TRC COMPANIES INC /DE/ - FORM 8-K - EX-99.1 - September 8, 2011

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8-K - 8-K - TRC COMPANIES INC /DE/trcform8-kq4f11.htm
Exhibit 99.1

Investor Contact:
 
Company Contact:
Sharon Merrill Associates
Thomas W. Bennet, Jr., CFO
(617) 542-5300
(978) 970-5600
trr@investorrelations.com
tbennet@trcsolutions.com

TRC Announces Fourth-Quarter and Fiscal Year 2011 Financial Results

Company Concludes Fiscal 2011 with Fourth-Quarter Net Service Revenue Growth of 9%;
Full Year Fiscal 2011 Net Service Revenue Increased 7%

Lowell, MA, September 8, 2011 - TRC Companies, Inc. (NYSE: TRR), a recognized leader in engineering, consulting and construction management services to the energy, environmental and infrastructure markets, today announced financial results for the fiscal three months and year ended June 30, 2011.

Financial Highlights
 
Three Months Ended
 
Year Ended
 
June 30,
 
June 30,
 
June 30,
 
June 30,
(In millions, except per share data)
2011
 
2010
 
2011
 
2010
 
 
 
 
 
 
 
 
Net service revenue(1)
$
70.3

 
$
64.3

 
$
245.9

 
$
230.1

Goodwill and intangible asset impairments
$
—

 
$
20.2

 
$
—

 
$
20.2

Depreciation and amortization
$
1.2

 
$
3.0

 
$
4.7

 
$
8.0

Arena Towers litigation reserve(2)
$
17.3

 
$
1.1

 
$
17.3

 
$
1.1

Operating loss
$
(15.0
)
 
$
(19.8
)
 
$
(7.6
)
 
$
(21.5
)
Federal and state income tax (provision) benefit
$
(0.4
)
 
$
(0.6
)
 
$
(1.1
)
 
$
4.2

Accretion charges on preferred stock
$
—

 
$
(2.6
)
 
$
(7.3
)
 
$
(6.4
)
Net loss applicable to TRC Companies, Inc.'s common shareholders
$
(15.5
)
 
$
(23.2
)
 
$
(16.6
)
 
$
(22.9
)
Diluted loss per common share
$
(0.57
)
 
$
(1.18
)
 
$
(0.69
)
 
$
(1.17
)
Diluted weighted-average common shares outstanding
27,284

 
19,619

 
24,107

 
19,548


(1)The Company believes net service revenue, rather than gross revenue, best reflects the value of services provided to its customers and is the most meaningful indicator of TRC's revenue performance.
(2)The Company recorded litigation reserves of $17.3 million and $1.1 million during the fourth quarter of 2011 and 2010, respectively, related to the Arena Towers litigation matter.

Comments on the Results
“Despite challenging market conditions, TRC concluded fiscal 2011 with solid fourth-quarter operating performance,” said Chairman and Chief Executive Officer Chris Vincze. “Our financial results for the

TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995

quarter were highlighted by 9% growth in net service revenue (NSR), driven primarily by our Energy segment. For the full year, our NSR increased by 7% as we focused our growth initiatives in the energy sector of the economy.”

“Our bottom line for the fourth quarter was affected by the $17.3 million additional reserve recorded for the adverse jury verdict in the four-year ongoing litigation with a former landlord in Houston, TX. We believe the verdict is incorrect for a number of reasons. We have filed a post-trial motion to disregard a substantial portion of it and will also pursue appellate measures. We are now substantially reserved for this matter, and any payment of damages would be at the end of the appeals process, which could take up to several years. Excluding the impact of the verdict, we would have reported positive operating and net income for the quarter. From a margin perspective, excluding the litigation reserve, we continued to see improved operating results in the quarter. As a percentage of NSR, our cost of services improved to 78.4% in the fourth quarter from 81.4% during the same period of fiscal 2010 reflecting an efficient expense structure. Our G&A costs, which decreased 2% in the quarter, also reflected a cost control mindset and finished the full year up only 1% compared to fiscal 2010. Overall, TRC's fundamentals continue to improve on all fronts.”

“In the fourth quarter, Energy continued to be our fastest growing and most profitable segment. We increased NSR by 29% and operating profit by 50% in the quarter within this segment, and 20% and 84%, respectively, for the full year, as demand for our services continued to generate significant new contract opportunities. The Environmental segment increased NSR by 3% in the quarter and 7% for the full year as demand for services improved overall despite weakness in the permitting and air quality markets we serve. Profit for the Environmental segment declined 43% in the quarter and 2% for the full year primarily as the net result of actions taken in the quarter to resolve issues on several legacy Exit Strategy® projects. NSR for our Infrastructure segment was up 3% in the quarter but down 9% for the full year as uncertainties in federal policy and funding continue to constrain growth. However, on a year-over-year basis our profitability in this segment more than doubled in the quarter and was up 28% for the full year as we continued to shed lower margin work and focused on execution of higher-margin projects.”

