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 September 30, 2004
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)
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Delaware |
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06-0853807 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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5 Waterside Crossing |
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06095 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (860) 298-9692 |
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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
On November 4, 2004 there were 13,958,369 shares of the registrant’s common stock, $.10 par value, outstanding.
TRC COMPANIES, INC.
CONTENTS OF QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2004
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Item 1. |
Condensed Consolidated Financial Statements (Unaudited) |
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Condensed Consolidated Statements of Income for the three months ended September 30, 2004 and 2003 |
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Condensed Consolidated Balance Sheets at September 30, 2004 and June 30, 2004 |
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5 |
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6 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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21 |
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21 |
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22 |
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22 |
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24 |
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Certifications |
26 |
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2
TRC COMPANIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Three Months Ended |
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(in thousands, except per share data) |
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2004 |
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2003 |
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Gross revenue |
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$ |
89,657 |
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$ |
90,319 |
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Less subcontractor costs and direct charges |
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29,316 |
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33,753 |
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Net service revenue |
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60,341 |
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56,566 |
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Operating costs and expenses: |
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Cost of services |
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50,202 |
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47,458 |
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General and administrative expenses |
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2,265 |
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2,283 |
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Depreciation and amortization |
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1,453 |
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1,426 |
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53,920 |
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51,167 |
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Income from operations |
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6,421 |
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5,399 |
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Interest expense |
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423 |
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374 |
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Income before taxes |
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5,998 |
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5,025 |
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Federal and state income tax provision |
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2,459 |
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2,010 |
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Income before accounting change |
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3,539 |
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3,015 |
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Cumulative effect of accounting change, net of income taxes of $409 |
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(589 |
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Net income |
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2,950 |
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3,015 |
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Dividends and accretion charges on preferred stock |
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223 |
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167 |
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Net income available to common shareholders |
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$ |
2,727 |
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$ |
2,848 |
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Basic earnings per common share: |
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Before accounting change |
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$ |
0.24 |
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$ |
0.21 |
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Cumulative effect of accounting change |
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(0.04 |
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$ |
0.20 |
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$ |
0.21 |
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Diluted earnings per common share: |
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Before accounting change |
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$ |
0.23 |
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$ |
0.20 |
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Cumulative effect of accounting change |
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(0.04 |
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$ |
0.19 |
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$ |
0.20 |
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Average shares outstanding: |
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Basic |
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13,907 |
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13,500 |
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Diluted |
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14,639 |
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15,360 |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
3
TRC COMPANIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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(in thousands, except share data) |
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September 30, |
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June 30, |
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ASSETS |
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Current assets: |
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Cash |
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$ |
2,215 |
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$ |
3,468 |
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Accounts receivable, less allowances for doubtful accounts (Note 9) |
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122,017 |
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116,704 |
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Insurance recoverable - environmental remediation (Note 14) |
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1,663 |
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1,647 |
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Deferred income tax benefits |
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745 |
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312 |
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Income taxes refundable |
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656 |
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Prepaid expenses and other current assets |
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2,283 |
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2,130 |
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128,923 |
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124,917 |
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Property and equipment, at cost |
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45,742 |
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44,612 |
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Less accumulated depreciation and amortization |
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28,790 |
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27,569 |
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16,952 |
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17,043 |
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Goodwill (Note 7) |
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113,914 |
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111,829 |
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Investments in and advances to unconsolidated affiliates and construction joint ventures |
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6,501 |
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7,030 |
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Long-term insurance receivable (Note 9) |
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5,543 |
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2,879 |
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Long-term insurance recoverable - environmental remediation (Note 14) |
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12,991 |
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13,358 |
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Other assets (Note 7) |
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6,836 |
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5,961 |
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