Business Acquisitions, Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Mar. 25, 2016

Schedule of assets acquired and liabilities assumed

The following summarizes the estimated fair values of the Pipeline Services assets acquired and liabilities assumed at the acquisition date, as well as measurement period adjustments:



			November 30, 2015 (As Initially Reported)			Measurement Period Adjustments			November 30, 2015 (As Adjusted)
Cash and cash equivalents			$	355		$	—		$	355
Accounts receivable			26,406			620			27,026
Prepaid expenses and other current assets			7,276			(24		)	7,252
Property and equipment			3,552			—			3,552
Identifiable intangible assets:
	Customer relationships and backlog		43,500			—			43,500
	Internally developed software		1,000			—			1,000
		Total identifiable intangible assets	44,500			—			44,500
Goodwill			64,673			(1,895		)	62,778
Other non-current assets			20,683			—			20,683
Accounts payable			(2,587		)	53			(2,534		)
Accrued compensation and benefits			(7,199		)	(16		)	(7,215		)
Other accrued liabilities			(5,210		)	50			(5,160		)
Current portion of long-term debt			(6,447		)	(38		)	(6,485		)
Long-term debt, net of current portion			(18,547		)	—			(18,547		)
Non-controlling interest			$	—		$	(490	)	$	(490	)
	Net assets acquired		$	127,455		$	(1,740	)	$	125,715

Schedule of pro forma information

These unaudited pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisition occurred on July 1, 2014, nor does the information project results for any future period.



	Nine Months Ended
	March 25, 2016			March 27, 2015
Gross revenue	$	526,384		$	559,079
Net service revenue	383,374			406,712
Net (loss) income applicable to TRC Companies, Inc.	(8,368		)	6,483

Basic earnings per common share	$	(0.27	)	$	0.21
Diluted earnings per common share	$	(0.27	)	$	0.21

Schedule of acquisition and integration expenses

Acquisition and integration expenses in the accompanying condensed consolidated statements of operations were comprised of the following:



	Three Months Ended		Nine Months Ended
	March 25, 2016		March 25, 2016
Severance and personnel costs	$	914	$	1,600
Professional services and other expenses	692		2,124
Total	$	1,606	$	3,724

Schedule of goodwill

The carrying amount of goodwill for the nine months ended March 25, 2016 by operating segment are as follows:



	Gross									Gross
	Balance,		Accumulated			Balance,				Balance,		Accumulated			Balance,
	July 1,		Impairment			July 1,		Additions /		March 25,		Impairment			March 25,
Operating Segment	2015		Losses			2015		Adjustments		2016		Losses			2016
Energy	$	28,506	$	(14,506	)	$	14,000	$	—	$	28,506	$	(14,506	)	$	14,000
Environmental	40,889		(17,865		)	23,024		—		40,889		(17,865		)	23,024
Infrastructure	7,224		(7,224		)	—		—		7,224		(7,224		)	—
Pipeline Services	—		—			—		62,778		62,778		(24,465		)	38,313
	$	76,619	$	(39,595	)	$	37,024	$	62,778	$	139,397	$	(64,060	)	$	75,337

Schedule of identifiable intangible assets

Identifiable intangible assets as of March 25, 2016 and June 30, 2015 are included in other assets on the condensed consolidated balance sheets and were comprised of:



	March 25, 2016							June 30, 2015
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
Identifiable intangible assets	Amount		Amortization			Amount		Amount		Amortization			Amount
With determinable lives:
Customer relationships	$	59,218	$	(12,451	)	$	46,767	$	16,618	$	(7,740	)	$	8,878
Contract backlog	900		(300		)	600		—		—			—
Technology	1,000		(67		)	933		—		—			—
	61,118		(12,818		)	48,300		16,618		(7,740		)	8,878
With indefinite lives:
Engineering licenses	426		—			426		426		—			426
	$	61,544	$	(12,818	)	$	48,726	$	17,044	$	(7,740	)	$	9,304

Schedule of expected amortization expense

Estimated amortization expense of intangible assets for the remainder of fiscal year 2016 and succeeding fiscal years is as follows:



Fiscal Year		Amount
2016		$	2,759
2017		10,159
2018		9,182
2019		8,367
2020		7,821
2021 and Thereafter		10,012
	Total	$	48,300