EX-99.1 2 a07-17947_1ex99d1.htm EX-99.1

Investor Contact:

Sharon Merrill Associates

(617) 542-5300

trr@investorrelations.com

Company Contact:

Carl Paschetag, CFO

(978) 970-5600

cpaschetag@trcsolutions.com

TRC ANNOUNCES FINANCIAL RESULTS
FOR THE THIRD QUARTER OF FISCAL 2007

Company Completes Rebranding and Achieves Increase in Net Service Revenues

Lowell, MA, July 2, 2007 - TRC (NYSE: TRR), a recognized leader in engineering, consulting and construction management, today announced financial results for the three and nine months ended March 31, 2007.

Third-Quarter Results
For the three months ended March 31, 2007, gross revenue increased 20% to $111.5 million compared with $92.7 million for the three months ended March 31, 2006.  Net service revenue for the third quarter of fiscal 2007 grew 3.8% to $64.1 million compared with $61.7 million for the three months ended March 31, 2006.  Gross revenue includes subcontracted costs that can fluctuate period to period.  The Company believes that net service revenue better reflects the value of services provided to customers.

The loss from continuing operations for the three months ended March 31, 2007 was $665,000 compared with a loss from continuing operations of $1.9 million for the same period in fiscal 2006.  The net loss for the three months ended March 31, 2007 was $712,000 compared with a net loss of $1.9 million for the comparable period in fiscal 2006.  The net loss applicable to common shareholders for the third quarter of fiscal 2007 was $712,000, or $(0.04) per share, compared with a net loss of $2.1 million, or $(0.14) per share, for the three months ended March 31, 2006.

Results for the Nine Months Ended March 31, 2007
For the nine months ended March 31, 2007, gross revenue increased 10.0% to $326.7 million compared with $296.8 million for the nine months ended March 31, 2006.  Net service revenue for the nine months ended March 31, 2007 grew 8.8% to $192.0 million compared with $176.4 million for the nine months ended March 31, 2006.

TRC
650 Suffolk Street  
   Lowell, Massachusetts 01854
Telephone 978-970-5600      Fax 949-453-1995




Net income for the nine months ended March 31, 2007 was $623,000 compared with a net loss of $11.7 million for the nine months ended March 31, 2006.  Net income applicable to common shareholders for the first nine months of fiscal 2007 was $4.3 million, or $0.24 per diluted share, compared with a net loss of $12.2 million, or $(0.84) per share, for the nine months ended March 31, 2006.  Net income applicable to common shareholders for the nine months ended March 31, 2007 included a $3.9 million benefit related to the redemption of $15.0 million of convertible redeemable preferred stock in December 2006. The benefit did not impact net income but increased net income applicable to common shareholders and net income per diluted share by $0.22 per share.

Comments on the Third Quarter
“TRC’s financial performance this quarter was in line with our expectations,” said Chris Vincze, TRC’s Chairman and Chief Executive Officer.  “While the third quarter is historically weak due to seasonality, we experienced continued strength in underlying demand within our target markets, particularly engineering services related to power generation projects.  As expected, the net loss for the quarter was primarily the result of investments in TRC’s infrastructure, the continued effect of redundant overhead costs, expenses related to the conversion of our legacy systems into a common enterprise-wide IT platform, the launch of our branding campaign and reduced field activity levels due to seasonality.”

“During the quarter, we made substantial progress toward achieving our ongoing goal of streamlining our business by centralizing many of our primary functions, including our IT platform,” said Vincze.  “We spent considerable resources on continuing to identify and eliminate redundancies within the organization while focusing on organizing the Company for long-term sustainable, profitable growth.”

“Initial feedback on our rebranding campaign has been decidedly positive,” Vincze said.  “We have successfully consolidated numerous subsidiaries within TRC, creating a consistent corporate identity for our employees nationwide.  From a market perspective, unifying our brand has increased our clients’ awareness of our services, our competitiveness in the marketplace and accelerated cross-selling opportunities for our sales teams.”




Outlook and Financial Guidance
“We are fully engaged in the transformation stage of our turnaround strategy,” said Vincze.  “As we continue to improve the organizational structure of the Company, we expect to continue enhancing our underlying profitability.  However, we expect that the costs associated with the conversion of our legacy systems onto a common platform will continue to limit our operating results into the fourth quarter and the beginning of fiscal 2008.”

“The transformation is now shifting aggressively from an internal focus of improving operations management to an external strategy emphasizing revenue growth,” said Vincze. “Going forward we plan to identify and capitalize on external opportunities to drive growth in revenues, in particular in our energy and infrastructure services.  TRC operates in markets with significant potential for long-term growth.  Our backlog is strong and growing and we continue to generate a positive win-rate for new contracts.  Our management team is sharply focused on executing a broad range of growth initiatives designed to ultimately result in TRC becoming a top-quintile performer in all our business segments.”

Conference Call Information
The Company will host a conference call this morning at 9:00 a.m. ET to discuss its financial results for the third quarter of fiscal 2007.  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) 810-0924 or (913) 981-4900 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 and bonding, 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 to effectively 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/A for the fiscal year ended June 30, 2006, Quarterly Reports on Form 10-Q, and other factors detailed from time to time in our other filings with the Securities and Exchange Commission.




