EX-99.1 2 a09-5157_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Investor Contact:

Sharon Merrill Associates

(617) 542-5300

trr@investorrelations.com

 

 

Company Contact:

Thomas W. Bennet, Jr., CFO

(978) 970-5600

tbennet@trcsolutions.com

 

TRC ANNOUNCES SECOND-QUARTER FISCAL 2009
FINANCIAL RESULTS

 

Lowell, MA, February 4, 2009 - TRC Companies, Inc. (NYSE: TRR), a recognized leader in engineering, consulting, and construction management services for the energy, environmental, and infrastructure markets, today announced financial results for the fiscal second quarter ended December 26, 2008.

 

Second-Quarter Results

 

For TRC’s second quarter of fiscal 2009, gross revenue was $113.9 million compared with $110.9 million for the second quarter of fiscal 2008.  Net service revenue for the second quarter was $61.6 million compared with $66.3 million for the second quarter in the prior year.  The Company believes net service revenue, rather than gross revenue is the most relevant indicator of TRC’s revenue performance.

 

Under applicable accounting rules, TRC is required to periodically evaluate the level of goodwill and intangible assets on its balance sheet.  As a result of that analysis, the Company recorded a non-cash goodwill and intangible asset impairment charge of $21.4 million in the second quarter of fiscal 2009.  Consequently, the net loss for the fiscal second quarter 2009 was $20.4 million, or $1.06 per common share, compared with a net loss of approximately $450,000, or $0.02 per common share, for the comparable period of last year.  The net loss for the second quarter of fiscal 2009 also includes the benefit of a $1.0 million federal income tax refund and related interest due to an amendment of a prior year federal tax return.  Excluding the non-cash goodwill and intangible asset impairment charge and the income tax refund, TRC would have generated net income for the second quarter of fiscal 2009 of approximately $39,000.

 

Results for Six Month Period Ended December 26, 2008

 

For the six months ended December 26, 2008, gross revenue was $228.9 million compared with $234.6 million for the comparable period of the prior fiscal year.  Net service revenue for the period was $127.5 million compared with $137.6 million for the

 

TRC

650 Suffolk Street  ·  Lowell, Massachusetts 01854

Telephone 978-970-5600  ·  Fax 978-453-1995

 



 

same period in the prior year.

 

The net loss for the six month period was approximately $19.3 million, or $1.01 per common share, compared with a net loss of approximately $88.1 million, or $4.74 per common share, for the comparable period of last year.  The net loss for the first six months of fiscal 2009 also includes the benefit of a $1.0 million federal income tax refund and related interest as described in the second quarter results.  Excluding the non-cash goodwill and intangible asset impairment charge and the tax refund, TRC would have recorded net income for the first six months of fiscal 2009 of $1.1 million, or $0.06 per diluted common share.  The net loss for the first six months of the prior fiscal year included $88.8 million in non-cash charges for goodwill impairment and provision of a full valuation allowance against net deferred tax assets. Excluding the effect of those non-cash charges, TRC would have generated net income of $0.7 million for the first six months of fiscal 2008.

 

Comments on the Results

 

“Our second-quarter results demonstrate the significant improvements we have made in our core businesses,” said Chairman and Chief Executive Officer Chris Vincze.  “Our results also illustrate that our turnaround plan is working, even in a challenging macroeconomic environment.”

 

“Although the size of the non-cash goodwill and intangible asset impairment charge taken in the second quarter is significant, it has no impact on the Company’s operations,” said Vincze.  “The impairment charge does not affect our liquidity, bank covenants, or our ability to generate income and cash.  TRC’s business has continued to perform well, and, excluding the tax refund and non-cash impairment charge, the fiscal second quarter would have been the Company’s second consecutive profitable quarter.”

 

“We continued to see healthy demand for many of our services, particularly for energy related projects,” said Vincze.  “While economic turbulence has created some near-term uncertainty in our environmental and infrastructure markets, we remain cautiously optimistic about the overall level of activity we are experiencing.  We continue to focus our resources and expand our presence where demand for our services is highest.  Overall, our net service revenue backlog of approximately $270 million at the end of the second quarter indicates a healthy platform for generating revenue during the remainder of the

 



 

fiscal year.”

