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) May 6, 2015 |
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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 May 6, 2015, TRC Companies, Inc. issued a news release announcing its financial results for the third-quarter ended March 27, 2015. 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 9.01. Financial Statements and Exhibits.
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Exhibit 99.1 | News release titled "TRC Announces Strong Third-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: May 6, 2015 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 Strong Third-Quarter Fiscal 2015 Financial Results." |
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Investor Contact: | | Company Contact: |
Andrew Blazier, Senior Associate | Thomas W. Bennet, Jr., CFO |
Sharon Merrill | (978) 970-5600 |
(617) 542-5300 | tbennet@trcsolutions.com |
trr@investorrelations.com | |
TRC Announces Strong Third-Quarter Fiscal 2015 Financial Results
Net Service Revenue Up 15% and Operating Income Up 185% from Prior Year Third Quarter
Lowell, MA, May 6, 2015 - 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 third quarter ended March 27, 2015.
Financial Highlights
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| | | | | | | | | | |
| Fiscal Third Quarter Ended | | |
| March 27, | | March 28, | | % |
(In millions, except per share data) | 2015 | | 2014 | | Change |
| | | | | |
Net service revenue (1) | $ | 101.0 |
| | $ | 88.1 |
| | 15 | % |
Operating income | $ | 7.1 |
| | $ | 2.5 |
| | 185 | % |
Net income applicable to TRC Companies, Inc. | $ | 5.2 |
| | $ | 1.4 |
| | 261 | % |
Diluted earnings per common share | $ | 0.17 |
| | $ | 0.05 |
| | 240 | % |
Diluted weighted-average common shares outstanding | 30.7 |
| | 30.2 |
| | |
(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 a strong performance in all three of our segments during the third quarter,” said Chris Vincze, Chairman and Chief Executive Officer. “Overall NSR increased 15%, and operating income nearly tripled, driven by strong fundamentals in all of our markets. Additionally, this year’s third quarter was impacted less by the weather and medical cost issues that affected results in the same period last year.
TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995
“In our Environmental segment, NSR increased 22%, and profit increased 28%, on steady demand throughout the segment. Energy segment NSR was up 5%, while segment profit increased 10%, due to new project demand and efficient resource management. In the Infrastructure segment, NSR increased 19%, and segment profit rose 99%, resulting from project execution and receipt of pending change orders,” Vincze said.
Business Outlook
“We continue to execute a profitable growth strategy across our three segments,” Vincze added. “The Infrastructure segment, where backlog grew 56% in the quarter, is gaining momentum as several states have deployed significant capital projects. In the Energy segment, we are seeing increased demand from renewables as states such as California push for increasing energy efficiency and reduced carbon emissions. In addition, high levels of capital continue to be spent upgrading transmission and distribution assets. Meanwhile, in our Environmental segment, focused project execution and recent acquisitions are contributing to our growth and profitability. We have a strong balance sheet to support our growth through ongoing organic investments and strategic acquisitions, and we are optimistic about the remainder of fiscal 2015.”
Conference Call Information
TRC will broadcast its financial results conference call today, May 6, 2015 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.
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.
TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995
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 | | Nine Months Ended |
| March 27,
2015 | | March 28,
2014 | | March 27,
2015 | | March 28,
2014 |
Gross revenue | $ | 130,777 |
| | $ | 120,836 |
| | $ | 397,030 |
| | $ | 350,002 |
|
Less subcontractor costs and other direct reimbursable charges | 29,783 |
| | 32,755 |
| | 103,579 |
| | 89,538 |
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Net service revenue | 100,994 |
| | 88,081 |
| | 293,451 |
| | 260,464 |
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Interest income from contractual arrangements | 23 |
| | 73 |
| | 67 |
| | 26 |
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Insurance recoverables and other income | 753 |
| | 5,008 |
| | 6,238 |
| | 17,613 |
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Operating costs and expenses: | | | | | | | |
Cost of services (exclusive of costs shown separately below) | 83,486 |
| | 80,127 |
| | 247,275 |
| | 234,914 |
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General and administrative expenses | 8,927 |
| | 8,363 |
| | 25,360 |
| | 24,642 |
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Depreciation and amortization | 2,208 |
| | 2,161 |
| | 7,114 |
| | 6,587 |
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Total operating costs and expenses | 94,621 |
| | 90,651 |
| | 279,749 |
| | 266,143 |
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Operating income | 7,149 |
| | 2,511 |
| | 20,007 |
| | 11,960 |
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Interest expense | (73 | ) | | (22 | ) | | (125 | ) | | (152 | ) |
Income from operations before taxes | 7,076 |
