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) March 28, 2008
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)564-3122
(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.
A.Ruling of the U.S. Court of Appeals.
As previously reported, in conjunction with the 1997 settlement of the
litigation related to the Kin-Buc Landfill, the Company agreed to allow SCA
Services, Inc. (?SCA?), an affiliate of Waste Management, Inc., to claim
against a portion of the proceeds arising from its lawsuit against its
excess insurance carriers (the ?Lloyds Suit?). The maximum amount which
could be found to be payable to SCA, $3.5 million, was placed directly into
escrow from the proceeds of the Lloyds Suit settlement during 2002, and was
to remain in escrow until the amount of such obligation was determined in
accordance with the terms of the 1997 settlement. The Company and SCA
disagreed over the amount payable to SCA, and during August 2002 the Company
and SCA submitted the dispute regarding the amount payable to binding
arbitration for resolution. On February 6, 2004 the arbitrator issued the
final of three conflicting rulings, finding in favor of SCA awarding it
$3.5 million.
The Company commenced two separate actions during February 2004 to
either vacate or modify the arbitrator?s award. The first action entailed
the filing of a civil complaint in the United States District Court for the
District of New Jersey, entitled Transtech Industries, Inc. v. SC Holdings,
Inc.. SC Holdings, Inc. is the alleged corporate successor to SCA. The
second action was the filing of a motion under the Kin-Buc Cost Recovery
Action (the existing case in the United States District Court for the
District of New Jersey) under which claims related to the 1997 Agreement
had been addressed. On February 17, 2004 SC Holdings, Inc. filed a
complaint against the Company in the Supreme Court of New Jersey, Law
Division, Middlesex County entitled SC Holdings, Inc. f/k/a SCA Services,
Inc. v. Transtech Industries, Inc. (Docket No. L-1214-04). SCA sought the
Court's confirmation of the arbitrator's award and a judgment in favor of
SCA of $3.5 million. During April 2004, the Company and SC Holdings, Inc.
agreed to be bound by the decisions and final unappealable orders rendered
in the Kin-Buc Cost Recovery Action. Accordingly, SC Holdings, Inc. agreed
to dismiss the suit initiated in Middlesex County and the Company agreed to
dismiss the suit initiated with the United States District Court against SC
Holdings, Inc.
The arbitrator's ruling was affirmed by the District Court on October
28, 2005. In December, 2005 the Company filed an appeal of the District
Court's ruling with the United States Court of Appeals for the Third
Circuit (No. 05-5246), and oral arguments were made before the Court during
January 2008. The Court rendered its decision on March 24, 2008 affirming
the District Court's decision. The Company has not yet decided whether it
will appeal this decision. The amount held in escrow is not reflected on
the Company's financial statements; therefore the Court's decision will not
adversely impact the Company's financial statements. The Company will
recognize income equal to the amount of the escrow remaining after payment
of amounts due SCA, if any, in the period such funds are released from
escrow.
The Court?s decision was addressed in the text of the press release
presented below.
B. Results for the Year ended December 31, 2007.
On March 28, 2008 the Company announced its results of operations for
the year ended December 31, 2007. Such results were addressed in the text
of the press release presented below.
C. Press Release.
The following is the text of the press release dated March 28, 2008
reporting Transtech Industries, Inc.'s results of operations for the year
ended December 31, 2007 and the ruling of the U.S. Court of Appeals.
TRANSTECH INDUSTRIES, INC. REPORTS RESULTS
FOR THE YEAR ENDED DECEMBER 31, 2007 AND
RULING BY THE U.S. COURT OF APPEALS
PISCATAWAY, N.J., March 28, 2008 - 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, 2007. The Company?s subsidiaries perform environmental services and
generate electricity utilizing methane gas as fuel.
Revenues for the electricity generation segment for the years ended
December 31, 2007 and 2006 were $537,000 and $364,000, respectively. The
increase in revenue was due to an increase in both kilowatt hours generated
and fee received. Gross revenues of the environmental services segment for
2007 and 2006 were $933,000 and $1,196,000, respectively. The environmental
services in both periods were conducted on sites owned or leased by members
of the consolidated group and therefore eliminated in the calculation of
net revenues.
The cost of operations for the years ended December 31, 2007 and 2006
were $2,532,000 and $2,409,000, respectively. The net increase in costs
was primarily due to an increase in professional fees, general operating
expenses and costs incurred to relocate the environmental operations into a
new facility.
Results for 2006 include a gain of $1,852,000 from the sale of 60
acres of property located in Deptford Township, N.J.
Other income for the years ended December 31, 2007 and 2006 was
$725,000 and $1,335,000, respectively, which include proceeds from
insurance claims of $137,000 and $600,000, respectively. Other income for
2006 includes $129,000 received in settlement of litigation regarding the
Company?s interest in a former partnership.
Income tax benefit for the year ended December 31, 2007 was $454,000
versus an income tax expense of $512,000 for 2006.
Net loss for the years ended December 31, 2007 was $816,000, or $.27
per share, versus a net income of $630,000, or $.21 per share, for 2006.
The Company and certain subsidiaries previously participated in the
waste recovery and waste management industries. The Company continues to
incur administrative and legal expenses on matters related to its past
participation in those industries. In addition, the Company may incur
significant remediation and post-closure costs related to sites of past
operations.
As previously disclosed, the Company commenced litigation during
February 2004 to either vacate or modify an arbitrator?s award of $3.5
million of insurance proceeds, held in escrow since 2002, to SCA Services,
Inc. (?SCA?). The arbitrator's ruling was affirmed by the District Court
during October 2005. In December, 2005 the Company filed an appeal of the
District Court's ruling with the United States Court of Appeals for the
Third Circuit. The Court of Appeals rendered its decision on March 24,
2008 affirming the lower Court's decision. The Company has not yet decided
whether it will appeal this recent decision. The amount held in escrow is
not reflected on the Company's financial statements; therefore the Court's
decision will not adversely impact the Company's financial statements. The
Company will recognize income equal to the amount of the escrow remaining
after payment of amounts due SCA, if any, in the period such funds are
released from escrow.
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 audited consolidated balance sheet as of
December 31, 2007 and comparative consolidated statements of operations for
the years ended December 31, 2007 and 2006.
TRANSTECH INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
As of December 31, 2007
(In $000's)
Assets
Cash and cash equivalents $ 961
Marketable securities 3,267
Restricted escrow accounts 1,018
Other current assets 765
Total current assets 6,011
Restricted escrow accounts 6,355
Other assets 2,149
Total assets $14,515
Liabilities and Stockholders' Equity
Total current liabilities $ 1,827
Income taxes payable 738
Accrued post-closure costs 7,762
Other liabilities 17
Stockholders' equity 4,171
Total Liabilities and Stockholders' Equity $14,515
CONSOLIDATED STATEMENTS OF OPERATIONS
(In $000's, except per share data)
For the Years
Ended December 31,
2007 2006
Gross Revenues $1,470 $1,560
Less: Eliminations (933) (1,196)
Net Revenues 537 364
Cost of Operations (2,532) (2,409)
Gain from Sale of Real Property - 1,852
Other Income(a) 725 1,335
Income Tax Benefit (Expense) 454 (512)
Net Income (Loss) $ (816) $ 630
Loss per common share:
Net Income (Loss) $ (.27) $ .21
Number of shares used in
calculation 2,979,190 2,979,190
(a) Amounts for 2007 and 2006 include $137,000 and $600,000, respectively,
of proceeds from insurance claims.
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: March 28, 2008