UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|
|
|
|
|
For the quarterly period ended March 31, 2003 |
|
|
|
|
|
OR |
|
|
|
|
|
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|
|
|
|
|
For the transition period from to |
|
|
|
|
|
Commission file number 1-9947 |
|
TRC COMPANIES, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
06-0853807 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
5 Waterside Crossing |
|
06095 |
|
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
|
|
Registrant’s telephone number, including area code: (860) 298-9692 |
||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YES ý NO o
On May 14, 2003 there were 13,395,174 shares of the registrant’s common stock, $.10 par value, outstanding.
TRC COMPANIES, INC.
Contents of Quarterly Report on Form 10-Q
Quarter Ended March 31, 2003
|
|
|
|
||
|
|
Item 1. |
Condensed Consolidated Financial Statements (Unaudited) |
||
|
|
|
|
||
|
|
|
|||
|
|
|
|
||
|
|
|
Condensed Consolidated Balance Sheets at March 31, 2003 and June 30, 2002 |
||
|
|
|
|
||
|
|
|
Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2003 and 2002 |
||
|
|
|
|
||
|
|
|
|||
|
|
|
|
||
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|||
|
|
|
|
||
|
|
||||
|
|
|
|
||
|
|
||||
|
|
|
|
||
|
|
|
|
||
|
|
||||
|
|
|
|
||
|
|
|
|
||
2
TRC Companies, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
|
|
|
Three
Months Ended |
|
Nine
Months Ended |
|
||||||||
|
(in thousands, except per share amounts) |
|
2003 |
|
2002 |
|
2003 |
|
2002 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Gross revenue |
|
$ |
74,275 |
|
$ |
72,193 |
|
$ |
233,197 |
|
$ |
195,283 |
|
|
Less subcontractor costs and direct charges |
|
21,878 |
|
23,333 |
|
74,631 |
|
65,293 |
|
||||
|
Net service revenue |
|
52,397 |
|
48,860 |
|
158,566 |
|
129,990 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Cost of services |
|
46,688 |
|
39,743 |
|
134,742 |
|
106,224 |
|
||||
|
General and administrative expenses |
|
1,710 |
|
1,320 |
|
4,856 |
|
3,723 |
|
||||
|
Depreciation and amortization |
|
1,339 |
|
833 |
|
3,601 |
|
2,259 |
|
||||
|
|
|
49,737 |
|
41,896 |
|
143,199 |
|
112,206 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Income from operations |
|
2,660 |
|
6,964 |
|
15,367 |
|
17,784 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest expense |
|
386 |
|
263 |
|
967 |
|
880 |
|
||||
|
Income before taxes |
|
2,274 |
|
6,701 |
|
14,400 |
|
16,904 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Federal and state income tax provision |
|
887 |
|
2,563 |
|
5,616 |
|
6,466 |
|
||||
|
Net income |
|
1,387 |
|
4,138 |
|
8,784 |
|
10,438 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Dividends and accretion charges on preferred stock |
|
174 |
|
178 |
|
552 |
|
203 |
|
||||
|
Net income available to common shareholders |
|
$ |
1,213 |
|
$ |
3,960 |
|
$ |
8,232 |
|
$ |
10,235 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
$ |
0.09 |
|
$ |
0.32 |
|
$ |
0.63 |
|
$ |
0.86 |
|
|
Diluted |
|
0.09 |
|
0.29 |
|
0.60 |
|
0.78 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Average shares outstanding: |
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
13,295 |
|
12,320 |
|
12,987 |
|
11,866 |
|
||||
|
Diluted |
|
14,096 |
|
14,086 |
|
13,827 |
|
13,364 |
|
||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
TRC Companies, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
|
(in thousands, except share data) |
|
March 31, |
|
June 30, |
|
||
|
ASSETS |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash |
|
$ |
3,679 |
|
$ |
1,615 |
|
|
Accounts receivable, less allowance for doubtful accounts (note 7) |
|
98,906 |
|
90,895 |
|
||
|
Insurance recoverable - environmental remediation (note 4) |
|
325 |
|
478 |
|
||
|
Deferred income tax benefits |
|
3,372 |
|
2,630 |
|
||
|
Prepaid expenses and other current assets |
|
3,376 |
|
2,100 |
|
||
|
|
|
109,658 |
|
97,718 |
|
||
|
Property and equipment, at cost |
|
41,535 |
|
36,500 |
|
||
|
Less accumulated depreciation and amortization |
|
23,811 |
|
21,938 |
|
||
|
|
|
17,724 |
|
14,562 |
|
||
|
Goodwill |
|
||||||