Business Outlook
“In fiscal 2011, we successfully initiated the first stages of our two-pronged - organic and acquisition - profitable growth strategy. During the last half of the fiscal year, we executed two strategic acquisitions and recently announced a third. Our net service revenue backlog of $230 million held steady compared to the immediately prior quarter and was up by 3% over the prior fiscal year primarily due to the backlog received from the RMT acquisition. Within our Infrastructure segment backlog remains strong. We also

TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995

see additional opportunities for growth related to the pending legislation for a new transportation bill, and we could potentially benefit from the creation of a national infrastructure bank, which is under consideration in Washington.”

“We believe the long-term outlook remains positive, and we expect our top-line growth to continue into fiscal 2012. In the near term, we are anticipating a highly competitive market environment and ongoing macroeconomic uncertainty. However, capital spending commitments are improving, particularly in markets served by both our Energy and Environmental segments.”

“We enter fiscal 2012 with a leveragable business model that positions us well for margin improvement and growth. We have minimal long-term debt and a healthy balance sheet, which provides us with the financial flexibility to execute our comprehensive profitable growth strategy. We are confident that our unique blend of specialized services, well-established reputation for quality and outstanding team of talented professionals will continue to differentiate TRC in the markets we serve. The three recent acquisitions have expanded and diversified our geographic reach, added new skills to our technical services portfolio, and further strengthened the overall resources available to our clients.”

Conference Call Information
The Company will broadcast its fourth-quarter fiscal 2011 financial results conference call today, at 9 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) 709-8155 or (201) 689-8881 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 for one year.


About TRC
A pioneer in groundbreaking scientific and engineering developments since the 1960s, TRC is a national engineering, consulting and construction management firm that provides integrated services to the energy, environmental and infrastructure markets. TRC serves a broad range of clients in government and industry, implementing complex projects from initial concept to delivery and operation. TRC delivers results that enable clients to achieve success in a complex and changing world. For more information, visit TRC's website at http://www.trcsolutions.com.

TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995

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 TRC's future expectations, contain projections of the Company's future results of operations or of its financial condition, or state other "forward-looking" information. TRC believes that it is important to communicate its future expectations to its investors. However, there may be events in the future that the Company is not able to accurately predict or control and that may cause its actual results to differ materially from the expectations described in its 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; circumstances which could create large cash outflows, such as contract losses, litigation, uncollectible receivables and income tax assessments, including potential payments related to TRC's ongoing IRS audit and Houston lease litigation, if not resolved successfully; regulatory uncertainty; the availability of funding for government projects; the level of demand for TRC's services; product acceptance; industry-wide competitive factors; the ability to continue to attract and retain highly skilled and qualified personnel; and general political or economic conditions. Furthermore, market trends are subject to changes, which could adversely affect future results. See additional discussion in TRC's Annual Report on Form 10-K for the fiscal year ended June 30, 2011, Quarterly Reports on Form 10-Q, and other factors detailed from time to time in the Company's other filings with the Securities and Exchange Commission.

TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995


TRC Companies, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)

 
 
 
Three Months Ended
 
Year Ended
 
 
 
June 30,
 
June 30,
 
June 30,
 
June 30,
 
 
 
2011
 
2010
 
2011
 
2010
 
 
 
 
 
 
 
 
 
 
Gross revenue
 
$
94,029

 
$
83,853

 
$
333,209

 
$
330,575

 
Less subcontractor costs and other direct reimbursable charges
 
23,779

 
19,531

 
87,298

 
100,476

Net service revenue
 
70,250

 
64,322

 
245,911

 
230,099

 
 
 
 
 
 
 
 
 
 
Interest income from contractual arrangements
 
103

 
121

 
411

 
596

Insurance recoverables and other income
 
(4,875
)
 
(81
)
 
(1,573
)
 
8,844

 
 
 
 
 
 
 
 
 
 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of services (exclusive of costs shown separately below)
 
55,064

 
52,358

 
202,265

 
203,221

 
General and administrative expenses
 
6,723

 
6,852

 
26,286

 
26,028

 
Provision for doubtful accounts
 
141

 
634

 
1,763

 
2,344

 
Depreciation and amortization
 
1,243

 
3,002

 
4,729

 
8,049

 
Goodwill and intangible asset impairments
 
—

 
20,249

 
—

 
20,249

 
Arena Towers litigation reserve
 
17,278

 
1,100

 
17,278

 
1,100

Total operating costs and expenses
 
80,449

 
84,195

 
252,321

 
260,991

Operating loss
 
(14,971
)
 
