-----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, Wy09bfAX70bMZL6SOaJcSuLtutVyqFjoXETlM1m8pF56QXd+JH3EJQlK+/PIJinj h0izk4+K6CrAn7p0FUqJfw== 0000912057-02-037124.txt : 20020927 0000912057-02-037124.hdr.sgml : 20020927 20020927165818 ACCESSION NUMBER: 0000912057-02-037124 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20020927 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09947 FILM NUMBER: 02775153 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 10-Q/A 1 a2090205z10-qa.txt FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2001 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________________ to ________________ COMMISSION FILE NUMBER 1-9947 TRC COMPANIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-0853807 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5 Waterside Crossing WINDSOR, CONNECTICUT 06095 -------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (860) 298-9692 ----------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] On September 24, 2002 there were 12,652,184 shares of the registrant's common stock, $.10 par value, outstanding. TRC COMPANIES, INC. CONTENTS OF QUARTERLY REPORT ON FORM 10-Q QUARTER ENDED SEPTEMBER 30, 2001 PART I - FINANCIAL INFORMATION This amendment to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, is being filed to adjust the condensed consolidated financial statements as previously filed on November 14, 2001. In order to preserve the nature and character of the disclosures set forth in such items as previously filed, no attempt has been made in this amendment to update such disclosures other than adjustments for the Company's 3 for 2 stock split effective March 2002. Except as required to reflect the effects of the adjustments, all information contained in this amendment is stated as of the date of the original filing. For additional information regarding the adjustments, see Note 6 to Notes to Condensed Consolidated Financial Statements. Item 1. Condensed Consolidated Financial Statements Consolidated Statements of Operations for the three months ended September 30, 2001 (as adjusted) and 2000........................ 3 Condensed Consolidated Balance Sheets at September 30, 2001 (as adjusted) and June 30, 2001.................................. 4 Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2001 (as adjusted) and 2000........... 5 Notes to Condensed Consolidated Financial Statements............... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk...... 12 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K................................ 12 SIGNATURE.................................................................... 13 CERTIFICATIONS............................................................... 14 -2- PART I: FINANCIAL INFORMATION TRC COMPANIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended September 30, (in thousands, except per share data) 2001 2000 ---------- ---------- (as adjusted) GROSS REVENUE $ 57,558 $ 36,887 Less subcontractor costs and direct charges 21,080 10,184 -------- -------- NET SERVICE REVENUE 36,478 26,703 -------- -------- OPERATING COSTS AND EXPENSES: Cost of services 29,212 21,719 General and administrative expenses 1,093 860 Depreciation and amortization 655 847 -------- -------- 30,960 23,426 -------- -------- INCOME FROM OPERATIONS 5,518 3,277 Interest expense 288 485 -------- -------- INCOME BEFORE TAXES 5,230 2,792 Federal and state income tax provision 2,000 1,033 -------- -------- NET INCOME $ 3,230 $ 1,759 ======== ======== EARNINGS PER SHARE: Basic $ .29 $ .17 Diluted .26 .15 ======== ======== AVERAGE SHARES OUTSTANDING: Basic 11,235 10,601 Diluted 12,536 11,454 ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. -3- TRC COMPANIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, June 30, (in thousands, except share data) 2001 2001 ------------- ----------- (as adjusted and unaudited) ASSETS CURRENT ASSETS: Cash $ 2,837 $ 851 Accounts receivable, less allowance for doubtful accounts 67,485 61,090 Insurance recoverable - environmental remediation 4,318 4,055 Deferred income tax benefits 2,023 1,882 Prepaid expenses and other current assets 1,309 1,353 ------------- ----------- 77,972 69,231 ------------- ----------- PROPERTY AND EQUIPMENT, AT COST 30,111 28,913 Less accumulated depreciation and amortization 19,732 19,075 ------------- ----------- 10,379 9,838 ------------- ----------- GOODWILL, NET OF ACCUMULATED AMORTIZATION 45,257 38,943 ------------- ----------- INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES 5,187 5,134 ------------- ----------- LONG-TERM ACCOUNTS RECEIVABLE 3,242 2,046 ------------- ----------- LONG-TERM INSURANCE RECOVERABLE - ENVIRONMENTAL REMEDIATION 1,965 2,011 ------------- ----------- OTHER ASSETS 507 469 ------------- ----------- $ 144,509 $ 127,672 ============= =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of debt $ 368 $ 368 Accounts payable 10,604 7,821 Accrued compensation and benefits 9,503 7,734 Billings in advance of revenue earned 9,831 10,752 Environmental remediation liability 3,987 5,635 Other accrued liabilities 5,544 4,913 ------------- ----------- 39,837 37,223 ------------- ----------- NON-CURRENT LIABILITIES: Long-term debt 22,387 14,637 Deferred income taxes 4,101 3,826 Long-term environmental remediation liability 1,965 2,011 ------------- ----------- 28,453 20,474 ------------- ----------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Capital