EX-99.1 2 a07-3103_1ex99d1.htm EX-99.1

Exhibit 99.1

TRC ANNOUNCES FISCAL 2006 FINANCIAL RESULTS

Company Reports Net Loss for 2006;
Company Expects Improved Outlook for Fiscal 2007

Lowell, MA, January 31, 2007 - TRC (NYSE: TRR), a recognized leader in engineering, consulting and construction management, today announced financial results for the fiscal year ended June 30, 2006.  For the fiscal year ended June 30, 2006, gross revenue rose 10% to $401.2 million compared with $363.4 million for fiscal 2005.  Net service revenue for fiscal 2006 grew 8.5% to $242.4 million compared with $223.4 million for fiscal 2005.  Organic growth and acquisitions each represented approximately half of the increase in net service revenue.

The loss from operations for fiscal 2006 was $(26.3) million compared with the loss from operations of $(9.0) million for fiscal 2005. The net loss for fiscal 2006 was $(23.8) million compared with a net loss of $(7.3) million for fiscal 2005.  The net loss applicable to common shareholders for fiscal 2006 was $(24.6) million, or $(1.62) per share, compared with $(8.0) million, or $(0.57) per share, in fiscal 2005. The net losses applicable to common shareholders included a loss per share from discontinued operations of $(0.22) in fiscal 2006 and a gain per share from discontinued operations of $0.01 in fiscal 2005.

Following is a table of losses or costs included in the loss from operations for fiscal year 2006 (in thousands):




 

Major contract losses

 

$

8,200

 

Sarbanes Oxley compliance and audit costs

 

5,800

 

Operating losses at certain entities

 

4,300

 

Costs related to forbearance agreement

 

3,400

 

Allowance for bad debts

 

8,100

 

Impairment of trade names

 

2,200

 

Restructuring charges

 

1,000

 

Total of certain losses or costs incurred

 

$

33,000

 

 

The Company has taken action to significantly reduce these levels of losses and costs experienced in fiscal 2006.  Specifically, the Company has enhanced its controls over project acceptance, which management believes will significantly reduce the level of contract losses experienced in fiscal 2006; the Company has increased the depth and level of experience of its accounting personnel in order to improve its internal controls and reduce compliance costs; in July 2006, the Company refinanced its outstanding debt and is no longer operating under a forbearance agreement with its lender; the Company has improved the timeliness of customer invoicing, has enhanced its collection efforts, and has improved project management, which management believes will result in significantly lower levels of bad debt expense; and, in 2006, the Company wrote off trade names that it will not longer use.

“As expected, our results for fiscal 2006, which include a number of legacy issues, reflect the ongoing transformation of TRC into a leaner and more focused organization,” said Chairman and CEO Chris Vincze. “In fiscal 2006, we took the critical first steps necessary to return TRC to a position of long-term sustainable, profitable growth.  During the year, we assembled a talented executive team capable of guiding the Company through this recovery period and beyond.  We began to restructure the organization by centralizing many corporate-wide functions, tightening our operating model and improving our internal controls.”

“Another critical element in our turnaround plan was to enhance our balance sheet to increase our financial flexibility,” Vincze said.  “In March 2006, we raised $20 million through a private placement to reduce the Company’s debt. In July, we entered into a new $50 million credit facility on terms that extend through July 2011.”




 

“Overall, we concluded fiscal 2006 having made measurable progress in improving our operations and establishing the basis of our future platform,” Vincze said.  “From a customer perspective, our brand remains one of the most respected in the industry, as evidenced by our revenue growth of 10% for the year.  Business activity remains strong across all of our market segments.  We entered fiscal 2007 with a robust pipeline of potential projects and a substantial backlog in all four of our market sectors: environmental, infrastructure, energy and real estate.”

Outlook and First Quarter Fiscal 2007 Guidance

“During the first half of fiscal 2007, we recorded some significant customer wins and experienced growth across our primary business services,” Vincze said.  “We also moved forward with our ongoing cost reduction and cash flow improvement initiatives.”

“We anticipate filing the Forms 10-Q and 10-K for fiscal year 2006 in February,” said CFO Carl Paschetag. “We then plan to file the Forms 10-Q for the first two quarters of fiscal 2007 as quickly thereafter as practical.”

