-----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, CHXX27zwAM9d+K9hfKAvBxbs/cQvgjZJm+GI+0n0FPGuxD8KQLjHsC/2QzTHaztb cQ6KeSCN/rJJjTU/3D+fqw== 0000950109-96-008704.txt : 19961231 0000950109-96-008704.hdr.sgml : 19961231 ACCESSION NUMBER: 0000950109-96-008704 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19961230 SROS: NYSE 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09947 FILM NUMBER: 96687415 BUSINESS ADDRESS: STREET 1: 5 WATERSIDE CROSSING CITY: WINDSOR STATE: CT ZIP: 06095 BUSINESS PHONE: 2032898631 FORMER COMPANY: FORMER CONFORMED NAME: VAST INC /DE/ DATE OF NAME CHANGE: 19761201 11-K 1 RETIREMENT & SAVINGS PLAN ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 1996 Commission file number 1-5170 TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN ------------------------------------------------------ (Full title of the plan) TRC COMPANIES, INC. ------------------- (Name of issuer of securities held pursuant to the plan) 5 Waterside Crossing Windsor, Connecticut 06095 -------------------------- (Address of principal executive offices) ================================================================================ TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN TABLE OF CONTENTS
PAGE ---- FINANCIAL STATEMENTS: Report of Independent Accountants.................................. 3 Statement of Net Assets Available for Benefits at June 30, 1996 and 1995....................................... 4 Statement of Changes in Net Assets Available for Benefits for the Years Ended June 30, 1996 and 1995........................... 5 Notes to Financial Statements...................................... 6 ADDITIONAL INFORMATION:* Schedule of Assets Held for Investment Purposes at June 30, 1996 (Schedule I)................................... 12 Schedule of Reportable Transactions for the Year Ended June 30, 1996 (Schedule II).................................. 13 EXHIBITS: Consent of Independent Accountants................................. 14
* Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. -2- Report of Independent Accountants To the Participants and Administrator of TRC Companies, Inc. 401(k) Retirement and Savings Plan In our opinion, the accompanying statements of net assets available for benefits, and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the TRC Companies, Inc. 401(k) Retirement and Savings Plan at June 30, 1996 and 1995, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in schedules I and II are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements take as a whole. PRICE WATERHOUSE LLP Hartford, Connecticut December 19, 1996 -3- TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
June 30, Investments, at fair value: 1996 1995 ------------ ----------- Shares of registered investment companies (mutual funds) offered by Barclays Global Investors, as Trustee: Money Market Fund $ 884,985 $ 1,087,045 International Equity Fund 1,518,863 1,397,156 Asset Allocation Fund 2,463,403 2,514,241 Growth Stock Fund 3,645,549 3,050,132 S&P 500 Stock Fund 3,292,175 2,605,687 U.S. Treasury Allocation Fund 901,192 907,002 ----------- ----------- 12,706,167 11,561,263 TRC Stock Fund 1,206,720 971,728 Employee Loan Fund 436,338 274,553 Other Investments - 89,820 ----------- ----------- Net assets available for benefits $14,349,225 $12,897,364 =========== ===========
The accompanying notes are an integral part of these financial statements -4- TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended June 30, 1996 1995 ----------- ----------- Additions to net assets: Contributions: Employees $ 1,459,147 $ 1,490,055 Employer match 523,860 544,225 Rollovers 23,591 568,263 ----------- ----------- 2,006,598 2,602,543 ----------- ----------- Investment income: Net realized and unrealized appreciation in market value of investments 1,185,325 1,400,883 Interest and dividend income 652,885 354,763 ----------- ----------- 1,838,210 1,755,646 ----------- ----------- Total additions 3,844,808 4,358,189 ----------- ----------- Deductions from net assets: Benefits paid to participants 2,388,279 1,157,150 Administrative fees and expenses 4,668 2,812 ----------- ----------- 2,392,947 1,159,962 ----------- ----------- Net increase during year 1,451,861 3,198,227 Net assets at beginning of year 12,897,364 9,699,137 ----------- ----------- Net assets at end of year $14,349,225 $12,897,364 =========== ===========