stock: Preferred, $.10 par value; 500,000 shares authorized, none issued - - Common, $.10 par value; 30,000,000 shares authorized, 12,222,242 shares issued at September 30, 2001 and 12,122,967 shares issued at June 30, 2001 1,222 1,212 Additional paid-in capital 50,612 47,608 Retained earnings 27,282 24,052 ------------- ----------- 79,116 72,872 Less treasury stock, at cost 2,897 2,897 ------------- ----------- 76,219 69,975 ------------- ----------- $ 144,509 $ 127,672 ============= ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. -4- TRC COMPANIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended September 30, (in thousands) 2001 2000 ------------- ----------- (as adjusted) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,230 $ 1,759 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 655 847 Change in deferred taxes and other non-cash items 54 (48) Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable (current and long-term) (6,344) (3,549) Prepaid expenses and other current assets 93 (145) Accounts payable 2,653 459 Accrued compensation and benefits 1,444 914 Billings in advance of revenue earned (934) (788) Insurance recoverable (current and long-term) (216) - Environmental remediation liability (current and long-term) (1,695) - Other accrued liabilities 397 (104) ------------- ----------- NET CASH USED IN OPERATING ACTIVITIES (663) (655) ------------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment (883) (1,329) Investments in and advances to unconsolidated affiliates (310) (723) Acquisition of businesses, net of cash acquired (3,910) - Increase (decrease) in other assets, net (3) 53 ------------- ----------- NET CASH USED IN INVESTING ACTIVITIES (5,106) (1,999) ------------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings under revolving credit facility 7,396 2,000 Proceeds from exercise of stock options and warrants 359 325 ------------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 7,755 2,325 ------------- ----------- INCREASE (DECREASE) IN CASH 1,986 (329) Cash, beginning of period 851 1,566 ------------- ----------- CASH, END OF PERIOD $ 2,837 $ 1,237 ============= ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. -5- TRC COMPANIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 (in thousands, except per share amounts) 1. The condensed consolidated balance sheet at September 30, 2001 and the consolidated statements of operations for the three months ended September 30, 2001 and 2000 and the condensed consolidated statements of cash flows for the three months ended September 30, 2001 and 2000 are unaudited, but in the opinion of the Company, include all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the results for the interim periods. The June 30, 2001 condensed consolidated balance sheet information was derived from the audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. Certain footnote disclosures usually included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2001. 2. The Company has entered into several long-term contracts under its Exit Strategy program under which the Company is obligated to complete the remediation of environmental conditions at a site for a fixed fee. The Company assumes the risk for all remediation costs for pre-existing site environmental conditions and believes that through in-depth technical analysis, comprehensive cost estimation and creative remedial approaches it is able to execute pricing strategies which protect the Company's return on these projects. As additional protection, the Company obtains remediation cost cap insurance from rated insurance companies (e.g., American International Group) which provides coverage for cost increases arising from unknown or changed conditions up to a specified maximum amount significantly in excess of the estimated cost of remediation. Upon signing of the contract, the Company receives the fixed fee contract price which is deposited in a restricted account held by the insurance company and the Company is reimbursed as it performs under the contract. The Company believes that it is adequately protected from risks on these projects and that adverse developments, if any, will not have a material impact on the Company's consolidated operating results, financial condition or cash flows. One Exit Strategy contract entered into by the Company also involved the Company entering into a consent decree with government authorities and assuming the obligation for the settling responsible parties' environmental remediation liability for the site. The Company's expected remediation cost is fully funded by the contract price received and is fully insured by an environmental remediation cost cap policy. 3. In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS 141 requires that all business combinations be accounted for under the purchase method only and that certain acquired intangible assets in a business combination be recognized as assets apart from goodwill. SFAS 142 requires that ratable amortization of goodwill be replaced with periodic tests of the goodwill's impairment and that identifiable intangible assets other than goodwill be -6- amortized over their useful lives. SFAS 141 is effective for all business combinations completed after June 30, 2001. The Company has elected to early adopt the provisions of SFAS 142 effective July 1, 2001. The table below shows the effect on net income had SFAS 142 been adopted in prior periods.
