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Kinsley’s Landfill, Inc.
United Environmental Services
United Environmental Services, Inc. is a distributor for Triplepoint Water Technologies
Transtech Industries, through its subsidiaries currently hosts a 11.18 Megawatt dc solar project at its Kinsley’s Landfill, has extensive operational experience generating electricity with landfill gas, supervises and performs landfill operation and maintenance, Post Closure Care activities, manages methane gas recovery and control operations and turnkey wastewater management.
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TRANSTECH INDUSTRIES, INC. AND IT’S SUBSIDIARIES (“Company”)
ABOUT THE COMPANY
RECENT HISTORY (2011 – 2014)
Transtech Industries, Inc. (TRTI) was incorporated under the laws of the state of Delaware in 1965. TRTI is a Delaware Holding Company which manages five active subsidiaries including Kinsley’s Landfill, Inc. (“Kinsley’s”) and United Environmental Services, Inc. in Deptford, New Jersey.
As a result of shareholder litigation filed in 2011, a new Board of Directors was elected and a new management team was appointed in early 2012. Upon taking over the operations of the Company, the new management found the Company to be in dire financial condition with doubts about its future as a going concern. At that time in 2012, the Company had minimal cash to operate, significant uncollected receivables and past due law firm payables, a sizable IRS liability, substantial professional services expenses from previous years, and substantially declining revenues from ever diminishing methane / electricity production. Moreover, the Company had few prospects to generate additional revenue, and important local and state political and regulatory relationships of the Company were strained.
On May 13, 2010, the Company’s former management filed SEC Form 15 with the U.S. Securities and Exchange Commission pursuant to which the Company ceased to be a reporting company and the Company is, therefore, currently under no obligation to report any financial information or other material events given its status as a “no information” company. However, the current management for the Company seeks to make the operations and financial condition of TRTI more transparent for its shareholders and customers and is expanding its website to include certain information about its operations and financial condition.
Beginning in late 2012 and throughout 2013, the new management improved cash flow by selling off certain excess land and recovering settlements from insolvent insurance carriers. The Company also reduced excessive regulatory and professional operating expenses as compared to prior years. Such additional cash proceeds allowed the Company to pay off IRS obligations incurred over previous years totaling approximately $280,000.
Moreover, during 2013 and 2014, Kinsley’s created a new source of cash receipts by negotiating and executing fee generating fill material agreements for importation of NJDEP-approved soils from various sources including public works projects involving the NJDOT Rt. 295 / 42 / I-76 Direct Connect Project in Gloucester County, NJ. Also, during this period, TRTI believes that it improved its working relationship with the NJDEP relating to post-closure care activities at the Company’s major operating subsidiary, Kinsley’s, as well as improving its collection of billings to the NJDEP escrow account for such post-closure landfill care. Also, during 2013 and 2014, Kinsley’s negotiated and executed a ground lease with PSE&G for the installation of an 11.18 Megawatt – (dc) solar facility placed on 31 acres at the top of the Kinsley’s landfill site. Such solar facility was completed and brought online in December 2014 and rental payments from the solar lease agreement are scheduled to be paid on a quarterly basis beginning in April 2015 for the extended term of the lease.
In addition to the Company’s improving financial condition, Kinsley’s further improved its regulatory and governmental relationships when it filed an updated financial plan with the NJDEP as part of its post-closure financial plan. TRTI believes Kinsley’s became the first (and perhaps only) New Jersey closed landfill currently complying with the new, closed landfill requirements of New Jersey’s new Legacy Landfill Law to help insure the long-term, post closure care of the facility.
