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
Date of report (Date of earliest event reported) September 9, 2015
 
TRC COMPANIES, INC.

(Exact name of registrant as specified in its charter)
 
 
 
Delaware
1-9947
06-0853807
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

21 Griffin Road North, Windsor, Connecticut
06095
(Address of Principal Executive Offices)
 (Zip Code)
 
(860) 298-9692
(Registrant's telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
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 September 9, 2015, TRC Companies, Inc. issued a news release announcing its financial results for the fourth-quarter and year ended June 30, 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.
Exhibit 99.1
News release titled "TRC Announces Fourth-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: September 9, 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

99.1
News release titled "TRC Announces Fourth-Quarter Fiscal 2015 Financial Results."




Exhibit 99.1

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 Fourth-Quarter Fiscal 2015 Financial Results

Net Service Revenue Up 21% and Net Income Up 34% from Prior Year Fourth Quarter

Lowell, MA, September 9, 2015 - TRC Companies, Inc. (NYSE: TRR), a recognized leader in engineering, consulting and construction management services to the energy, environmental and infrastructure markets, today announced financial results for the fiscal fourth quarter and year ended June 30, 2015.

Financial Highlights
 
Three Months Ended
 
 
 
Year Ended
 
 
 
June 30,
 
June 30,
 
%
 
June 30,
 
June 30,
 
%
(In millions, except per share data)
2015
 
2014
 
Change
 
2015
 
2014
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Net service revenue (1)
$
114.6

 
$
94.5

 
21
%
 
$
408.0

 
$
355.0

 
15
%
Operating income
$
10.7

 
$
9.0

 
19
%
 
$
30.7

 
$
20.9

 
47
%
Net income applicable to TRC Companies, Inc.
$
6.8

 
$
5.0

 
34
%
 
$
19.4

 
$
12.1

 
61
%
Diluted earnings per common share
$
0.22

 
$
0.17

 
29
%
 
$
0.63

 
$
0.40

 
58
%
Diluted weighted-average common shares outstanding
31.2

 
30.3

 
 
 
30.7

 
30.1

 
 

(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 completed a solid year with strong performance in each of our segments during the fourth quarter,” said Chris Vincze, Chairman and Chief Executive Officer. “Overall NSR, operating income and net income were all up significantly as we continued to experience healthy demand across our markets.

“In the fourth quarter of fiscal 2015, NSR increased 21% compared with the same period of fiscal 2014, while operating income was up 19%. For the full fiscal year, NSR was up 15% and operating income rose

TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995



47%. Net income was up 34% for the fourth quarter and 61% for the year.

“In our Environmental segment, NSR increased 28% and profit increased 47% in the fourth quarter, driven largely by pipeline permitting activity for our oil and gas clients. For the full fiscal year, NSR and profit in this segment were up 23% and 25%, respectively.

“Energy segment NSR was up 12%, and profit increased 35% in the fourth quarter of 2015 as a result of demand for transmission and distribution services. For the full fiscal year, Energy segment NSR rose 8% and profit increased 20%.

“In the Infrastructure segment, NSR increased 11% and segment profit climbed 16% during the fourth quarter. In addition, backlog grew 92%, driven by increased funding for infrastructure projects at state and local levels,” Vincze said. “Infrastructure segment NSR increased 8% and profit grew 7% for the full fiscal year.”


Business Outlook

“The steady expansion of our business provides us with increased confidence that our strategy is working,” Vincze added. “We are consistently growing NSR and margins across the company. The increase in the Infrastructure segment backlog demonstrates improvement in that market during the next several quarters. In the Energy segment, the demand for renewables, transmission asset upgrades and the retirement of coal-fired generation stations will continue to drive growth. In our Environmental segment, pipeline companies continue to transport low-cost natural gas and related liquids to key markets, although we are monitoring the pace of new development.”


Conference Call Information

TRC will broadcast its financial results conference call today, September 9, 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.


