in 2004 was
primarily due to a $2,332,000 gain from a reduction in federal income taxes and
interest payable as a result of the IRS acceptance of the Company's Offer in
Compromise. The gain is not subject to income tax.
An income tax benefit of $418,000 and $522,000 was recognized for the years
ended December 31, 2004 and 2003, respectively.
Net income for the year ended December 31, 2004 was $1,333,000 or $.45 per
share versus a net loss of $(995,000) or $(.33) per share for 2003.
The Company previously announced the settlement of three significant
matters during 2004. During February 2004 the Company reached settlement with
the United States Environmental Protection Agency ("EPA") of litigation
regarding the Chemsol Superfund site. During July 2004 the Company's Offer in
Compromise was accepted by the United States Internal Revenue Service ("IRS")
that reduced the income taxes and interest due from past settlements of issues
before the Tax Court. During December 2004 the Company reached settlement with
EPA and others of litigation regarding the Kin-Buc Landfill. The Kin-Buc
settlement is pending Court approval.
During November 2004, EPA issued an Unilateral Administrative Order to the
Company and certain other PRPs that seeks reimbursement of past costs and
contribution to the continuing remediation of a site of past operations located
in Carlstadt, NJ. The Company intends to comply with the Order, and is unable to
reasonably estimate a range of its possible obligation given the current status
of the proceedings.
The Company continues to face significant potential cash requirements for
litigation expenses, as well as ongoing administrative costs, and post-closure
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 year ended December 31, 2004.
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
As of December 31, 2004
(In $000's)
Assets
Cash and cash equivalents $ 1,038
Marketable securities 1,993
Accounts receivable, net of reserves 344
Refundable income taxes 1,111
Other current assets 325
m Total current assets 4,811
Other assets 1,920
Total assets $ 6,731
Liabilities and Stockholders' Equity
Total current liabilities $ 1,033
Income taxes payable 1,370
Accrued closure costs 2,181
Other liabilities 55
Stockholders' equity 2,092
Total Liabilities and Stockholders' Equity $ 6,731
CONSOLIDATED STATEMENTS OF OPERATIONS
(In $000's, except per share data)
For the Year
Ended December 31,
2004 2003
Gross Revenues $ 1,321 $ 1,189
Less: Inter-company (962) (891)
Net Revenues 359 298
Cost of operations (1,720) (1,642)
Other income (expense)(a) 2,276 (173)
Income (taxes) credit 418 522
Net income (loss) $ 1,333 $ (995)
Income (loss) per common share:
Net income (loss) $ .45 $ (.33)
Number of shares used in
calculation 2,979,190 2,979,190
(a) Amount for 2004 includes income of $2,332,000 resulting from a 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: April 19, 2005