COMPANY FINANCIAL CONDITION
As a result of the Company’s cash receipts from multiple sources and recoveries of operating costs from the Kinsley’s escrow account controlled by NJDEP along with reduced professional and regulatory expenses as compared to prior years, the Company attained positive cash flow during the year ended 12/31/14. Company’s management believes that the Company will continue as a going concern based upon (1) continued receipts from the billings to Kinsley’s Escrow for post-closure care activities at the landfill, (2) the anticipated cash receipts from the ongoing and anticipated new fill agreements, (3) reduced operating costs as compared to previous years, (4) the anticipated receipts from the PSE&G solar facility lease beginning in April 2015, and (5) no material environmental event occurring that adversely affects the Company or its subsidiaries. The Company has no short term or long term debt except for truck and equipment financing obtained in the normal course of business for the post closure care activities at the landfill site.
THE COMPAN’S FUTURE PROSPECTS
The Company’s management is currently exploring additional potential projects to create additional revenue, increase the Company’s cash position and build long-term shareholder value. Such potential projects may include pursuing alternative fuel and renewable energy projects and adding additional solar facilities on the Company’s landfill sites. The Company also anticipates entering into additional fill material agreements for new fill soil that meets the Company’s material acceptance protocol or meets approved variances by NJDEP, all for the purpose of regrading the contours of Kinsley’s landfill site to preserve and maintain its functionality in connection with its post closure care activities.
UPDATE ON THE ACTIVITIES AND OPERATIONS OF TRANSTECH INDUSTRIES, INC. AND IT’S SUBSIDIARIES (the “Company”) IN 2015 AND THROUGH APRIL 30, 2016
OPERATIONS AND FINANCIAL CONDITION
1. During 2015, the Company’s operations consisted of: (1) performing post closure care activities at the Kinsley’s Landfill (a properly closed landfill) in accordance with a Plan approved by NJDEP, (2) performing post closure re-grading activities at the Kinsley’s Landfill in accordance with a Regrading Plan approved by the NJDEP; to include the importation of fee generated regulated soils, (3) overseeing and managing a long-term ground lease of 31 acres on the Kinsley’s landfill, for a solar facility, (4) exploring and developing future business projects related to alternative fuels, renewable energy, including additional solar, and excess land sales . For further discussion on these specific activities please refer to the Kinsley’s Landfill tab, the Regrading Project tab and the Solar tab noted within the Transtech Industries, Inc. website.
2. During 2015, the Company received funds from each of the operations mentioned above as follows: For item 1- the Company bills the existing NJDEP Escrow for services performed and receives a cash reimbursement, for item 2 –the Company bills the Regrading fund (fees paid to the Company to accept the regulated soils) for services performed, net of third party costs, and receives a cash reimbursement, and for item 3- the Company collects a ground rent for the solar facility under its surface lease.
3. During 2015, the Net Cash from the above operations decreased compared to 2014 (the first time in years that the Company had a positive cash flow from operations), mainly due to: (a) funding of a letter of credit restricted cash account for the Regrading Project, (b) reduced funding from completing the Soil importation contract related to the I-295 Direct Connect Project, and (c) the delay in finalizing new regulated soil importation contracts. This delay resulted from a longer than expected approval process in receiving an amended approval from the NJDEP on the Modified Closure and Post Closure Plan (“MC/PCP”). The MC/PCP was successfully obtained by the Company from the NJDEP in a letter dated October 15, 2015, which approval, considered a first of its kind, was based upon prior filings to the NJDEP, including a Regrading Plan and a revised Financial Plan.
4. The MC/PCP modifies the original Post Closure Plan approved in 1988 and provides for the following:
- The extension of the Post Closure period to June 30, 2027 from June 30, 2017.
- The expansion of the range of constituents of regulated soils permitted to be accepted at the Kinsley Landfill, and approval of the Material Acceptance Protocol (“MAP”).
- The establishment of a phased regrading area at the Kinsley’s Landfill for the importation of the regulated soils for the purpose of regrading the plateau contours of the Kinsley’s landfill site to preserve and maintain its functionality in conjunction with its post closure care activities.
- The establishment of process and procedures standards for handling the regrade material along with reporting requirements to the NJDEP.