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)

 

 

Three Months Ended 
March 31,

 

Nine Months Ended 
March 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

Gross revenue

 

$

111,450

 

$

92,725

 

$

326,656

 

$

296,844

 

Less subcontractor costs and direct charges

 

47,395

 

31,010

 

134,651

 

120,423

 

Net service revenue

 

64,055

 

61,715

 

192,005

 

176,421

 

 

 

 

 

 

 

 

 

 

 

Interest income from contractual arrangements

 

1,194

 

1,057

 

3,645

 

2,904

 

Insurance recoverables

 

127

 

103

 

4,943

 

907

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of services

 

57,491

 

56,266

 

170,391

 

166,689

 

General and administrative expenses

 

5,742

 

5,144

 

17,258

 

17,341

 

Provision for doubtful accounts

 

619

 

1,298

 

2,429

 

5,737

 

Depreciation and amortization

 

1,895

 

1,670

 

5,917

 

4,997

 

 

 

65,747

 

64,378

 

195,995

 

194,764

 

Operating income (loss)

 

(371

)

(1,503

)

4,598

 

(14,532

)

Interest expense

 

1,005

 

1,346

 

3,285

 

3,616

 

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

 

(1,376

)

(2,849

)

1,313

 

(18,148

)

Federal and state income tax provision (benefit)

 

(688

)

(964

)

673

 

(6,077

)

Minority interest

 

7

 

 

7

 

 

Income (loss) from continuing operations before equity earnings (losses)

 

(681

)

(1,885

)

647

 

(12,071

)

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

 

16

 

(8

)

53

 

(10

)

Income (loss) from continuing operations

 

(665

)

(1,893

)

700

 

(12,081

)

Discontinued operations, net of taxes

 

(47

)

35

 

(77

)

424

 

Net income (loss)

 

(712

)

(1,858

)

623

 

(11,657

)

Dividends, accretion charges, and benefit on redemption of preferred stock

 

 

199

 

(3,642

)

589

 

Net income (loss) applicable to common shareholders

 

$

(712

)

$

(2,057

)

$

4,265

 

$

(12,246

)

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.04

)

$

(0.14

)

$

0.25

 

$

(0.86

)

Discontinued operations

 

 

 

 

0.02

 

 

 

$

(0.04

)

$

(0.14

)

$

0.25

 

$

(0.84

)

Diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.04

)

$

(0.14

)

$

0.24

 

$

(0.86

)

Discontinued operations

 

 

 

 

0.02

 

 

 

$

(0.04

)

$

(0.14

)

$

0.24

 

$

(0.84

)

Average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

18,194

 

15,131

 

17,341

 

14,657

 

Diluted

 

18,194

 

15,131

 

17,724

 

14,657

 

 




CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(Unaudited)

 

 

March 31,
2007

 

June 30,
2006

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

1,590

 

$

3,093

 

Accounts receivable, less allowances for doubtful accounts

 

123,377

 

120,829

 

Insurance recoverable - environmental remediation

 

7,806

 

3,546

 

Deferred income tax benefits

 

15,547

 

15,261

 

Income taxes refundable

 

5,919

 

5,429

 

Restricted investment

 

25,021

 

33,230

 

Prepaid expenses and other current assets

 

12,235

 

8,049

 

Total current assets

 

191,495

 

189,437

 

 

 

 

 

 

 

Property and equipment, at cost

 

55,128

 

54,063

 

Less accumulated depreciation and amortization

 

34,211

 

35,105

 

 

 

20,917

 

18,958

 

Goodwill

 

130,753

 

126,325

 

Investments in and advances to unconsolidated affiliates and construction joint ventures

 

6,466

 

4,315

 

Long-term restricted investment

 

73,884

 

78,856

 

Long-term prepaid insurance

 

55,224

 

56,612

 

Assets held for sale

 

 

458

 

Other assets

 

13,882

 

10,442

 

Total assets

 

$

492,621

 

$

485,403

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

33,858

 

$

37,608

 

Accounts payable

 

44,445

 

41,450

 

Accrued compensation and benefits

 

19,681

 

20,930

 

Deferred revenue

 

33,521

 

39,726

 

Environmental remediation liability

 

3,796

 

2,504

 

Other accrued liabilities

 

26,286

 

22,214

 

Total current liabilities

 

161,587

 

164,432

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, net of current portion

 

11,068

 

2,845

 

Deferred income tax liabilities

 

5,334

 

4,689

 

Long-term deferred revenue

 

138,382

 

143,979

 

Long-term environmental remediation liability

 

10,879

 

9,302

 

Minority interest

 

89

 

 

Total liabilities

 

327,339

 

325,247

 

 

 

 

 

 

 

Convertible redeemable preferred stock

 

 

15,000

 

Commitments and contingencies

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

Capital stock:

 

 

 

 

 

Preferred, $.10 par value; 500,000 shares authorized, 0 and 15,000 issued and outstanding as convertible redeemable, liquidation preference of $0 and $15,000 at March 31, 2007 and June 30, 2006, respectively

 

 

 

Common, $.10 par value; 30,000,000 shares authorized, 18,233,910 and 18,230,428 issued and outstanding, respectively, at March 31, 2007, and 16,720,420 shares issued and outstanding at June 30, 2006

 

1,823

 

1,672

 

Additional paid-in capital

 

140,669

 

125,152

 

Retained earnings

 

22,585

 

18,320

 

Accumulated other comprehensive income

 

238

 

12

 

 

 

165,315

 

145,156

 

Less treasury stock, at cost

 

33

 

 

Total shareholders' equity

 

165,282

 

145,156

 

Total liabilities and shareholders' equity

 

$

492,621

 

$

485,403