The accompanying notes are an integral part of these financial statements. -5- TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN The following description of the TRC Companies, Inc. (the "Company") 401(k) Retirement and Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General - ------- The Plan is a defined contribution plan covering substantially all full-time employees of the Company and its subsidiaries who have completed ninety days of service. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. Contributions - ------------- Generally, participants may contribute up to 15% of their base salary subject to certain limitations established by the Internal Revenue Code. Participants may also contribute amounts representing distributions from other qualified plans. On the first 6% of base salary contributed, the Company may provide a matching contribution. The amount of the matching contribution is determined annually by the Compensation Committee of the Company's Board of Directors based upon operating performance. For the years ended June 30, 1996 and 1995, the Company's matching contributions were equal to $.50 for each $1.00 contributed by the participants. For the year ended June 30, 1996, the Company's matching contributions were invested in the TRC Stock Fund. For the year ended June 30, 1995, fifty percent of the Company's matching contributions were invested in the TRC Stock Fund, with remaining matching contributions invested as the participants direct. Participant Accounts - -------------------- Each participant's account is credited with the participant's contribution, the Company's matching contribution, and allocations of forfeitures of terminated participants' nonvested accounts and Plan earnings. Allocations are based upon participant earnings or account balances. Vesting - ------- Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching contributions and actual earnings thereon is based upon years of continuous service. A participant is fully vested after four years of credited service. -6- Investment Options - ------------------ Upon enrollment in the Plan, participants may direct contributions into mutual funds offered by Barclays Global Investors or into the TRC Stock Fund. Participants may change their investment options at any time. Payment of Benefits - ------------------- If a participant's employment terminates before their account balances become fully vested, the nonvested portion of their account is forfeited and proportionately redistributed annually to remaining Plan participants. For the year ended June 30, 1996, forfeitures of $62,932 were redistributed. In the event of death or permanent disability, the participant or beneficiary becomes fully vested in their account balances. Because of the tax deferred status of the Plan, participants generally may not withdraw, without incurring additional taxes and penalties, amounts from the Plan until retirement, death, permanent disability or termination of employment if such occurs prior to age 59-1/2. All distributions from the Plan are made in a lump sum. Loans and Other In-Service Withdrawals - -------------------------------------- A participant may obtain a loan from the Plan repayable within a reasonable period of time and at a reasonable rate of interest. The amount of any loan is limited by government regulations to a portion of the participant's vested account balance. A participant may qualify for an in-service withdrawal. Such withdrawals are limited to a portion of their vested account balance and are generally subject to taxes and penalty. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES The significant accounting and reporting policies followed by the Plan are summarized as follows: Method of Accounting - -------------------- The financial statements of the Plan are prepared in accordance with generally accepted accounting principles. Investments - ----------- Investments of the Plan are stated at fair value, primarily by reference to published market data. Employee loans are stated at cost which approximates fair value. Realized and unrealized gains and losses are calculated based upon revalued cost in accordance with ERISA. Under this method, revalued cost equals current value at the beginning of the year or acquisition cost if acquired during the year. Payment of Benefits - ------------------- Benefits to participants are recorded when paid. -7- Administrative Expenses - ----------------------- Generally, all fees and expenses related to the administration of the Plan are paid by the Company or its subsidiaries. Participants exceeding the allowable number of investment changes and participants with loans from the Plan are charged administrative fees. NOTE 3 - TAX STATUS OF THE PLAN The Internal Revenue Service has determined and informed the Company by letter dated October 5, 1994, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code. Accordingly, no