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, 2015, 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)

 
Three Months Ended
 
Year Ended
 
June 30,
2015
 
June 30,
2014
 
June 30,
2015
 
June 30,
2014
Gross revenue
$
149,087

 
$
125,675

 
$
546,117

 
$
475,677

Less subcontractor costs and other direct reimbursable charges
34,520

 
31,183

 
138,099

 
120,721

Net service revenue
114,567

 
94,492

 
408,018

 
354,956

Interest income from contractual arrangements
30

 
26

 
97

 
52

Insurance recoverables and other income
295

 
261

 
6,533

 
17,874

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of services (exclusive of costs shown separately below)
90,016

 
77,194

 
337,291

 
312,108

General and administrative expenses
11,622

 
6,411

 
36,982

 
31,053

Provision for doubtful accounts
349

 

 
349

 

Depreciation and amortization
2,202

 
2,213

 
9,316

 
8,800

Total operating costs and expenses
104,189

 
85,818

 
383,938

 
351,961

Operating income
10,703

 
8,961

 
30,710

 
20,921

Interest expense
(9
)
 
(17
)
 
(134
)
 
(169
)
Income from operations before taxes
10,694

 
8,944

 
30,576

 
20,752

Income tax provision
(3,936
)
 
(3,912
)
 
(11,180
)
 
(8,742
)
Net income
6,758

 
5,032

 
19,396

 
12,010

Net loss applicable to noncontrolling interest
5

 
5

 
19

 
41

Net income applicable to TRC Companies, Inc.
$
6,763

 
$
5,037

 
$
19,415

 
$
12,051

 
 
 
 
 
 
 
 
Basic earnings per common share
$
0.22

 
$
0.17

 
$
0.64

 
$
0.41

Diluted earnings per common share
$
0.22

 
$
0.17

 
$
0.63

 
$
0.40

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding:
 
 
 
 
 
 
 
Basic
30,457

 
29,725

 
30,291

 
29,594

Diluted
31,232

 
30,290

 
30,724

 
30,140



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)
 
June 30,
2015
 
June 30,
2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
37,296

 
$
27,597

Restricted cash
122

 
5,756

Accounts receivable, less allowance for doubtful accounts
138,346

 
116,937

Insurance recoverable - environmental remediation
40,927

 
42,062

Restricted investments
6,701

 
2,934

Deferred income tax assets
16,057

 
12,293

Income taxes refundable
412

 
1,021

Prepaid expenses and other current assets
10,499

 
12,441

Total current assets
250,360

 
221,041

 
 
 
 
Property and equipment
64,594

 
60,240

Less accumulated depreciation and amortization
(50,885
)
 
(47,190
)
Property and equipment, net
13,709

 
13,050

Goodwill
37,024

 
31,679

Long-term deferred income tax assets
2,867

 
4,267

Long-term restricted investments
18,385

 
23,537

Long-term prepaid insurance
25,929

 
28,521

Other assets
14,607

 
13,490

Total assets
$
362,881

 
$
335,585

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
50

 
$
463

Current portion of capital lease obligations
166

 
562

Accounts payable
31,999

 
32,663

Accrued compensation and benefits
47,233

 
36,586

Deferred revenue
10,612

 
14,503

Environmental remediation liabilities
8,695

 
138

Income taxes payable
3,271

 
193

Other accrued liabilities
42,170

 
47,117

Total current liabilities
144,196

 
132,225

Non-current liabilities:
 
 
 
Long-term debt, net of current portion
55

 
105

Capital lease obligations, net of current portion

 
167

Income taxes payable and deferred income tax liabilities
1,647

 
1,539

Deferred revenue
68,579

 
70,398

Environmental remediation liabilities
489

 
6,268

Total liabilities
214,966

 
210,702

Commitments and contingencies
 
 
 
Equity:
 
 
 
Common stock, $.10 par value; 40,000,000 shares authorized, 30,485,510 and 30,482,028 shares issued and outstanding, respectively, at June 30, 2015, and 29,752,934 and 29,749,452 shares issued and outstanding, respectively, at June 30, 2014
3,049

 
2,975

Additional paid-in capital
191,321

 
187,748

Accumulated deficit
(45,939
)
 
(65,354
)
Accumulated other comprehensive loss
(88
)
 
(77
)
Treasury stock, at cost
(33
)
 
(33
)
Total stockholders' equity applicable to TRC Companies, Inc.
148,310

 
125,259

Noncontrolling interest
(395
)
 
(376
)
Total equity
147,915

 
124,883

Total liabilities and equity
$
362,881

 
$
335,585


TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995

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