TRC COMPANIES INC /DE/ - 10-Q Quarterly Report

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 December 31, 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)

Delaware		06-0853807
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5 Waterside Crossing
Windsor, Connecticut		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

On February 11, 2005 there were 14,208,747 shares of the registrant’s common stock, $.10 par value, outstanding.

PART I: FINANCIAL INFORMATION

TRC COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
(in thousands, except per share data)	2004			2003			2004				2003

Gross revenue	$	95,760		$	97,282		$	185,417			$	187,601
Less subcontractor costs and direct charges	37,128			36,990			66,444				70,743
Net service revenue	58,632			60,292			118,973				116,858

Operating costs and expenses:
Cost of services	49,725			50,078			99,927				97,536
General and administrative expenses	2,686			2,164			4,951				4,447
Depreciation and amortization	1,519			1,434			2,972				2,860
	53,930			53,676			107,850				104,843
Income from operations	4,702			6,616			11,123				12,015
Interest expense	470			365			893				739
Income before taxes	4,232			6,251			10,230				11,276
Federal and state income tax provision	1,735			2,563			4,194				4,573
Income before accounting change	2,497			3,688			6,036				6,703
Cumulative effect of accounting change, net of income taxes of $409	—			—			(589			)	—
Net income	2,497			3,688			5,447				6,703
Dividends and accretion charges on preferred stock	178			204			401				371
Net income available to common shareholders	$		2,319	$		3,484	$		5,046		$	6,332

Basic earnings per common share:
Before accounting change	$		0.17	$		0.26	$		0.40		$	0.47
Cumulative effect of accounting change	—			—			(0.04			)	—
	$		0.17	$		0.26	$		0.36		$	0.47

Diluted earnings per common share:
Before accounting change	$		0.16	$		0.24	$		0.38		$	0.44
Cumulative effect of accounting change	—			—			(0.04			)	—
	$		0.16	$		0.24	$		0.34		$	0.44

PART I - Financial Information

Item 1.	Condensed Consolidated Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income for the three and six months ended December 31, 2004 and 2003

	Condensed Consolidated Balance Sheets at December 31, 2004 and June 30, 2004

	Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2004 and 2003

	Notes to Condensed Consolidated Financial Statements

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures about Market Risk

Item 4.	Controls and Procedures

PART II - Other Information

Item 1.	Legal Proceedings

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Item 4.	Submission of Matters to a Vote of Security Holders

Item 6.	Exhibits and Reports on Form 8-K

Signature

Certifications