- The provision of new funding mechanisms to fund the Post Closure Care Costs over the extended period of time. Such funding will be provided by depositing, into an alternative escrow fund, a $1.25/ton from the fees generated from the importation of certain regulated soil, and a percentage portion of the rent from the solar facility. Nonetheless, there can be no assurance that such funding mechanisms will continue to provide sufficient funds to satisfy the extended period obligation.
- The establishment of an initial quantity of regulated soil that can be imported into the Site.
- The adoption of standards for compliance with the Landfill Legacy Law.
- The approval of the Company’s Financial Plan and Regrading Plan.
5. During 2015 and after the receipt of approval on the MC/PCP, the Company executed a five year fee generating fill agreement with a major soil supplier, and negotiated and executed other significant fee generating fill agreements which will produce increased receipts in 2016.
6. In order to be in compliance with the 2013 Landfill Legacy Law, the Company, in 2015, obtained a letter of credit from its Bank as a requirement of its Regrading Plan approval. The Bank required that such letter of credit be fully secured by a funded restricted cash account. The Company is in compliance with such monthly funding requirement as of December 31, 2015 and continues to be in compliance through the 1st Q of 2016.
7. As of December 31, 2015 and through the 1st Q of 2016, the Company has no short term or long term debt except for truck and equipment financing obtained in the normal course of business for the post closure care activities at the Landfill.
8. As of December 31, 2015 and through the 1st Q of 2016, no material environmental events have occurred that adversely affect the Company. The Company is still actively pursuing a Settlement Agreement with the NJDEP for the MAC Land Fill site. This closure and post closure obligation was to cease on June 7, 2008, but the NJDEP issued a letter to extend the post-closure period and MAC Landfill filed for a hearing. Negotiations are on-going to try and resolve what post closure activities, if any, need to be implemented by the Company by way of a Settlement Agreement.
9. During the 1st Q of 2016, the Company’s net cash increased to approximately $300,000, a $60,000 increase over the net cash balance at the end of 2015, mainly due to the Alternative Acceptance Criteria approval in the MC/MCP, and new fee generating fill agreements.
10. As of April 30, 2016, The Company has issued two sets of stock purchase warrants (“Warrants”) of 321,000 and 596,000 respectively, which permit the holders to purchase restricted shares of Company stock for a designated exercise price. The first set of Warrants expire in June 2016, and the second set of Warrants expire in June 2018. No Warrants have been exercised.
THE COMPANY’S FUTURE PROSPECTS
The Company’s management continues to explore additional, potential projects to create additional revenue, increase the Company’s cash flow, and build shareholder value. Such potential projects include pursuing possible investments in alternative fuel and renewable energy projects, along with additional solar projects on the Company’s landfill sites. The Company is currently conducting due diligence on a project alliance investment that would provide alternative fuel to companies in an energy intensive industry, and exploring the sale of excess land. The Company has also entered into additional fee generating fill material agreements based upon its new MC/PCP approval referenced above.
For further information regarding the prior years’ operations of the Company, please see Transtech’s annual report on Form 10-K filed for the year ended December 31, 2009, which was filed with the SEC on March 31, 2010.
Safe Harbor Statement
The information set forth on Transtech’s website contains forward-looking statements which involve risks and uncertainties, including statements regarding the Company’s possible capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, which may be identified by terminology such as “may,” “should,” “will,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “forecast,” “project,” or “continue,” the negative of such terms or other comparable terminology. Readers should not rely on forward-looking statements as predictions of future events or results. Any or all of the Company’s forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions, risks and uncertainties and other factors which could cause actual events or results to be materially different from those expressed or implied in the forward-looking statements. Factors may cause the Company’s actual results to differ materially from any forward-looking statement. In addition, new factors emerge from time to time and it is not possible for the Company to predict all factors that may cause actual results to differ materially from those contained in any forward-looking statements. The Company disclaims any obligation to publicly update any forward-looking statements to reflect events or circumstances after the date of this document, except as required by applicable law.