UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported) November 4, 2014 |
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TRC COMPANIES, INC.
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(Exact name of registrant as specified in its charter) |
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Delaware | 1-9947 | 06-0853807 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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21 Griffin Road North, Windsor, Connecticut | 06095 |
(Address of Principal Executive Offices) | (Zip Code) |
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(860) 298-9692 |
(Registrant's telephone number, including area code) |
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(Former name or former address, if changed since last report) |
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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 (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On November 4, 2014, TRC Companies, Inc. issued a news release announcing its financial results for the first-quarter ended September 26, 2014. A copy of the news release is attached hereto as Exhibit 99.1 to this report which is incorporated herein by reference.
The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
The Company also announced today that its Board of Directors has authorized the repurchase of up to $10 million of common stock over the next three years. TRC intends to repurchase shares from time to time in open market transactions in accordance with applicable federal securities laws. The timing and the amount of any repurchases will be determined by the Company's management based on its evaluation of market conditions, capital allocation alternatives, and other factors. The program does not require the Company to purchase any specific number of shares and may be modified, suspended, cancelled or reinstated by the Company at any time.
Item 9.01. Financial Statements and Exhibits.
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Exhibit 99.1 | News release titled "TRC Announces First-Quarter Fiscal 2015 Financial Results." |
SIGNATURE
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.
Dated: November 4, 2014 TRC Companies, Inc.
By: /s/ Thomas W. Bennet, Jr.
Thomas W. Bennet, Jr.
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 | News release titled "TRC Announces First-Quarter Fiscal 2015 Financial Results." |
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Investor Contact: | | Company Contact: |
Dennis Walsh, Vice President | Thomas W. Bennet, Jr., CFO |
Sharon Merrill | (978) 970-5600 |
(617) 542-5300 | tbennet@trcsolutions.com |
trr@investorrelations.com | |
TRC Announces First-Quarter Fiscal 2015 Financial Results
Strong Demand Across All Segments Drives 14% NSR Growth
Board Authorizes $10 Million Share Repurchase Program
Lowell, MA, November 4, 2014 - TRC Companies, Inc. (NYSE: TRR), a recognized leader in engineering, consulting and construction management services to the energy, environmental and infrastructure markets, announced today financial results for the fiscal first quarter ended September 26, 2014.
Financial Highlights
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| | | | | | | | | | |
| Fiscal First Quarter Ended | | |
| September 26, | | September 27, | | % |
(In millions, except per share data) | 2014 | | 2013 | | Change |
| | | | | |
Net service revenue (1) | $ | 92.6 |
| | $ | 81.3 |
| | 14 | % |
Operating income | $ | 6.0 |
| | $ | 4.3 |
| | 41 | % |
Net income applicable to TRC Companies, Inc. | $ | 3.5 |
| | $ | 2.5 |
| | 40 | % |
Diluted earnings per common share | $ | 0.11 |
| | $ | 0.08 |
| | 38 | % |
Diluted weighted-average common shares outstanding | 30.4 |
| | 30.0 |
| | |
(1) The Company believes net service revenue (NSR) best reflects the value of services provided and is the most meaningful indicator of revenue performance.
Comments on the Results
“TRC delivered double-digit growth on both the top and bottom line for the first quarter of fiscal 2015,” said Chris Vincze, Chairman and Chief Executive Officer. “NSR increased 14%, with positive contributions from all three segments. Operating income grew 41% and net income was up 40%. Our first-quarter results are proof that our profitable growth and performance excellence initiatives are on track.
TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995
“In our Environmental segment, strong demand from oil and gas customers, specifically for remediation and pipeline permitting services, drove 24% NSR growth and a 9% increase in profit. Energy segment NSR grew 15% as utility clients expanded capital spending programs for power delivery, transmission and distribution services - markets where we now have a greater geographic presence. TRC’s ongoing initiatives to improve labor utilization resulted in a 38% increase in Energy segment profit. Within our Infrastructure segment, NSR was 4% higher, driven by capital investments by commercial clients, as well as State and municipal transportation projects, however, profit decreased 20% due to contract scope changes under negotiation.”