provision for income taxes has been included in the Plan's financial statements. NOTE 4 - PLAN TERMINATION Although it has not expressed any interest to do so, the Company has the right to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts. NOTE 5 - OTHER INVESTMENTS In connection with the May 1994 transfer of assets into the Plan from the North American Weather Consultants Employees' Profit Sharing Plan, 11,976 shares of the Company's common stock were included. These shares were issued by the Company in connection with the October 1992 purchase of the outstanding capital stock of North American Weather Consultants were held for the benefit of certain Plan participants and restricted from sale under Rule 144 of the Securities Act of 1933 until October 1995. In December 1995 the shares were sold and the proceeds distributed to the accounts of the participants. NOTE 6 - INVESTMENTS COMPRISING 5% OR MORE OF PLAN ASSETS Plan investments managed by Barclays Global Investors, as Trustee, that represent 5% or more of the Plan's assets at June 30, 1996 are as follows: Money Market Fund $ 884,985 International Equity Fund 1,518,863 Asset Allocation Fund 2,463,403 Growth Stock Fund 3,645,549 S&P 500 Stock Fund 3,292,175 U.S. Treasury Allocation Fund 901,192 TRC Stock Fund 1,206,720 ------------- $ 13,912,887 =============
-8- NOTE 7 - NET ASSETS AVAILABLE FOR BENEFITS The net assets available for benefits applicable to each investment fund at June 30, 1996 and the changes in net assets for the year then ended are as follows:
Inter- U.S. Money national Asset Growth S&P 500 Treasury Market Equity Allocation Stock Stock Allocation Fund Fund Fund Fund Fund Fund ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at June 30,1995 $ 1,087,045 $ 1,397,156 $ 2,514,241 $ 3,050,132 $ 2,605,687 $ 907,002 Contributions: Employees/employer match 142,688 193,718 248,044 398,048 359,736 92,906 Rollovers 2,750 4,590 1,665 7,497 5,911 1,178 Net realized and unrealized appreciation (depreciation) in market value of investments - 177,672 241,704 500,796 568,462 (14,490) Interest and dividend income 53,720 - 87,354 317,977 106,947 50,731 Benefits paid to participants (340,822) (240,123) (439,066) (770,117 (390,776) (75,639) Administrative fees and expenses (1,553) (454) (588) (1,000) (790) (206) Transfers (to) from other funds (58,843) (13,696) (189,951) 142,216 36,998 (60,290) ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at June 30, 1996 $ 884,985 $ 1,518,863 $ 2,463,403 $ 3,645,549 $ 3,292,175 $ 901,192 ------------ ------------ ------------ ------------ ------------ ------------
TRC Stock Fund --------------------------- Non- Employee Participant Participant Other Loan Directed Directed Investments Fund Total ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at June 30,1995 $ 589,892 $ 381,836 $ 89,820 $ 274,553 $ 12,897,364 Contributions: Employees/employer match 34,574 513,293 - - 1,983,007 Rollovers - - - - 23,591 Net realized and unrealized appreciation (depreciation) in market value of investments (131,685) (140,842) (16,292) - 1,185,325 Interest and dividend income - - - 36,156 652,885 Benefits paid to participants (24,762) (59,861) - (47,113) (2,388,279) Administrative fees and expenses (75) (2) - - (4,668) Transfers (to) from other funds 11,688 32,664 (73,528) 172,742 - ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at June 30, 1996 $ 479,632 $ 727,088 $ - $ 436,338 $ 14,349,225 ------------ ------------ ------------ ------------ ------------
-9- The net assets available for benefits applicable to each investment fund at June 30, 1995 and the changes in net assets for the year then ended are as follows:
Inter- U.S. Money national Asset Growth S&P 500 Treasury Market Equity Allocation Stock Stock Allocation Fund Fund Fund Fund Fund Fund ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at June 30, 1994 $ 734,445 $ 1,266,966 $ 1,994,198 $ 2,178,141 $ 1,950,096 $ 854,945 Contributions: Employees/employer match 198,592 234,057 333,558 396,273 394,896 140,197 Rollovers 38,070 95,628 114,728 132,237 125,781 25,798 Net realized and unrealized appreciation (depreciation) in market value of investments - (878) 308,706 822,710 422,410 32,599 Interest and dividend income 60,606 - 126,755 15,639 73,131 56,775 Benefits paid to participants (199,762) (95,736) (207,574) (204,227) (234,924) (131,141) Administrative fees and expenses (1,015) (259) (367) (508) (460) (164) Transfers (to) from other funds 256,109 (102,622) (155,763) (290,133) (125,243) (72,007) ------------ ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at June 30, 1995 $ 1,087,045 $ 1,397,156 $ 2,514,241 $ 3,050,132 $ 2,605,687 $ 907,002 ------------ ------------ ------------ ------------ ------------ ------------
