UNITED STATES 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, 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 6 pages
Item 8.01. OTHER EVENTS.
Press Release
The following is the text of the press release dated November 14, 2005
reporting Transtech Industries, Inc.'s results of operations for the three and
nine month periods ended September 30, 2005.
TRANSTECH INDUSTRIES, INC. REPORTS RESULTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2005
PISCATAWAY, N.J., November 14, 2005 - 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, 2005. The Company's subsidiaries perform environmental services
and generate electricity utilizing methane gas as fuel.
Revenues for the electricity generation segment for the three months ended
September 30, 2005 and 2004 were $145,000 and $100,000, respectively. The
increase in revenue was due to an increase in rate received per kilowatt
generated. Gross revenues of the environmental services segment for the period
in 2005 and 2004 were $223,000 and $247,000, respectively. The environmental
services provided in both periods were to members of the consolidated group and
therefore eliminated in the calculation of net revenues.
The cost of operations for the three months ended September 30, 2005 and
2004 were $435,000 and $509,000, respectively. The net decrease in expenses was
primarily due to a decline in administrative expenses.
Other income for the three months ended September 30, 2005 was $637,000
versus $2,457,000 reported for the period in 2004. The income for 2005 includes
$510,000 of proceeds from claims against excess insurance carriers. The income
for 2004 includes a $2,332,000 gain resulting from the reduction in the
Company's federal tax obligation recognized with IRS acceptance of the Company's
Offer in Compromise.
Income tax expense for the three months ended September 30, 2005, was
$189,000 compared to a benefit of $133,000 reported for the period in 2004.
Net income for the three months ended September 30, 2005 and 2004 was
$158,000 or $.05 per share versus $2,181,000 or $.73 per share, respectively.
Revenues for the electricity generation segment for the nine months ended
September 30, 2005 and 2004 were $296,000 and $262,000, respectively. The
increase in revenue was due to an increase in the rate received per kilowatt
generated. Gross revenues of the environmental services segment for the period
in 2005 and 2004 were $652,000 and $721,000, respectively. The environmental
services provided in both periods were to members of the consolidated group and
therefore eliminated in the calculation of net revenues.
The cost of operations for the nine months ended September 30, 2005 and
2004 were $1,452,000 and $1,469,000, respectively. Increases in direct
operating costs and accretion expense were offset by a decline in administrative
expenses.
Other income for the nine months ended September 30, 2005 was $3,324,000
versus $2,579,000 reported for the period in 2004. The income for 2005 includes
proceeds from insurance claims of $3,220,000. The income for 2004 includes the
gain from the reduction in tax obligations discussed above.
Income tax expense for the nine months ended September 30, 2005, was
$836,000 compared to a benefit of $323,000 reported for the period in 2004.
Net income for the nine months ended September 30, 2005 and 2004 was
$1,332,000 or $.45 per share versus $1,695,000 or $.57 per share, respectively.
As previously disclosed, the Company and SCA Holdings, Inc., an affiliate
of Waste Management, Inc, submitted the dispute regarding SCA's claim against
proceeds from the Company's 2001 settlement with certain excess insurance
carriers to arbitration. In February 2004, the arbitrator awarded SCA $3.5
million. The Company filed suit to overturn or amend the award. On October 31,
2005, the Court affirmed the arbitrator's award. The Company is currently
evaluating an appeal of the Court's ruling. The amount in dispute is held in
escrow and is not reflected on the Company's financial statements; therefore the
Court's decision will not adversely impact the Company's financial statements.
On October 18, 2005 the U.S. District Court for the District of New Jersey
accepted a consent decree that the Company had executed on December 30, 2004,
which resolved the claims brought against the Company and others by EPA, the New
Jersey Department of Environmental Protection and New Jersey Spill Compensation
Fund regarding the Kin-Buc Landfill.
As previously disclosed, the Company entered into the contract to sell 60
acres of property during May 2001 for $2.1 million. During March 2005, the
Company agreed to the Purchaser's request for an additional extension of the
closing date to December 2005 subject to definitive documentation. Negotiations
continue regarding the accommodation of stormwater run-off, the Company's
continued use of the building on the property post closing, and an additional
extension of the closing date due to the delay in constructing a replacement
facility for the Company's machinery and equipment.
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, 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 months ended
September 30, 2005. Certain modifications have been made to the historic
classification of accounts contained in the Company's financial statements.
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
As of September 30, 2005
(In $000's)
Assets
Cash and cash equivalents $ 1,679
Marketable securities 3,567
Accounts receivable, net of reserves 50
Refundable income taxes 1,111
Restricted escrow accounts 995
Other current assets 75
Total current assets 7,477
Restricted escrow accounts 6,939
Other assets 1,781
Total assets $16,197
Liabilities and Stockholders' Equity
Total current liabilities $ 2,752
Income taxes payable 1,206
Accrued closure costs 8,849
Other liabilities 39
Stockholders' equity 3,351
Total Liabilities and Stockholders' Equity $16,197
CONSOLIDATED STATEMENTS OF OPERATIONS
(In $000's, except per share data)
For the Three Months
Ended September 30,
2005 2004
Gross Revenues $ 368 $ 347
Less: Inter-company (223) (247)
Net Revenues 145 100
Cost of operations (435) (509)
Other income (expense)(a) 637 2,457
Income (taxes) benefit (189) 133
Net income (loss) $ 158 $2,181
Income (loss) per common share:
Net income (loss) $ .05 $ .73
Number of shares used in
calculation 2,979,190 2,979,190
For the Nine Months
Ended September 30,
2005 2004
Gross Revenues $ 948 $ 983
Less: Inter-company (652) (721)
Net Revenues 296 262
Cost of operations (1,452) (1,469)
Other income (expense)(b) 3,324 2,579
Income (taxes) benefit (836) 323
Net income (loss) $1,332 $1,695
Income (loss) per common share:
Net income (loss) $ .45 $ .57
Number of shares used in
calculation 2,979,190 2,979,190
(a) Amount for 2005 includes $510,000 of proceeds from insurance claims. Amount
for 2004 includes a $2,332,000 gain from the reduction of income tax
obligations.
(b) Amount for 2005 includes $3,220,000 of proceeds from insurance claims.
Amount for 2004 includes a $2,332,000 gain from the reduction of income tax
obligations.
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, 2005