Share Repurchase Program
The Company also announced today that its Board of Directors has authorized the repurchase of up to $10 million of common stock over the next three years. TRC intends to repurchase shares from time to time in open market transactions in accordance with applicable federal securities laws. The timing and the amount of any repurchases will be determined by the Company's management based on its evaluation of market conditions, capital allocation alternatives, and other factors. The program does not require the Company to purchase any specific number of shares and may be modified, suspended, cancelled or reinstated by the Company at any time.
Business Outlook
“TRC is well-positioned in markets with attractive long-term growth opportunities, and we are bidding on a record level of new projects in all three segments. As we expand the scale of our business, we are driving improved performance to support our clients in solving the world’s energy, environmental and infrastructure challenges. We continue to maintain significant balance sheet flexibility to support our growth initiatives, including continued organic investments and strategic acquisitions. In addition, our stock repurchase program demonstrates the Board’s confidence in our ability to generate long-term profitable growth and our commitment to enhancing shareholder value,” concluded Vincze.
Conference Call Information
TRC will broadcast its financial results conference call today, November 4, 2014 at 9 a.m. ET. To listen to the live webcast and access the accompanying presentation slides, visit the “Investor Center” section of TRC’s website at www.TRCsolutions.com. The call also may be accessed by dialing (877) 407-5790 or (201) 689-8328. A webcast replay will be available on the Company’s website for approximately one year.
TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995
About TRC
A pioneer in groundbreaking scientific and engineering developments since the 1960s, TRC is a national engineering, consulting and construction management firm that provides integrated services to the energy, environmental and infrastructure markets. TRC serves a broad range of clients in government and industry, implementing complex projects from initial concept to delivery and operation. TRC delivers results that enable clients to achieve success in a complex and changing world. For more information and updates from the Company, visit TRC's website at www.TRCsolutions.com and follow TRC on Twitter and StockTwits at @TRC_Companies and on LinkedIn.
Forward-Looking Statements
Certain statements in this press release may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by forward-looking words such as "may," "expects," "plans," "anticipates," "believes," "estimates," or other words of similar import. You should consider statements that contain these words carefully because they discuss TRC’s future expectations, contain projections of the Company’s future results of operations or of its financial condition, or state other "forward-looking" information. TRC believes that it is important to communicate its future expectations to its investors. However, there may be events in the future that the Company is not able to accurately predict or control and that may cause its actual results to differ materially from the expectations described in its forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those discussed as a result of various factors, including, but not limited to, the uncertainty of TRC’s operational and growth strategies; circumstances which could create large cash outflows, such as contract losses, litigation, uncollectible receivables and income tax assessments; regulatory uncertainty; the availability of funding for government projects; the level of demand for TRC’s services; product acceptance; industry-wide competitive factors; the ability to continue to attract and retain highly skilled and qualified personnel; the availability and adequacy of insurance; and general political or economic conditions. Furthermore, market trends are subject to changes, which could adversely affect future results. See the risk factors and additional discussion in TRC’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014, and other factors included from time to time in the Company’s other subsequent filings with the Securities and Exchange Commission.
TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995
TRC Companies, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
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| | | | | | | |
| Three Months Ended |
| September 26,
2014 | | September 27,
2013 |
Gross revenue | $ | 123,025 |
| | $ | 106,574 |
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Less subcontractor costs and other direct reimbursable charges | 30,406 |
| | 25,322 |
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Net service revenue | 92,619 |
| | 81,252 |
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Interest income from contractual arrangements | 22 |
| | 47 |
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Insurance recoverables and other income | 4,844 |
| | 12,300 |
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Operating costs and expenses: | | | |
Cost of services (exclusive of costs shown separately below) | 81,190 |
| | 78,398 |
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General and administrative expenses | 8,038 |
| | 8,771 |
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Depreciation and amortization | 2,265 |
| | 2,176 |
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Total operating costs and expenses | 91,493 |
| | 89,345 |
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Operating income | 5,992 |
| | 4,254 |
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Interest expense | (31 | ) | | (92 | ) |
Income from operations before taxes | 5,961 |
| | 4,162 |
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Federal and state income tax provision | (2,480 | ) | | (1,702 | ) |
Net income | 3,481 |
| | 2,460 |
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Net loss applicable to noncontrolling interest | 4 |
| | 27 |
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Net income applicable to TRC Companies, Inc. | $ | 3,485 |
| | $ | 2,487 |
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Basic earnings per common share | $ | 0.12 |
| | $ | 0.08 |
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Diluted earnings per common share | $ | 0.11 |
| | $ | 0.08 |
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Weighted-average common shares outstanding: | | | |
Basic | 29,979 |
| | 29,298 |
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Diluted | 30,378 |
| | 30,027 |
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TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995
TRC Companies, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share data)
(Unaudited) |
| | | | | | | |
| September 26,
2014 | | June 30,
2014 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 28,812 |
| | $ | 27,597 |
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Restricted cash | 24 |
| | 5,756 |
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Accounts receivable, less allowance for doubtful accounts | 126,260 |
| | 116,937 |
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Insurance recoverable - environmental remediation | 43,750 |
| | 42,062 |
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Restricted investments | 2,766 |
| | 2,934 |
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Deferred income tax assets | 12,309 |
| | 12,293 |
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Income taxes refundable | 573 |
| | 1,021 |
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Prepaid expenses and other current assets | 14,564 |
| | 12,441 |
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Total current assets | 229,058 |
| | 221,041 |
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| | | |
Property and equipment | 60,368 |
| | 60,240 |
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Less accumulated depreciation and amortization | (47,816 | ) | | (47,190 | ) |
Property and equipment, net | 12,552 |
| | 13,050 |
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Goodwill | 32,671 |
| | 31,679 |
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Investments in and advances to unconsolidated affiliates and construction joint ventures | 112 |
| | 112 |
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Long-term deferred income tax assets | 3,732 |
| | 4,267 |
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Long-term restricted investments | 25,371 |
| | 23,537 |
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Long-term prepaid insurance | 27,847 |
| | 28,521 |
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Other assets | 13,239 |
| | 13,378 |
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Total assets | $ | 344,582 |
| | $ | 335,585 |
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LIABILITIES AND EQUITY | | | |
Current liabilities: | | | |
Current portion of long-term debt | $ | 4,763 |
| | $ | 463 |
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Current portion of capital lease obligations | 491 |
| | 562 |
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Accounts payable | 30,622 |
| | 32,663 |
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Accrued compensation and benefits | 43,235 |
| | 36,586 |
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Deferred revenue | 16,407 |
| | 14,503 |
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Environmental remediation liabilities | 163 |
| | 138 |
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Other accrued liabilities | 42,241 |
| | 47,310 |
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Total current liabilities | 137,922 |
| | 132,225 |
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Non-current liabilities: | | | |
Long-term debt, net of current portion | 76 |
| | 105 |
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Capital lease obligations, net of current portion | 92 |
| | 167 |
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Income taxes payable and deferred income tax liabilities | 1,462 |
| | 1,539 |
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Deferred revenue | 68,619 |
| | 70,398 |
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Environmental remediation liabilities | 8,686 |
| | 6,268 |
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Total liabilities | 216,857 |
| | 210,702 |
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Commitments and contingencies | | | |
Equity: | | | |
Common stock, $.10 par value; 40,000,000 shares authorized, 30,254,019 and 30,250,537 shares issued and outstanding, respectively, at September 26, 2014, and 29,752,934 and 29,749,452 shares issued and outstanding, respectively, at June 30, 2014 | 3,026 |
| | 2,975 |
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Additional paid-in capital | 187,062 |
| | 187,748 |
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Accumulated deficit | (61,869 | ) | | (65,354 | ) |
Accumulated other comprehensive loss | (81 | ) | | (77 | ) |
Treasury stock, at cost | (33 | ) | | (33 | ) |
Total stockholders' equity applicable to TRC Companies, Inc. | 128,105 |
| | 125,259 |
|
Noncontrolling interest | (380 | ) | | (376 | ) |
Total equity | 127,725 |
| | 124,883 |
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Total liabilities and equity | $ | 344,582 |
| | $ | 335,585 |
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TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995
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