Three Months Ended September 30, 2001 2000 ------------------------------- NET INCOME: Reported net income $ 3,230 $ 1,759 Add back: goodwill amortization (net of taxes) - 222 --------------- --------------- Adjusted net income $ 3,230 $ 1,981 =============== =============== BASIC EARNINGS PER SHARE: Reported basic earnings per share $ 0.29 $ 0.17 Add back: goodwill amortization (net of taxes) - 0.02 --------------- --------------- Adjusted basic earnings per share $ 0.29 $ 0.19 =============== =============== DILUTED EARNINGS PER SHARE: Reported diluted earnings per share $ 0.26 $ 0.15 Add back: goodwill amortization (net of taxes) - 0.02 --------------- --------------- Adjusted diluted earnings per share $ 0.26 $ 0.17 =============== ===============
4. During the three months ended September 30, 2001, the Company completed the acquisition of four companies. The gross purchase price for these acquisitions was approximately $5,581 (before contingent consideration) consisting of a combination of cash and common stock of the Company. As a result of these acquisitions, goodwill of $5,007 was recorded in accordance with SFAS 142. Additionally, intangible assets acquired were recorded and are immaterial to the Company's financial position. The acquisitions have been accounted for using the purchase method of accounting in accordance with SFAS 141. The impact of these acquisitions on operating results was not material; therefore, no pro forma information is presented. On October 15, 2001, the Company completed the acquisition of the SITE-Blauvelt group of companies ("SITE"). SITE is a transportation infrastructure firm headquartered in Mt. Laurel, New Jersey with offices in a number of other states. The purchase price of approximately $22,940 (before contingent consideration) consisted of 870 shares of the Company's common stock valued using the average closing price of the stock for the 50-day period ended September 28, 2001. The Company may make additional payments if certain financial goals are achieved in each of the next three years. The acquisition will be accounted for using the purchase method of accounting in accordance with SFAS 141. 5. On February 6, 2002, the Company announced a 3-for-2 stock split of its common stock. The additional shares were distributed on March 5, 2002 in the form of a 50% stock -7- dividend to shareholders of record on February 19, 2002. The accompanying financial statements and notes thereto have been adjusted to reflect the stock split. 6. The Company is amending its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, with respect to the accounting for an equity investment. As a 60% owner of a recently formed energy services business joint venture, the Company had included 60% of the joint venture's start-up losses in the Company's operating results. However, it was determined that since the Company had funded all of the joint venture's costs, it should report 100% of the losses. The effects of this adjustment on the previously reported three month operating results is as follows:
Three Months Ended September 30, 2001 --------------------------------- As previously As reported adjusted --------------------------------- Gross revenue $ 57,558 $ 57,558 --------------------------------- Net service revenue 36,478 36,478 --------------------------------- Operating income 5,730 5,518 --------------------------------- Net income 3,360 3,230 --------------------------------- Earnings per share: Basic $ 0.30 $ 0.29 Diluted 0.27 0.26 ---------------------------------
The effects of this adjustment on the previously reported balance sheet is as follows:
September 30, 2001 --------------------------------- As previously As reported adjusted --------------------------------- Investments in and advances to unconsolidated affiliates $ 5,187 $ 5,524 --------------------------------- Current liabilities 39,837 39,919 --------------------------------- Non-current liabilities 28,453 28,578 --------------------------------- Shareholders' equity 76,219 76,349 ---------------------------------
The effects of this adjustment had no impact on net cash used in operating activities. -8- TRC COMPANIES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three Months Ended September 30, 2001 and 2000 OVERVIEW The Company is a leading provider of technical, financial risk management and construction services to industry and government primarily in the United States market. The Company's main focus is in the areas of infrastructure improvements and expansions, environmental management and power development and conservation. RESULTS OF OPERATIONS The Company, in the course of providing its services, routinely subcontracts drilling, laboratory analyses, construction equipment and other services. These costs are passed directly through to customers and, in accordance with industry practice, are included in gross revenue. Because subcontractor costs and direct charges can vary significantly from project to project, the Company considers net service revenue, which is gross revenue less subcontractor costs and direct charges, as its primary measure of revenue growth. The following table presents the percentage relationships of certain items in the consolidated statements of operations to net service revenue:
Three Months Ended September 30, 2001 2000 ------------------------------ NET SERVICE REVENUE 100.0% 100.0% ------------- ------------- OPERATING COSTS AND EXPENSES: Cost of services 80.1 81.3 General and administrative expenses 3.0 3.2 Depreciation and amortization 1.8 3.2 ------------- ------------- INCOME FROM OPERATIONS 15.1 12.3 Interest expense 0.8 1.8 ------------- ------------- INCOME BEFORE TAXES 14.3 10.5 Federal and state income tax provision 5.5 3.9 ------------- ------------- NET INCOME 8.8% 6.6% ============= =============
-9- The revenue growth trend established in fiscal 1998 continued. Net service revenue increased by 36.6% to $36.5 million during the three months ended September 30, 2001, compared to $26.7 million in the same period last year. Approximately 58% of the net service revenue growth was organic and approximately 42% of the growth resulted from acquisitions. Net service revenue from acquired companies is considered part of acquisition growth during the twelve months from the date acquired. This increase was due to a combination of internal growth arising out of increased revenue from the Company's services including, as expected, revenue from the Exit Strategy(R) and power sectors, and the additional revenue from acquisitions made in fiscal 2002 and 2001. As a percentage of net service revenue, cost of services decreased to 80.1% during the three months ended September 30, 2001, from 81.3% in the same period last year. This decrease contributed directly to an increase in income from operations as a percentage of net service revenue. The increase in the cost of services of approximately 34.5% during the three months ended September 30, 2001 was primarily due to additional operating costs incurred to support the increase in net service revenue and additional operating costs associated with the businesses acquired in fiscal 2002 and 2001. As a percentage of net service revenue, general and administrative costs decreased to 3.0% during the three months ended September 30, 2001, from 3.2% in the same period last year. This decrease also contributed directly to an increase in income from operations as a percentage of net service revenue. The increase in general and administrative expenses of approximately 27.1% during the three months ended September 30, 2001, was primarily from additional costs necessary to support the Company's internal and acquisition growth. Depreciation and amortization expense decreased by approximately 22.7% during the three months ended September 30, 2001, as compared to the same period last year. The decrease was primarily due to Company's early adoption of SFAS 142, "Goodwill and Other Intangible Assets". In accordance with SFAS 142, the Company no longer amortizes goodwill. The decrease associated with the adoption of SFAS 142 was partially offset by an increase in depreciation expense primarily associated with equipment acquired through acquisitions. Income from operations increased by approximately 68.4% to $5.5 million during the three months ended September 30, 2001, as compared to $3.3 million during the same period last year. Approximately 77% of the operating income growth was organic and approximately 23% resulted from acquisitions. Income from operations from acquired companies is considered part of acquisition growth during the twelve months from the date acquired. The continued improvement in operating performance was primarily due to: (1) the Company's focus toward higher margin, economically driven markets, such as the Exit Strategy(R) and power sectors, (2) the growth in revenue, without comparable increases in operating overhead, and (3) the favorable impact resulting from the adoption of SFAS 142. Interest expense decreased during the three months ended September 30, 2001, as compared to the same period last year, primarily due to lower average interest rates. The Company's percentage of debt to capitalization ratio continues to remain relatively low, reflecting management's conservative philosophy. -10- The provision for federal and state income taxes reflects an effective rate of 38.3% for the three months ended September 30, 2001, compared to an effective rate of 37% in the same period last year. The increase was primarily due to an increase in the Company's federal income tax rate. The Company believes that there will be sufficient taxable income in future periods to enable utilization of available deferred income tax benefits. IMPACT OF INFLATION The Company's operations have not been materially affected by inflation or changing prices because of the short-term nature of many of its contracts, and the fact that most contracts of a longer term are subject to adjustment or have been priced to cover anticipated increases in labor and other costs. LIQUIDITY AND CAPITAL RESOURCES The Company primarily relies on cash from operations and borrowings based upon the strength of its balance sheet to fund operations. The Company's liquidity is assessed in terms of its overall ability to generate cash to fund its operating and investing activities, and to reduce debt. Of particular importance in the management of liquidity are cash flows generated from operating activities, acquisitions, capital expenditure levels and an adequate bank line of credit. Cash flow used in operating activities for the three months ended September 30, 2001 was approximately $.7 million. The cash generated by net income, the non-cash charges against income for depreciation and amortization and the $2.7 million increase in accounts payable was primarily offset by the $6.3 million increase in accounts receivable due to the growth in revenue. Investing