 

Business Outlook

 

“Although we anticipate a challenging economy in calendar year 2009, we believe that demand for our services will not significantly deteriorate, particularly in the energy and environmental businesses,” said Vincze.  “Our focus will continue to be on improving project performance, reducing expenses, increasing operating margins and delivering positive operating cash flow.”

 

“TRC serves attractive markets with positive medium- and long-term potential,” said Vincze.  “Despite the global economic slowdown, all of TRC’s core service capabilities are supported by highly favorable supply and demand megatrends.  Renewable energy, transmission reliability, and energy efficiency all represent areas of significant opportunity for TRC.  In the environmental space, we expect that an increased regulatory focus on emissions of concern, coupled with climate change and “greening” initiatives will provide TRC with additional prospects for growth.  The need to replace the nation’s aging infrastructure also will create substantial growth opportunities, especially as the new administration’s proposed stimulus package is finalized by Congress.  In addition, we believe there is demand for bundled services like our RE Power offering that incorporates our energy and environmental services.  Our customers’ early response to this new TRC offering has been promising.”

 

“TRC’s three-year turnaround plan is on track to conclude by the end of fiscal 2009,” said Vincze.  “During the second half of fiscal 2009, we plan to design and implement a new strategic program focused on maximizing our performance in light of the turbulent economy.  Despite TRC’s leaner cost structure today, we believe further cost-reduction opportunities remain.  We plan to eliminate expenses in a number of areas prior to the end of fiscal 2009, leading to approximately $3 million in additional annualized savings.  Also, due to the specialized nature of the services we offer, we will continue adapting our businesses to the changing market conditions.”

 

“Our ability to execute and perform to our business plan, even during a deteriorating economy, is encouraging,” said Vincze.  “We continue to seek and hire top-quality personnel.  We expect the strengthening of our talent pool will not only help us execute key projects but will also help us accommodate the new projects we anticipate over the

 



 

next several years.  We are confident that the actions we have taken during the past three years have stabilized the Company and will help our business weather the economic headwinds we will face in the coming months.”

 

Conference Call Information

 

The Company will broadcast its second-quarter fiscal 2009 financial results conference call tomorrow, Thursday, February 5, at 9:00 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) 407-5790 or (201) 689-8328 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.

 

About TRC

 

TRC creates and implements sophisticated and innovative solutions to the challenges facing America’s environmental, energy, and infrastructure markets and is a leading provider of technical, financial, risk management, and construction services to commercial and government customers across the country. For more information, visit TRC’s website at www.TRCsolutions.com.

 

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 our future expectations, contain projections of our future results of operations or of our financial condition, or state other “forward-looking” information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our 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; regulatory uncertainty; the availability of funding for government projects; the level of demand for our services; product acceptance; industry-wide competitive factors; the ability to continue to attract and retain highly skilled and qualified personnel; recent changes in our  senior management; the results of outstanding litigation; risks arising from either failure to identify, or from identified material weaknesses in our internal controls over financial reporting or our inability to effectively remedy such weaknesses; our inability to comply with the terms of our credit facility and our lenders’ future unwillingness to waive our noncompliance; and general political or economic conditions. 

 



 

Furthermore, market trends are subject to changes which could adversely affect future results. See additional discussion in our Annual Report on Form 10-K for the fiscal year ended June 30, 2008, Quarterly Reports on Form 10-Q, and other factors detailed from time to time in our other filings with the Securities and Exchange Commission.

 



 

TRC COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 26,

 

December 28,

 

December 26,

 

December 28,

 

 

 

2008

 

2007

 

2008

 

2007

 

Gross revenue

 

$

113,869

 

$

110,932

 

$

228,862

 

$

234,586

 

Less subcontractor costs and other direct reimbursable charges

 

52,312

 

44,675

 

101,381

 

97,006

 

Net service revenue

 

61,557

 

66,257

 

127,481

 

137,580

 

 

 

 

 

 

 

 

 

 

 

Interest income from contractual arrangements

 

612

 

1,007

 

1,390

 

2,078

 

Insurance recoverables and other income

 

