EX-99.1 3 a08-10522_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 FIRST- AND SECOND-QUARTER FISCAL 2008 FINANCIAL RESULTS

 

Company Reaches Mid-point of Turnaround Plan; Announces Two Major Non-Cash Charges; Increases Net Service Revenue by 7.5%

 

Lowell, MA, April 10, 2008 - TRC (NYSE: TRR), a recognized leader in engineering, consulting and construction management, today announced financial results for the first and second quarters of fiscal 2008.

 

First-Quarter Results

 

For the three months ended September 28, 2007, gross revenue increased 21% to $123.7 million from $101.8 million for the three months ended September 30, 2006.  Net service revenue for the first quarter of fiscal 2008 grew 13% to $71.3 million from $63.1 million for the first quarter of fiscal 2007.  The Company believes net service revenue rather than gross revenue best reflects the value of services provided to its customers.

 

As of June 30, 2007, TRC’s goodwill totaled $131 million, mostly related to companies acquired during the prior ten years.  The Company evaluates goodwill on an annual basis and more often if indicators of impairment are present.  The Company recorded an impairment charge of $76.7 million in the first quarter of fiscal 2008 primarily based on an evaluation of its market capitalization and discounted projected cash flows.  In addition, due to losses over the past three years and current year performance, TRC also recorded as a component of its tax provision a full valuation allowance against its deferred tax assets in the amount of $12.1 million.   Accordingly, the Company’s results for the first half of fiscal 2008 reflect the effect of the $88.8 million in non-cash charges related to the goodwill impairment charge and valuation allowance on deferred tax assets that were not previously reserved.

 

Net loss applicable to common shareholders for the three months ended September 28, 2007 was $87.7 million, or $4.75 per share, compared with net income applicable to common shareholders of $0.2 million, or $0.01 per diluted share, for the comparable period in fiscal 2007.  Net loss for the first quarter of fiscal 2008 includes the aforementioned $88.8 million in non-cash charges for goodwill impairment and provision of a full valuation allowance against net deferred tax assets.  Excluding the effect of those items, TRC would have generated net income of $1.1 million for the first quarter of fiscal 2008.

 

TRC

650 Suffolk Street  •  Lowell, Massachusetts 01854

Telephone 978-970-5600   •  Fax 978-453-1995

 

 



 

Second-Quarter Results

 

For the three months ended December 28, 2007, gross revenue was $110.9 million, compared with $113.4 million for the second quarter of fiscal 2007.  Net service revenue for the second quarter of fiscal 2008 grew 2% to $66.3 million from $64.9 million for the same period in fiscal 2007.

 

Net loss applicable to common shareholders for the three months ended December 28, 2007 was $0.4 million, or $0.02 per share, compared with a net loss applicable to common shareholders of $1.1 million, or $0.06 per share, for the comparable period a year earlier.

 

Six Months Ended December 28, 2007

 

For the six months ended December 28, 2007, gross revenue increased 9% to $234.6 million from $215.2 million for the six months ended December 31, 2006.  Net service revenue for the six months ended December 28, 2007 grew 7.5% to $137.6 million from $128.0 million for the comparable period in 2006.

 

Net loss applicable to common shareholders for the first six months of fiscal 2008 was $88.1 million, or $4.74 per share, compared with a net loss applicable to common shareholders of $0.9 million, or $0.05 per share, for the comparable year-earlier period.  Net loss for the first six months of fiscal 2008 included $88.8 million related to the previously mentioned goodwill impairment charge and a tax provision to provide a full valuation allowance against net deferred tax assets.  Excluding the effect of those non-cash charges, TRC would have generated net income of $0.7 million for the first six months of fiscal 2008.

 

Comments on Results

 

“Our results in the first half of fiscal 2008 reflect the ongoing effects of a company in transition,” said Chris Vincze, TRC’s Chairman and Chief Executive Officer.  “While we continue to make considerable progress, our financial results were hampered by the implementation of turnaround activities and compounded by a company-wide system conversion.  Excluding the two non-cash charges, TRC’s operations were at breakeven for the first half of fiscal 2008.”

 

 



 

“Net service revenue increased 7.5% from the first half of fiscal 2007 — a strong rate of growth given our internal focus on improving the results of operations,” Vincze said.  “Equally as important, we continued to work on reducing our cost structure across the organization.  Our ability to produce substantial revenue gains while extensively restructuring the Company’s operations demonstrates the strength of the TRC brand and the vibrancy of the markets in which we compete.”

