EX-99.1 2 a07-30454_1ex99d1.htm EX-99.1

Exhibit 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 Fourth Quarter and fiscal
Year-End 2007 financial results

 

Company Increases Net Service Revenue;

Completes Implementation of New Enterprise-Wide Operating Platform

 

Lowell, MA, November 30, 2007 - TRC (NYSE: TRR), a recognized leader in engineering, consulting and construction management, today announced financial results for the fourth quarter and fiscal year ended June 30, 2007.

 

Fourth-Quarter Results

 

For the three months ended June 30, 2007, gross revenue increased 15.9% to approximately $115.0 million compared with approximately $99.2 million for the three months ended June 30, 2006. Net service revenue for the fourth quarter of fiscal 2007 increased 3.7% to approximately $63.9 million compared with approximately $61.6 million for the fourth quarter of fiscal 2006. Gross revenue includes subcontracted costs that can fluctuate period to period. The Company believes that net service revenue more closely reflects the value of services provided by TRC to customers.

 

The net loss for the three months ended June 30, 2007 was approximately $4.3 million compared with a net loss of approximately $12.2 million for the comparable period in fiscal 2006. The net loss applicable to common shareholders was approximately $4.3 million, or $0.23 per share, compared with a net loss of approximately $12.4 million, or $0.74 per share, for the three months ended June 30, 2006.

 

Fiscal Year 2007 Results

 

For the fiscal year ended June 30, 2007, gross revenue increased 11.5% to approximately $441.6 million compared with approximately $396.1 million for fiscal 2006. Net service revenue for fiscal 2007 increased 7.5% to approximately $255.9 million compared with approximately $238.0 million for fiscal 2006.

 

The net loss for fiscal 2007 was approximately $3.6 million compared with a net loss of approximately $23.8 million for fiscal 2006. The net loss applicable to common shareholders for fiscal 2007 was approximately $5.9 million, or $0.33 per share, compared

 

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

 



 

with a loss of approximately $24.6 million, or $1.62 per share, in fiscal 2006. The net loss applicable to common shareholders for the fiscal year ended June 30, 2007 includes a loss of approximately $2.0 million, or $0.11 per share, related to the redemption of $15 million of convertible redeemable preferred stock in December 2006. The $2.0 million charge includes the effect of the restatement discussed below.

 

Restatement of FY 2007 Second Quarter

 

In the second quarter of fiscal 2007, the Company reported a benefit from the conversion of its preferred stock of approximately $3.9 million. The Company has now determined that it should have reported a charge relating to this matter for the same quarter of approximately $2.0 million. The quarterly information included in Form 10-K for the fiscal year ended June 30, 2007 will reflect this restatement. The previously issued Forms 10-Q for the quarters ended December 31, 2006 and March 31, 2007 should not be relied upon.

 

Amendment of Credit Facility

 

As of the end of fiscal 2007, the Company was not in compliance with the covenants under its principal credit agreement related to minimum earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and the delivery and filing of financial statements. The Company’s lenders have waived the violation of these covenants and amended the EBITDA covenant on a going-forward basis.

 

Comments on the Results

 

“While we are disappointed with the results, we are pleased with the overall progress of our turnaround,” said Chris Vincze, TRC’s Chairman and Chief Executive Officer. “During the fourth quarter and throughout fiscal 2007, we continued to make improvements to the business, and we continued to experience increasing demand for our services, particularly infrastructure and energy. The TRC brand has remained strong in the marketplace, and the need for our services continues to grow, as our recent revenue growth indicates.”

 

“Our performance for the fourth quarter of fiscal 2007 was below expectations, as a result of integration, rebranding and related issues; project cost overruns which may be recoverable in future periods; and the direct and indirect costs of the system conversion,” said Vincze. “Over the past two years, we consolidated 17 legacy accounting systems into one universal new platform, which we adopted in the fourth quarter of fiscal 2007. Start-up issues associated with the implementation caused a delay in finalizing our results

 



 

for fiscal 2007. The new operating platform should enable increased project profitability through improved project management, cost reductions of general and administrative expenses and improved management reporting.”

 

“We substantially advanced our turnaround strategy during the past year, which required significant investments,” said Vincze. “As a result, we anticipate that we should see another year of significant improvements during fiscal 2008. Our backlog is expanding on the strength of our target markets, which are diverse and well-funded. We continue to attract a workforce of highly qualified individuals who will support our growth and execution in the years ahead. In addition, during the fourth quarter of fiscal 2007, we launched a three-year strategic plan which is intended to drive revenue growth and improve our bottom line performance.”

 

Outlook

 

“Our strategy is centered around revenue growth and expertise in TRC’s primary markets: energy, infrastructure, environmental and real estate,” said Vincze. “During fiscal 2008 we will be concentrating on advancing our strategic initiatives and refining the way we manage the Company. TRC is well positioned to benefit from industry trends across our target markets, including increased infrastructure funding, the shortage of engineers, shifts in U.S. energy and resource policy, and the renewed focus on environmental issues, such as climate change. We also will continue to focus on cost control initiatives in fiscal 2008 and beyond. The new software platform will enable additional expense reductions in the quarters ahead. More importantly, the new platform will provide our colleagues with tools to better manage our ongoing and future projects.”