(19,833
)
 
(7,572
)
 
(21,452
)
Interest expense
 
(173
)
 
(235
)
 
(761
)
 
(1,003
)
Gain on extinguishment of debt
 
—

 
—

 
—

 
1,716

Loss from operations before taxes and equity in earnings (losses)
 
(15,144
)
 
(20,068
)
 
(8,333
)
 
(20,739
)
Federal and state income tax (provision) benefit
 
(425
)
 
(608
)
 
(1,127
)
 
4,210

Loss from operations before equity in earnings (losses)
 
(15,569
)
 
(20,676
)
 
(9,460
)
 
(16,529
)
Equity in earnings (losses) from unconsolidated affiliates, net of taxes
 
20

 
21

 
30

 
(45
)
Net loss
 
(15,549
)
 
(20,655
)
 
(9,430
)
 
(16,574
)
Net loss applicable to noncontrolling interest
 
19

 
33

 
58

 
125

Net loss applicable to TRC Companies, Inc.
 
(15,530
)
 
(20,622
)
 
(9,372
)
 
(16,449
)
Accretion charges on preferred stock
 
—

 
(2,600
)
 
(7,261
)
 
(6,431
)
Net loss applicable to TRC Companies, Inc.'s common shareholders
 
$
(15,530
)
 
$
(23,222
)
 
$
(16,633
)
 
$
(22,880
)
 
 
 
 
 
 
 
 
 
 
Basic and diluted loss per common share
 
$
(0.57
)
 
$
(1.18
)
 
$
(0.69
)
 
$
(1.17
)
 
 
 
 
 
 
 
 
 
 
Basic and diluted weighted-average common shares outstanding
 
27,284

 
19,619

 
24,107

 
19,548



TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995

TRC Companies, Inc.
Consolidated Balance Sheets
(in thousands, except share data)
(Unaudited)
 
June 30,
2011
 
June 30,
2010
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
10,829

 
$
14,709

Accounts receivable, less allowance for doubtful accounts
89,258

 
87,104

Insurance recoverable - environmental remediation
30,827

 
35,664

Restricted investments
12,413

 
14,744

Prepaid expenses and other current assets
9,878

 
9,123

Income taxes refundable
209

 
388

Total current assets
153,414

 
161,732

Property and equipment:
 
 
 
Land and building
480

 
480

Equipment, furniture and fixtures
43,093

 
41,946

Leasehold improvements
4,902

 
4,861

 
48,475

 
47,287

Less accumulated depreciation and amortization
(36,825
)
 
(35,535
)
Property and equipment, net
11,650

 
11,752

Goodwill
20,886

 
14,870

Investments in and advances to unconsolidated affiliates and construction joint ventures
111

 
117

Long-term restricted investments
38,753

 
46,426

Long-term prepaid insurance
37,410

 
44,529

Other assets
13,836

 
8,369

Total assets
$
276,060

 
$
287,795

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
3,139

 
$
3,629

Accounts payable
26,510

 
35,871

Accrued compensation and benefits
28,252

 
22,393

Deferred revenue
22,709

 
26,486

Environmental remediation liabilities
505

 
623

Other accrued liabilities
59,718

 
43,781

Total current liabilities
140,833

 
132,783

Non-current liabilities:
 
 
 
Long-term debt, net of current portion
6,037

 
5,815

Income taxes payable
4,912

 
4,149

Deferred revenue
88,865

 
102,452

Environmental remediation liabilities
5,741

 
6,404

Total liabilities
246,388

 
251,603

Preferred stock, $.10 par value; 500,000 shares authorized, 7,209 shares issued and outstanding as convertible, liquidation preference value of $22,277 as of June 30, 2010
—

 
8,239

Commitments and contingencies
 
 
 
Equity:
 
 
 
Common stock, $.10 par value; 40,000,000 shares authorized, 27,303,774 and 27,300,292 shares issued and outstanding, respectively, at June 30, 2011, and 19,637,535 and 19,634,053 shares issued and outstanding, respectively, at June 30, 2010
2,730

 
1,964

Additional paid-in capital
173,984

 
163,897

Accumulated deficit
(147,255
)
 
(137,883
)
Accumulated other comprehensive income
429

 
133

Treasury stock, at cost
(33
)
 
(33
)
Total shareholders' equity applicable to TRC Companies, Inc.
29,855

 
28,078

Noncontrolling interest
(183
)
 
(125
)
Total equity
29,672

 
27,953

Total liabilities and equity
$
276,060

 
$
287,795

 
 
 
 


TRC
650 Suffolk Street • Lowell, Massachusetts 01854
Telephone 978-970-5600 • Fax 978-453-1995

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