activities used cash of approximately $5.1 million during the three months ended September 30, 2001, primarily consisting of $.9 million expenditures for additional information technology and other equipment to support business growth and $3.9 million for several small acquisitions. The Company expects to make capital expenditures of approximately $4 million during the remainder of fiscal 2002 and expects expenditures for acquisitions to increase at a stronger pace than fiscal 2001. The Company maintains a bank financing arrangement to assist in funding various operating and financing activities, which was amended on October 12, 2001. Under the agreement, the Company has available a $30 million credit facility that will reduce to $25 million on March 11, 2002, unless further amended by the bank. Borrowings under the agreement bear interest at the bank's base rate or the Eurodollar rate plus applicable margins, are collateralized by all assets of the Company and are due and payable in March 2003 when the credit agreement expires. The agreement requires the Company to meet certain financial ratios. At September 30, 2001, outstanding borrowings pursuant to the agreement were $21.8 million, at an average interest rate of 5.2%. The cash generated from operations, the cash on hand at September 30, 2001 and available borrowings under the bank line of credit will be sufficient to meet the Company's current cash requirements for the remainder of fiscal 2002. -11- NEW ACCOUNTING GUIDANCE In June 2001, the Financial Accounting Standards Board issued SFAS No. 143, "Accounting for Asset Retirement Obligations." The standard requires that legal obligations associated with the retirement of tangible long-lived assets be recorded at fair value when incurred and is effective January 1, 2003 for the Company. The Company is currently reviewing the provisions of SFAS 143 to determine the impact upon adoption. In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which provides guidance on the accounting for the impairment or disposal of long-lived assets and is effective January 1, 2002 for the Company. The Company is currently reviewing the provisions of SFAS 144 to determine the impact upon adoption. FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that describe the Company's business prospects. These statements involve risks and uncertainties including, but not limited to, regulatory uncertainty, government funding, level of demand for the Company's services, industry-wide competitive factors and political, economic or other conditions. Furthermore, market trends are subject to changes which could adversely affect future results. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's exposure to market risk for changes in interest rates relates primarily to borrowings under the Company's revolving credit agreement with a commercial bank. These borrowings bear interest at variable rates and the fair value of this indebtedness is not significantly affected by changes in market interest rates. An effective increase or decrease of 10% in the current effective interest rate under the revolving credit agreement would not have a material effect on the Company's consolidated operating results, financial condition or cash flows. PART II: OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K - There were no reports on Form 8-K filed during the quarter ended September 30, 2001. -12- 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 thereunto duly authorized. TRC COMPANIES, INC. September 27, 2002 by: /s/ John W. Hohener ------------------------------- John W. Honener Senior Vice President and Chief Financial Officer (Chief Accounting Officer) -13- CERTIFICATIONS I, Richard D. Ellison, certify that: 1. I have reviewed this quarterly report on Form 10Q/A for the quarterly period ended September 30, 2001 of TRC Companies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. Date: September 27, 2002 /S/ RICHARD D. ELLISON - ---------------------------------- Richard D. Ellison Chief Executive Officer I, John W. Hohener, certify that: 1. I have reviewed this quarterly report on Form 10Q/A for the quarterly period ended September 30, 2001 of TRC Companies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. Date: September 27, 2002 /S/ JOHN W. HOHENER - ---------------------------------- John W. Hohener Chief Financial Officer -14- EX-99.1 3 a2090205zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT 2002 (18 U.S.C. SECTION 1350) In connection with the Quarterly Report of TRC Companies, Inc., a Delaware corporation (the "Company"), on Form 10-Q/A for the quarterly period ended September 30, 2001 as filed with the Securities and Exchange Commission (the "Report"), I, Richard D. Ellison, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ RICHARD D. ELLISON Richard D. Ellison Chief Executive Officer September 27, 2002 EX-99.2 4 a2090205zex-99_2.txt EXHIBIT 99.2 Exhibit 99.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT 2002 (18 U.S.C. SECTION 1350) In connection with the Quarterly Report of TRC Companies, Inc., a Delaware corporation (the "Company"), on Form 10-Q/A for the quarterly period ended September 30, 2001 as filed with the Securities and Exchange Commission (the "Report"), I, John. W. Hohener, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /S/ JOHN W. HOHENER - ---------------------------- John W. Hohener Chief Financial Officer September 27, 2002 -----END PRIVACY-ENHANCED MESSAGE-----