13,273

 

17

 

13,562

 

1,545

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of services

 

62,763

 

56,137

 

116,300

 

116,058

 

General and administrative expenses

 

8,895

 

7,830

 

17,516

 

16,651

 

Provision for doubtful accounts

 

874

 

695

 

1,674

 

1,505

 

Goodwill and intangible asset write-offs

 

21,438

 

 

21,438

 

76,678

 

Depreciation and amortization

 

1,859

 

2,024

 

3,768

 

4,126

 

 

 

95,829

 

66,686

 

160,696

 

215,018

 

Operating (loss) income

 

(20,387

)

595

 

(18,263

)

(73,815

)

Interest expense

 

846

 

971

 

1,733

 

1,994

 

Loss from operations before taxes, minority interest and equity in losses

 

(21,233

)

(376

)

(19,996

)

(75,809

)

Federal and state income tax (benefit) provision

 

(850

)

101

 

(668

)

12,338

 

Minority interest

 

 

30

 

 

57

 

Loss from operations before equity in losses

 

(20,383

)

(447

)

(19,328

)

(88,090

)

Equity in losses from unconsolidated affiliates

 

 

 

 

(12

)

Net loss

 

$

(20,383

)

$

(447

)

$

(19,328

)

$

(88,102

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(1.06

)

$

(0.02

)

$

(1.01

)

$

(4.74

)

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

19,262

 

18,706

 

19,196

 

18,577

 

Diluted

 

19,262

 

18,706

 

19,196

 

18,577

 

 



 

TRC COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)

 

 

 

December 26,

 

June 30,

 

 

 

2008

 

2008

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

5,664

 

$

1,306

 

Accounts receivable, less allowance for doubtful accounts

 

113,999

 

124,202

 

Insurance recoverable - environmental remediation

 

22,100

 

9,028

 

Income taxes refundable

 

1,300

 

532

 

Restricted investments

 

28,138

 

32,213

 

Prepaid expenses and other current assets

 

17,592

 

16,461

 

Total current assets

 

188,793

 

183,742

 

 

 

 

 

 

 

Property and equipment, at cost

 

49,618

 

55,595

 

Less accumulated depreciation and amortization

 

34,771

 

37,380

 

 

 

14,847

 

18,215

 

Goodwill

 

35,119

 

54,465

 

Investments in and advances to unconsolidated affiliates and construction joint ventures

 

531

 

548

 

Long-term restricted investments

 

56,507

 

76,216

 

Long-term prepaid insurance

 

49,423

 

51,081

 

Other assets

 

10,815

 

13,052

 

Total assets

 

$

356,035

 

$

397,319

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

30,737

 

$

27,366

 

Accounts payable

 

47,928

 

55,519

 

Accrued compensation and benefits

 

26,280

 

24,914

 

Deferred revenue

 

41,966

 

40,161

 

Environmental remediation liabilities

 

914

 

1,473

 

Other accrued liabilities

 

46,637

 

41,546

 

Total current liabilities

 

194,462

 

190,979

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, net of current portion

 

5,578

 

11,944

 

Long-term income taxes payable

 

949

 

910

 

Long-term deferred revenue

 

107,869

 

127,846

 

Long-term environmental remediation liabilities

 

7,707

 

7,969

 

Total liabilities

 

316,565

 

339,648

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Capital stock:

 

 

 

 

 

Preferred, $.10 par value; 500,000 shares authorized, no shares issued and outstanding

 

 

 

Common, $.10 par value; 30,000,000 shares authorized, 19,337,838 and 19,334,356 shares issued and outstanding, respectively, at December 26, 2008, and 19,093,555 and 19,090,073 shares issued and outstanding, respectively, at June 30, 2008

 

1,934

 

1,909

 

Additional paid-in capital

 

154,720

 

153,259

 

Accumulated deficit

 

(116,854

)

(97,526

)

Accumulated other comprehensive (loss) income

 

(297

)

62

 

Treasury stock, at cost

 

(33

)

(33

)

Total shareholders’ equity

 

39,470

 

57,671

 

Total liabilities and shareholders’ equity

 

$

356,035

 

$

397,319