-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E7E3SpQlflX1tsK/Qa068yhHCXQzAKuiuYs6ZdJM7pvB0cX6H+MvOtPPuC3IUuxH B39ow1xT27Zg8nOMbbQO2A== 0000912057-02-034543.txt : 20020904 0000912057-02-034543.hdr.sgml : 20020904 20020904161831 ACCESSION NUMBER: 0000912057-02-034543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020826 ITEM INFORMATION: Other events FILED AS OF DATE: 20020904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRC COMPANIES INC /DE/ CENTRAL INDEX KEY: 0000103096 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 060853807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09947 FILM NUMBER: 02756635 BUSINESS ADDRESS: STREET 1: 5 WATERSIDE CROSSING CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 2032898631 MAIL ADDRESS: STREET 1: 5 WATERSIDE CROSSING CITY: WINDSOR STATE: CT ZIP: 06095 FORMER COMPANY: FORMER CONFORMED NAME: VAST INC /DE/ DATE OF NAME CHANGE: 19761201 8-K 1 a2088748z8-k.txt FORM 8-K UNITED STATES 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) August 26, 2002 TRC COMPANIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-9947 06-0853807 - ------------------------------------ ----------------- ------------------------------------- (State or other jurisdiction of (Commission File (IRS Employer Identification incorporation) Number) Number) 5 Waterside Crossing Windsor, Connecticut 06095 -------------------------------------------------------- --------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 298-9692 ITEM 5. OTHER EVENTS On August 26, 2002, the Company reported its fourth quarter and fiscal year ended June 30, 2002 results, as follows (dollars in thousands, except per share amounts):
Quarter Ended Year Ended June 30, June 30, 2002 2001 2002 2001 - ------------------------------------------------------------------------------------------------------- GROSS REVENUE $ 74,241 $52,639 $ 269,524 $ 181,473 - ------------------------------------------------------------------------------------------------------- NET SERVICE REVENUE 50,086 36,303 180,075 124,202 - ------------------------------------------------------------------------------------------------------- OPERATING INCOME 8,421 4,849 26,204 15,935 - ------------------------------------------------------------------------------------------------------- NET INCOME 5,042 2,818 15,480 8,985 - ------------------------------------------------------------------------------------------------------- EARNINGS PER SHARE - DILUTED (1) $ .36 $ .23 $ 1.14 $ .75 - -------------------------------------------------------------------------------------------------------
(1) IN ACCORDANCE WITH SFAS 142, "GOODWILL AND OTHER INTANGIBLE ASSETS", EFFECTIVE JULY 1, 2001, THE COMPANY NO LONGER AMORTIZES GOODWILL. IF SFAS 142 HAD BEEN IN EFFECT IN FISCAL 2001, THE COMPANY WOULD HAVE REPORTED DILUTED EARNINGS PER SHARE OF APPROXIMATELY $.25 AND $.83, RESPECTIVELY, FOR THE QUARTER AND YEAR ENDED JUNE 30, 2001. ALL PER SHARE AMOUNTS HAVE BEEN ADJUSTED TO REFLECT THE COMPANY'S 3 FOR 2 STOCK SPLIT COMPLETED IN MARCH 2002. As part of the Company's reporting, the Company has adjusted its previously reported first, second and third quarter fiscal 2002 results. The Company plans to file amended Form 10-Qs for such quarters. The following describes the nature of such adjustments: In the second fiscal quarter, the Company recognized approximately $1.4 million in revenue, representing environmental work performed for a newly formed company (customer), the principals of which the Company had successfully worked with in the past. This customer is currently unable to pay for the services provided, but has entered into an agreement to pay, or as an alternative, to allow the Company to participate in the project on which those services were performed. Because this customer may not have had sufficient substance to pay at the time the work was performed, the manner in which this transaction was accounted for has been retroactively changed. As a result, the previously reported quarterly results have been adjusted to reflect the reversal of the revenue recorded on this project. This revenue will be recorded if and when collection becomes assured. In addition, as 60% owner of a recently formed energy services business joint venture, the Company had been including 60% of the joint venture's start-up losses in the Company's financial results. In connection with the year-end closing, it was determined that since the Company had funded all of the joint venture's costs it would report 100% of the losses. Fiscal 2002 results include an additional $0.4 million related to recording the incremental losses from the joint venture, spread over each quarterly period. In a related matter, the Company is forming a new company, with others, to provide energy savings and wastewater treatment improvement services. The Company's contribution to the new company includes, in part, certain assets of the above-referenced energy services business joint venture. When the transaction is complete, the Company will have a 29% interest in this new company. An independent third party appraisal of the value of the Company's investment in the new company has confirmed the Company's carrying value of approximately $1 million. -2- In connection with closing the year management determined that the Company's performance against plan warranted a substantial reduction in the management incentive bonus. Accordingly, no bonus was accrued for the fourth quarter, and approximately $1.4 million of bonus previously accrued was reversed in the fourth quarter. The effect of these adjustments on the previously reported quarterly results is as follows (dollars in thousands, except per share amounts):
Quarter Ended Quarter Ended Quarter Ended September 30, 2001 December 31, 2001 March 31, 2002 ------------------------- ------------------------- ------------------------- As As As As As As reported adjusted reported adjusted reported adjusted ------------ ------------ ----------- ------------ ------------ ----------- Gross revenue $ 57,558 $ 57,558 $ 66,924 $ 65,533 $ 72,236 $ 72,193 ------------ ------------ ----------- ------------ ------------ ----------- Net service revenue 36,478 36,478 46,044 44,652 48,903 48,860 ------------ ------------ ----------- ------------ ------------ ----------- Operating income 5,730 5,518 6,542 5,301 7,081 6,964 ------------ ------------ ----------- ------------ ------------ ----------- Net income 3,360 3,230 3,837 3,071 4,210 4,138 ------------ ------------ ----------- ------------ ------------ ----------- Earnings per share-diluted (1) $ 0.27 $ 0.26 $ 0.28 $ 0.23 $ 0.30 $ 0.29 ------------ ------------ ----------- ------------ ------------ -----------
(1) ALL PER SHARE AMOUNTS HAVE BEEN ADJUSTED TO REFLECT THE COMPANY'S 3 FOR 2 STOCK SPLIT COMPLETED IN MARCH 2002. 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. TRC COMPANIES, INC. Dated: September 4, 2002 By: /s/ John W. Hohener ------------------- John W. Hohener Senior Vice President and Chief Financial Officer -3- -----END PRIVACY-ENHANCED MESSAGE-----