 

Carl Paschetag, TRC’s Chief Financial Officer said, “In the first half of fiscal 2008, we incurred approximately $1 million in restructuring expense primarily related to severance and small office closings.  We expect to record additional restructuring charges in future quarters as we continue to rationalize our cost structure.  During the first half of fiscal 2008, we transitioned to a new healthcare provider.  This transition will be beneficial to the Company long-term, but it resulted in nearly $1.5 million in unanticipated costs for the six-month period that are not expected to recur.  In addition, our results for the first six months of the fiscal year included nearly $1 million in unanticipated costs related to implementing Vision — our new enterprise-wide accounting software system — that we also do not expect to recur.”

 

“With Vision, the Company now has, for the first time, a unified platform from which to operate,” Paschetag said.  “While the protracted Vision implementation significantly delayed our financial reporting in recent quarters, the system’s encouraging early results suggest that our start-up issues are essentially behind us.  With the Vision system almost fully implemented, we will be able to report on a timelier basis, further decrease our cost structure, improve pricing and increase employee utilization.”

 

Outlook

 

“As we reach the mid-point of our three-year turnaround plan, industry trends continue to work in our favor,” said Vincze.  “Despite the slower U.S. economy, the majority of our target markets, particularly energy, remain well-funded and afford us numerous opportunities.  During recent months, it has been encouraging that TRC has won major contracts across several business lines.  We continue to expand our team of top-quality engineers to accommodate demand.”

 

“While the third quarter is typically our weakest due to seasonality, our backlog remains strong,” Vincze said.  “We also will continue working aggressively to achieve further reductions in our cost structure.  Our goal for fiscal 2008 is to permanently eliminate costs totaling $7 million on an annualized basis.  We appreciate the continued patience and support of our shareholders as we move toward completion of TRC’s turnaround in fiscal 2009.”

 

 



 

Reporting Schedule

 

The Company changed to a fiscal quarter end from a calendar quarter end financial reporting schedule beginning with the fiscal period ended September 28, 2007.  The Company is changing its financial quarter end to the last Friday of each quarter. The Company will continue to close its fiscal year end on June 30. The Company believes that reporting on a quarterly fiscal period basis is more consistent with its operating cycle and will improve the efficiency of the financial close process. The Company believes that the change to a fiscal quarter end did not materially impact the reported results of operations.

 

Conference Call Information

 

The Company will broadcast its first-quarter and second-quarter 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 (877) 407-5790 or (201) 689-8328 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; 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, 2007, 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

 

 

 

September 28,
2007

 

September 30,
2006

 

Gross revenue

 

$

123,654

 

$

101,794

 

Less subcontractor costs and other direct reimbursable charges

 

52,331

 

38,741

 

Net service revenue

 

71,323

 

63,053

 

 

 

 

 

 

 

Interest income from contractual arrangements

 

1,071

 

1,201

 

Insurance recoverables and other income

 

1,528

 

4,745

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

Cost of services

 

59,921

 

57,274

 

General and administrative expenses

 

8,821

 

6,892

 

Provision for doubtful accounts

 

810

 

885

 

Goodwill impairment charge

 

76,678

 

 

Depreciation and amortization

 

2,102

 

1,999

 

 

 

148,332

 

67,050

 

Operating (loss) income

 

(74,410

)

1,949

 

Interest expense

 

1,023

 

1,133

 

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

 

(75,433

)

816

 

Federal and state income tax provision

 

12,237

 

414

 

Minority interest

 

27

 

 

(Loss) income from continuing operations before equity (losses) earnings

 

(87,643

)

402

 

Equity in (losses) earnings from unconsolidated affiliates

 

(12

)

19

 

(Loss) income from continuing operations

 

(87,655

)

421

 

Discontinued operations, net of taxes

 

 

(77

)

Net (loss) income

 

(87,655

)

344

 

Dividends and accretion charges on preferred stock

 

 

147

 

Net (loss) income applicable to common shareholders

 

$

(87,655

)

$

197

 

 

 

 

 

 

 

Basic and diluted (loss) earnings per common share:

 

 

 

 

 

Continuing operations

 

$

(4.75

)

$

0.02

 