For the first quarter of fiscal 2007, TRC expects to report gross revenue of approximately $105 million and net service revenue of approximately $65 million.  The Company also expects to report profitable results for the first quarter, subject to review.

“Looking ahead, we believe that trends within our key markets are promising,” Vincze concluded.  “Overall, our industry is sustaining a growth phase that is expected to last several years as a result of the combination of the aging U.S. infrastructure, population growth, and increasing energy needs.  In addition, our industry is being fueled by the favorable economic factors of low interest rates, increasing federal spending on capital projects and global growth.  As a recognized leader in our arena, we believe TRC is well positioned to benefit from the dynamics of our marketplace.”

Conference Call Information

The Company will broadcast its fiscal 2006 financial results conference call this morning at 9:00 a.m. ET.  Those who wish to listen to the conference call should visit the “Investor Center” section of TRC’s website at www.TRCsolutions.com.  The call also may be accessed by dialing (800) 967-7143 or (719) 457-2631 prior to the start of the call.  For interested individuals unable to join the live conference call, a webcast replay will be available on the Company’s website.




 

About TRC

TRC creates and implements sophisticated and innovative solutions to the challenges facing America’s real estate, environmental, energy, and infrastructure markets. The Company is also a leading provider of technical, financial, risk management, and construction services to commercial and government customers across the country. For more information, visit TRC’s website at www.TRCsolutions.com.

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 our future expectations, contain projections of our future results of operations or of our financial condition, or state other “forward-looking” information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our 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 availability and adequacy of insurance, the uncertainty of our operational and growth strategies, the challenges inherent in integrating newly acquired businesses, regulatory uncertainty, the availability of funding for government projects, the level of demand for our  services, product acceptance, industry-wide competitive factors, the ability to continue to attract and retain highly skilled and qualified personnel, recent changes in our  senior management, the results of outstanding litigation, risks arising from either failure to identify, or from identified material weaknesses in our internal controls over financial reporting or our inability effectively to remedy such weaknesses, our inability to comply with the terms of our credit facility and our lenders’ future unwillingness to waive our noncompliance, and general political or economic conditions.  Furthermore, market trends are subject to changes, which could adversely affect future results. See additional discussion in our Annual Report on Form 10-K for the fiscal year ended June 30, 2005, and other factors detailed from time to time in our  other filings with the Securities and Exchange Commission.




 

TRC Companies, Inc.
Statement of Operations
(Unaudited)

Years ended June 30,

 

2006

 

2005

 

Gross revenue

 

$

401,214

 

$

363,391

 

Less subcontractor costs and other direct reimbursable charges

 

158,821

 

140,004

 

Net service revenue

 

242,393

 

223,387

 

 

 

 

 

 

 

Interest income from contractual arrangements

 

4,054

 

2,578

 

Insurance recoverables

 

1,053

 

14,969

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

Cost of services

 

240,037

 

225,461

 

General and administrative expenses

 

24,604

 

14,663

 

Goodwill and intangible asset write-offs

 

2,170

 

3,625

 

Depreciation and amortization

 

6,964

 

6,188

 

 

 

273,775

 

249,937

 

Operating income (loss)

 

(26,275

)

(9,003

)

Interest expense

 

4,545

 

2,438

 

 

 

 

 

 

 

Income (loss) from continuing operations before taxes, minority interest, equity earnings (losses) and accounting change

 

(30,820

)

(11,441

)

Federal and state income tax provision (benefit)

 

(10,232

)

(3,778

)

Minority interest

 

 

(470

)

Income (loss) from continuing operations before equity earnings (losses) and accounting change

 

(20,588

)

(7,193

)

Equity in earnings (losses) from unconsolidated affiliates, net of taxes

 

9

 

344

 

Income (loss) from continuing operations before accounting change

 

(20,579

)

(6,849

)

Discontinued operations, net of taxes

 

(3,268

)

176

 

Cumulative effect of accounting change, net of taxes

 

 

(589

)

Net income (loss)

 

(23,847

)

(7,262

)

Dividends and accretion charges on preferred stock

 

751

 

766

 

Net income (loss) available to common shareholders

 