TRC Stock Fund --------------------------- Non- Employee Participant Participant Other Loan Directed Directed Investments Fund Total ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at June 30, 1994 $ 157,748 $ 179,173 $ 119,760 $ 263,665 $ 9,699,137 Contributions: Employees/employer match 64,594 272,113 - - 2,034,280 Rollovers 36,021 - - - 568,263 Net realized and unrealized appreciation (depreciation) in market value of investments (61,212) (93,512) (29,940) - 1,400,883 Interest and dividend income - - - 21,857 354,763 Benefits paid to participants (14,101) (29,157) - (40,528) (1,157,150) Administrative fees and expenses (39) - - - (2,812) Transfers (to) from other funds 406,881 53,219 - 29,559 - ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at June 30, 1995 $ 589,892 $ 381,836 $ 89,820 $ 274,553 $ 12,897,364 ------------ ------------ ------------ ------------ ------------
-10- NOTE 8 - SUBSEQUENT EVENT/PLAN AMENDMENT Beginning October 1, 1996, the Plan was amended to allow participants to direct employer matching contributions. -11- SCHEDULE I TRC COMPANIES, INC. 401(K) RETIREMENT AND SAVINGS PLAN ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT JUNE 30, 1996
Identity of Party Number Historical Market Involved Description of Asset of Units Cost Value - ----------------------------- ------------------------ ------------ ------------ ------------ Barclays Global Investors Money Market Fund 884,985 $ 884,985 $ 884,985 Barclays Global Investors International Equity Fund 108,879 1,324,058 1,518,863 Barclays Global Investors Asset Allocation Fund 205,970 2,158,635 2,463,403 Barclays Global Investors Growth Stock Fund 224,618 2,732,725 3,645,549 Barclays Global Investors S&P 500 Stock Fund 225,029 2,493,210 3,292,175 Barclays Global Investors TRC Stock Fund 98,383 949,399 901,192 Barclays Global Investors Employee Loan Fund, bearing 219,404 1,604,063 1,206,720 interest at 7.0% to 10.0% repayable over one to ten years 436,338 436,338 ------------ ------------ $ 12,583,413 $ 14,349,225 ------------ ------------
-12- SCHEDULE II TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1996 Transactions with the same person or the same issue aggregating 5% or more of the current value of Plan assets as of the beginning of the year: Purchase Transactions:
Identity of Party Number Purchase Involved Description of Asset of Units Price - ------------------------------------ ---------------------------------- ------------ ------------------ Barclays Global Investors Money Market Fund 46 $ 406,027 Barclays Global Investors International Equity Fund 63 348,878 Barclays Global Investors Asset Allocation Fund 63 579,361 Barclays Global Investors Growth Stock Fund 82 1,025,170 Barclays Global Investors S&P 500 Stock Fund 71 624,580 Barclays Global Investors TRC Stock Fund 42 672,292
Sales Transactions:
Identity of Party Number Historical Sales Realized Involved Description of Asset of Units Cost Price Gain/(Loss) - -------------------------------- -------------------------------- ------------ ------------ ------------ ------------- Barclays Global Investors Money Market Fund 70 $ 652,142 $652,142 $ - Barclays Global Investors International Equity Fund 78 367,987 404,843 36,856 Barclays Global Investors Asset Allocation Fund 75 782,240 871,903 89,663 Barclays Global Investors Growth Stock Fund 86 703,538 930,550 227,012 Barclays Global Investors S&P 500 Stock Fund 81 402,403 506,552 104,149 Barclays Global Investors TRC Stock Fund 80 202,454 164,773 (37,681)
The purchase and selling price for each reportable transaction represents its current value at the time of acquisition or disposition. Gains and losses are calculated based upon historical cost whereas gains and losses in the financial statements are calculated based upon revalued cost in accordance with ERISA, see Note 2. -13- CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-70662) of our report dated December 19, 1996 appearing on page 3 of the TRC Companies, Inc. 401(k) Retirement and Savings Plan's Annual Report on Form 11-K for the year ended June 30, 1996. We also consent to the reference to us under the caption "Experts" in such Registration Statement. PRICE WATERHOUSE LLP Hartford, Connecticut December 20, 1996 -14- Signature Pursuant to the requirements of the Securities Exchange Act of 1993, the Trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN By /s/ Harold C. Elston, Jr. -------------------------------------- Harold C. Elston, Jr. Vice President and Treasurer December 20, 1996 -15- -----END PRIVACY-ENHANCED MESSAGE-----