Discontinued operations, net of taxes

 

 

(0.01

)

 

 

$

(4.75

)

$

0.01

 

Average shares outstanding:

 

 

 

 

 

Basic

 

18,447

 

16,729

 

Diluted

 

18,447

 

17,194

 

 

 



 

TRC COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(Unaudited)

 

 

 

September 28,
2007

 

June 30,
2007

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

239

 

$

430

 

Accounts receivable, less allowances for doubtful accounts

 

149,149

 

132,879

 

Insurance recoverable - environmental remediation

 

7,843

 

6,381

 

Deferred income tax assets

 

 

13,894

 

Income taxes refundable

 

548

 

587

 

Restricted investment

 

19,706

 

20,830

 

Prepaid expenses and other current assets

 

8,687

 

11,911

 

Total current assets

 

186,172

 

186,912

 

 

 

 

 

 

 

Property and equipment, at cost

 

57,672

 

57,569

 

Less accumulated depreciation and amortization

 

36,918

 

36,126

 

 

 

20,754

 

21,443

 

Goodwill

 

54,265

 

130,935

 

Investments in and advances to unconsolidated affiliates and construction joint ventures

 

1,423

 

5,245

 

Long-term restricted investment

 

67,762

 

72,651

 

Long-term prepaid insurance

 

53,567

 

54,395

 

Other assets

 

14,601

 

14,401

 

Total assets

 

$

398,544

 

$

485,982

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

30,669

 

$

31,618

 

Accounts payable

 

65,821

 

54,976

 

Accrued compensation and benefits

 

24,174

 

22,134

 

Deferred revenue

 

26,585

 

31,494

 

Environmental remediation liabilities

 

3,402

 

4,629

 

Other accrued liabilities

 

22,075

 

24,007

 

Total current liabilities

 

172,726

 

168,858

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, net of current portion

 

11,450

 

11,052

 

Long-term income taxes payable

 

698

 

 

Deferred income tax liabilities

 

 

1,519

 

Long-term deferred revenue

 

129,016

 

134,901

 

Long-term environmental remediation liabilities

 

8,186

 

7,861

 

Total liabilities

 

322,076

 

324,191

 

 

 

 

 

 

 

Minority interest in subsidiary

 

35

 

62

 

Commitments and contingencies

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Capital stock:

 

 

 

 

 

Preferred, $.10 par value; 500,000 shares authorized, no shares issued and outstanding

 

 

 

Common, $.10 par value; 30,000,000 shares authorized, 18,676,535 and 18,673,053 shares issued and outstanding, respectively, at September 30, 2007, and 18,240,509 and 18,237,027 shares issued and outstanding, respectively, at June 30, 2007

 

1,868

 

1,824

 

Additional paid-in capital

 

150,402

 

147,229

 

(Accumulated deficit) retained earnings

 

(76,032

)

12,453

 

Accumulated other comprehensive income

 

228

 

256

 

Treasury stock, at cost

 

(33

)

(33

)

Total shareholders’ equity

 

76,433

 

161,729

 

Total liabilities and shareholders’ equity

 

$

398,544

 

$

485,982

 

 

 



 

TRC COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 28,
2007

 

December 31,
2006

 

December 28,
2007

 

December 31,
2006

 

 

 

 

 

(As restated)

 

 

 

(As restated)

 

Gross revenue

 

$

110,932

 

$

113,412

 

$

234,586

 

$

215,206

 

Less subcontractor costs and other direct reimbursable charges

 

44,675

 

48,515

 

97,006

 

87,256

 

Net service revenue

 

66,257

 

64,897

 

137,580

 

127,950

 

 

 

 

 

 

 

 

 

 

 

Interest income from contractual arrangements

 

1,007

 

1,250

 

2,078

 

2,451

 

Insurance recoverables and other income

 

17

 

71

 

1,545

 

4,816

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of services

 

56,137

 

55,626

 

116,058

 

112,900

 

General and administrative expenses

 

7,830

 

4,624

 

16,651

 

11,516

 

Provision for doubtful accounts

 

695

 

925

 

1,505

 

1,810

 

Goodwill impairment charge

 

 

 

76,678

 

 

Depreciation and amortization

 

2,024

 

2,023

 

4,126

 

4,022

 

 

 

66,686

 

63,198

 

215,018

 

130,248

 

Operating income (loss)