$

(24,598

)

$

(8,028

)

 

 

 

 

 

 

Basic earnings (loss) per common share:

 

 

 

 

 

Income (loss) from continuing operations before accounting change

 

$

(1.41

)

$

(0.54

)

Discontinued operations, net of taxes

 

(0.22

)

0.01

 

Cumulative effect of accounting change

 

 

(0.04

)

 

 

$

(1.62

)

$

(0.57

)

 

 

 

 

 

 

Diluted earnings (loss) per common share:

 

 

 

 

 

Income (loss) from continuing operations before accounting change

 

$

(1.41

)

$

(0.54

)

Discontinued operations, net of taxes

 

(0.22

)

0.01

 

Cumulative effect of accounting change

 

 

(0.04

)

 

 

$

(1.62

)

$

(0.57

)

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

Basic

 

15,168

 

14,109

 

Diluted

 

15,168

 

14,109

 

 




 

TRC Companies, Inc.
Balance Sheet
(unaudited)

 

 

June 30,

 

June 30,

 

 

 

2006

 

2005

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

3,093

 

$

3,325

 

Accounts receivable, less allowances for doubtful accounts

 

120,829

 

136,859

 

Insurance recoverable - environmental remediation

 

1,049

 

5,683

 

Deferred income tax benefits

 

16,160

 

11,355

 

Income taxes refundable

 

5,429

 

3,900

 

Restricted investment

 

33,230

 

44,993

 

Prepaid expenses and other current assets

 

8,049

 

6,788

 

Total current assets

 

187,839

 

212,903

 

Property and equipment:

 

 

 

 

 

Land and building

 

614

 

480

 

Equipment, furniture and fixtures

 

48,064

 

43,594

 

Leasehold improvements

 

5,385

 

4,249

 

 

 

54,063

 

48,323

 

Less accumulated depreciation and amortization

 

35,105

 

30,996

 

 

 

18,958

 

17,327

 

Goodwill

 

126,325

 

123,122

 

Investments in and advances to unconsolidated affiliates and construction joint ventures

 

4,315

 

3,768

 

Long-term restricted investment

 

78,856

 

87,535

 

Long-term prepaid insurance

 

56,612

 

56,879

 

Assets held for sale

 

458

 

 

Land held for sale

 

2,870

 

 

Other assets

 

7,572

 

14,719

 

Total assets

 

$

483,805

 

$

516,253

 

 

 




 

TRC Companies, Inc.
Balance Sheet
(unaudited)

 

 

June 30,

 

June 30,

 

 

 

2006

 

2005

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

37,608

 

$

14,924

 

Accounts payable

 

41,450

 

38,776

 

Accrued compensation and benefits

 

20,930

 

16,869

 

Deferred revenue

 

39,726

 

49,960

 

Environmental remediation liability

 

2,504

 

1,655

 

Other accrued liabilities

 

22,214

 

21,173

 

Total current liabilities

 

164,432

 

143,357

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, net of current portion

 

2,845

 

45,056

 

Deferred income tax liabilities

 

4,689

 

7,156

 

Long-term deferred revenue

 

143,979

 

154,229

 

Long-term environmental remediation liability

 

9,302

 

6,466

 

Total liabilities

 

325,247

 

356,264

 

 

 

 

 

 

 

Convertible redeemable preferred stock

 

15,000

 

14,941

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Capital stock:

 

 

 

 

 

Preferred, $.10 par value; 500,000 shares authorized, 15,000 issued and outstanding as convertible redeemable, liquidation preference of $15,000

 

 

 

Common, $.10 par value; 30,000,000 shares authorized, 16,720,420 shares issued and outstanding at June 30, 2006, and 15,332,584 and 14,389,609 shares issued and outstanding, respectively, at June 30, 2005

 

1,672

 

1,533

 

Additional paid-in capital

 

125,152

 

105,092

 

Retained earnings

 

16,722

 

41,320

 

Accumulated other comprehensive income

 

12

 

 

 

 

143,558

 

147,945

 

Less treasury stock, at cost

 

 

2,897

 

Total shareholders’ equity

 

143,558

 

145,048

 

Total liabilities and shareholders’ equity

 

$

483,805

 

$

516,253