 

“We have made tremendous improvements and strategic investments during the past year. As we capitalize on favorable industry trends and continue to aggressively address our cost structure, we anticipate that TRC will deliver improved results throughout fiscal 2008, with the goal of ultimately making TRC a top-quintile performer in our industry,” concluded Vincze.

 

Conference Call Information

 

The Company will broadcast its fiscal 2007 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 (866) 409-1557 or (913) 312-0697 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 also is 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 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 for the fiscal year ended June 30, 2006, and other factors detailed from time to time in our other filings with the Securities and Exchange Commission.

 



 

TRC COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended June 30,

 

Years Ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Gross revenue

 

$

114,987

 

$

99,247

 

$

441,643

 

$

396,091

 

Less subcontractor costs and other direct reimbursable charges

 

51,084

 

37,688

 

185,735

 

158,111

 

Net service revenue

 

63,903

 

61,559

 

255,908

 

237,980

 

 

 

 

 

 

 

 

 

 

 

Interest income from contractual arrangements

 

1,102

 

1,150

 

4,747

 

4,054

 

Insurance recoverables and other income

 

(773

)

146

 

4,170

 

1,053

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of services

 

60,634

 

61,867

 

231,025

 

228,556

 

General and administrative expenses

 

6,711

 

7,009

 

23,969

 

24,350

 

Provision for doubtful accounts

 

(1,111

)

2,235

 

1,318

 

7,971

 

 

 

 

 

 

 

 

 

 

 

Intangible asset write-off

 

 

2,170

 

 

2,170

 

Depreciation and amortization

 

2,394

 

1,928

 

8,311

 

6,925

 

 

 

68,628

 

75,209

 

264,623

 

269,972

 

Operating income (loss)

 

(4,396

)

(12,354

)

202

 

(26,885

)

Registration penalties

 

600

 

 

600

 

 

Interest expense

 

1,074

 

929

 

4,359

 

4,545

 

Loss from continuing operations before taxes, minority interest, equity earnings (losses)

 

(6,070

)

(13,283

)

(4,757

)

(31,430

)

Federal and state income tax benefit

 

(2,010

)

(4,411

)

(1,337

)

(10,488

)

Minority interest

 

(17

)

 

(24

)

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before equity earnings (losses)

 

(4,043

)

(8,872

)

(3,396

)

(20,942

)

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

 

(214

)

19

 

(161

)

9

 

Loss from continuing operations

 

(4,257

)

(8,853

)

(3,557

)

(20,933

)

Discontinued operations, net of taxes

 

 

(3,337

)

(77

)

(2,914

)

 

 

 

 

 

 

 

 

 

 

Net loss

 

(4,257

)

(12,190

)

(3,634

)

(23,847

)

Dividends, accretion and conversion charges on preferred stock

 

 

(162

)

(2,233

)

(751

)

Net loss applicable to common shareholders

 

$

(4,257

)

$

(12,352

)

$

(5,867

)

$

(24,598

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

$

(0.23

)

$

(0.52

)

$

(0.33

)

$

(1.43

)

Discontinued operations, net of taxes

 

 

(0.22

)

 

(0.19

)

 

 

 

 

 

 

 

 

 

 

 

 

$

(0.23

)

$

(0.74

)

$

(0.33

)

$

(1.62

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

18,235

 

16,705

 

17,563

 

15,168

 

 



 

TRC COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

430

 

$

3,093

 

Accounts receivable, less allowances for doubtful accounts

 

132,879

 

120,829

 

Insurance recoverable - environmental remediation

 

6,381

 

3,546

 

Deferred income tax assets

 

13,894

 

15,261

 

Income taxes refundable

 

587

 

5,429

 

Restricted investment

 

20,830

 

33,230

 

Prepaid expenses and other current assets

 

11,911

 

8,049

 

Total current assets

 

186,912

 

189,437

 

Property and equipment

 

57,569

 

54,063

 

Less accumulated depreciation and amortization

 

36,126

 

35,105

 

 

 

21,443

 

18,958

 

Goodwill

 

130,935

 

126,325

 

Investments in and advances to unconsolidated affiliates and construction joint ventures

 

5,245

 

4,315

 

Long-term restricted investment

 

72,651

 

78,856

 

Long-term prepaid insurance

 

54,395

 

56,612

 

Assets held for sale

 

 

458

 

Other assets

 

14,401

 

10,442

 

Total assets

 

$

485,982

 

$

485,403

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

31,618

 

$

37,608

 

Accounts payable

 

54,976

 

41,450

 

Accrued compensation and benefits

 

22,134

 

20,930

 

Deferred revenue

 

31,494

 

39,726

 

Environmental remediation liability

 

4,629

 

2,504

 

Other accrued liabilities

 

24,007

 

22,214

 

Total current liabilities

 

168,858

 

164,432

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, net of current portion

 

11,052

 

2,845

 

Deferred income tax liabilities

 

1,519

 

4,689

 

Long-term deferred revenue

 

134,901

 

143,979

 

Long-term environmental remediation liability

 

7,861

 

9,302

 

Minority interest in subsidiary

 

62

 

 

Total liabilities

 

324,253

 

325,247

 

 

 

 

 

 

 

Convertible redeemable preferred stock

 

 

15,000

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Total shareholders’ equity

 

161,729

 

145,156

 

Total liabilities and shareholders’ equity

 

$

485,982

 

$

485,403