 

595

 

3,020

 

(73,815

)

4,969

 

Interest expense

 

971

 

1,147

 

1,994

 

2,280

 

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

 

(376

)

1,873

 

(75,809

)

2,689

 

Federal and state income tax provision

 

101

 

947

 

12,338

 

1,361

 

Minority interest

 

30

 

 

57

 

 

(Loss) income from continuing operations before equity earnings (losses)

 

(447

)

926

 

(88,090

)

1,328

 

Equity in earnings (losses) from unconsolidated affiliates

 

 

18

 

(12

)

37

 

(Loss) income from continuing operations

 

(447

)

944

 

(88,102

)

1,365

 

Discontinued operations, net of taxes

 

 

47

 

 

(30

)

Net (loss) income

 

(447

)

991

 

(88,102

)

1,335

 

Dividends and accretion charges on preferred stock

 

 

2,086

 

 

2,233

 

Net loss applicable to common shareholders

 

$

(447

)

$

(1,095

)

$

(88,102

)

$

(898

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted (loss) earnings per common share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.02

)

$

(0.07

)

$

(4.74

)

$

(0.05

)

Discontinued operations, net of taxes

 

 

0.01

 

 

 

 

 

$

(0.02

)

$

(0.06

)

$

(4.74

)

$

(0.05

)

Average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

18,706

 

17,117

 

18,577

 

16,923

 

Diluted

 

18,706

 

17,117

 

18,577

 

16,923

 

 

 



 

TRC COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(Unaudited)

 

 

 

December 28,
2007

 

June 30,
2007

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

212

 

$

430

 

Accounts receivable, less allowances for doubtful accounts

 

136,946

 

132,879

 

Insurance recoverable - environmental remediation

 

7,779

 

6,381

 

Deferred income tax assets

 

 

13,894

 

Income taxes refundable

 

383

 

587

 

Restricted investment

 

14,654

 

20,830

 

Prepaid expenses and other current assets

 

8,069

 

11,911

 

Total current assets

 

168,043

 

186,912

 

 

 

 

 

 

 

Property and equipment, at cost

 

58,563

 

57,569

 

Less accumulated depreciation and amortization

 

38,361

 

36,126

 

 

 

20,202

 

21,443

 

Goodwill

 

54,452

 

130,935

 

Investments in and advances to unconsolidated affiliates and construction joint ventures

 

1,545

 

5,245

 

Long-term restricted investment

 

67,644

 

72,651

 

Long-term prepaid insurance

 

52,738

 

54,395

 

Other assets

 

15,032

 

14,401

 

Total assets

 

$

379,656

 

$

485,982

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

26,357

 

$

31,618

 

Accounts payable

 

60,139

 

54,976

 

Accrued compensation and benefits

 

22,211

 

22,134

 

Income taxes payable

 

 

 

Deferred revenue

 

22,648

 

31,494

 

Environmental remediation liabilities

 

1,919

 

4,629

 

Other accrued liabilities

 

18,364

 

24,007

 

Total current liabilities

 

151,638

 

168,858

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, net of current portion

 

11,414

 

11,052

 

Long-term income taxes payable

 

698

 

 

Deferred income tax liabilities

 

 

1,519

 

Long-term deferred revenue

 

130,853

 

134,901

 

Long-term environmental remediation liabilities

 

8,204

 

7,861

 

Total liabilities

 

302,807

 

324,191

 

 

 

 

 

 

 

Minority interest in subsidiary

 

5

 

62

 

Commitments and contingencies

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Capital stock:

 

 

 

 

 

Preferred, $.10 par value; 500,000 shares authorized, no shares issued and outstanding

 

 

 

Common, $.10 par value; 30,000,000 shares authorized, 18,772,957 and 18,769,475 shares issued and outstanding, respectively, at December 31, 2007, and 18,240,509 and 18,237,027 shares issued and outstanding, respectively, at June 30, 2007

 

1,877

 

1,824

 

Additional paid-in capital

 

151,271

 

147,229

 

(Accumulated deficit) retained earnings

 

(76,479

)

12,453

 

Accumulated other comprehensive income

 

208

 

256

 

Treasury stock, at cost

 

(33

)

(33

)

Total shareholders’ equity

 

76,844

 

161,729

 

Total liabilities and shareholders’ equity

 

$

379,656

 

$

485,982