| | 2,489 |
| | 19,882 |
| | 11,808 |
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Provision for income taxes | (1,916 | ) | | (1,060 | ) | | (7,244 | ) | | (4,830 | ) |
Net income | 5,160 |
| | 1,429 |
| | 12,638 |
| | 6,978 |
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Net loss applicable to noncontrolling interest | 5 |
| | 2 |
| | 14 |
| | 36 |
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Net income applicable to TRC Companies, Inc. | $ | 5,165 |
| | $ | 1,431 |
| | $ | 12,652 |
| | $ | 7,014 |
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| | | | | | | |
Basic earnings per common share | $ | 0.17 |
| | $ | 0.05 |
| | $ | 0.42 |
| | $ | 0.24 |
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Diluted earnings per common share | $ | 0.17 |
| | $ | 0.05 |
| | $ | 0.41 |
| | $ | 0.23 |
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| | | | | | | |
Weighted-average common shares outstanding: | | | | | | | |
Basic | 30,382 |
| | 29,691 |
| | 30,233 |
| | 29,549 |
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Diluted | 30,737 |
| | 30,166 |
| | 30,551 |
| | 30,088 |
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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) |
| | | | | | | |
| March 27,
2015 | | June 30,
2014 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 21,343 |
| | $ | 27,597 |
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Restricted cash | 277 |
| | 5,756 |
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Accounts receivable, less allowance for doubtful accounts | 131,666 |
| | 116,937 |
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Insurance recoverable - environmental remediation | 42,647 |
| | 42,062 |
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Restricted investments | 6,892 |
| | 2,934 |
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Deferred income tax assets | 12,281 |
| | 12,293 |
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Income taxes refundable | 2,266 |
| | 1,021 |
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Prepaid expenses and other current assets | 12,354 |
| | 12,441 |
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Total current assets | 229,726 |
| | 221,041 |
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| | | |
Property and equipment | 63,501 |
| | 60,240 |
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Less accumulated depreciation and amortization | (50,283 | ) | | (47,190 | ) |
Property and equipment, net | 13,218 |
| | 13,050 |
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Goodwill | 36,354 |
| | 31,679 |
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Long-term deferred income tax assets | 3,046 |
| | 4,267 |
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Long-term restricted investments | 19,729 |
| | 23,537 |
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Long-term prepaid insurance | 26,505 |
| | 28,521 |
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Other assets | 15,076 |
| | 13,490 |
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Total assets | $ | 343,654 |
| | $ | 335,585 |
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LIABILITIES AND EQUITY | | | |
Current liabilities: | | | |
Current portion of long-term debt | $ | 1,035 |
| | $ | 463 |
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Current portion of capital lease obligations | 261 |
| | 562 |
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Accounts payable | 27,188 |
| | 32,663 |
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Accrued compensation and benefits | 43,150 |
| | 36,586 |
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Deferred revenue | 14,580 |
| | 14,503 |
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Environmental remediation liabilities | 8,147 |
| | 138 |
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Other accrued liabilities | 40,623 |
| | 47,310 |
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Total current liabilities | 134,984 |
| | 132,225 |
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Non-current liabilities: | | | |
Long-term debt, net of current portion | 60 |
| | 105 |
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Capital lease obligations, net of current portion | — |
| | 167 |
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Income taxes payable and deferred income tax liabilities | 1,481 |
| | 1,539 |
|
Deferred revenue | 66,538 |
| | 70,398 |
|
Environmental remediation liabilities | 527 |
| | 6,268 |
|
Total liabilities | 203,590 |
| | 210,702 |
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Commitments and contingencies | | | |
Equity: | | | |
Common stock, $.10 par value; 40,000,000 shares authorized, 30,436,459 and 30,432,977 shares issued and outstanding, respectively, at March 27, 2015, and 29,752,934 and 29,749,452 shares issued and outstanding, respectively, at June 30, 2014 | 3,044 |
| | 2,975 |
|
Additional paid-in capital | 190,214 |
| | 187,748 |
|
Accumulated deficit | (52,702 | ) | | (65,354 | ) |
Accumulated other comprehensive loss | (69 | ) | | (77 | ) |
Treasury stock, at cost | (33 | ) | | (33 | ) |
Total stockholders' equity applicable to TRC Companies, Inc. | 140,454 |
| | 125,259 |
|
Noncontrolling interest | (390 | ) | | (376 | ) |
Total equity | 140,064 |
| | 124,883 |
|
Total liabilities and equity | $ | 343,654 |
| | $ | 335,585 |
|
TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995
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