EX-99.1 2 a09-25776_2ex99d1.htm EX-99.1

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 Year-End
Fiscal 2009 Financial Results;

Concludes Fiscal 2009 with Strengthened Balance Sheet

 

·        Company Achieves Fourth-Quarter Operating Profit

·        Cash and Cash Equivalents Increase to $8.5 Million

 

Lowell, MA, September 28, 2009 - 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 fourth quarter and fiscal year ended June 30, 2009.

 

Fourth-Quarter Results

 

For the three months ended June 30, 2009, gross revenue decreased to $105.8 million compared with $122.5 million for the three months ended June 30, 2008.  Net service revenue for the fourth quarter of fiscal 2009 decreased to $63.6 million from $65.2 million for the fourth quarter of fiscal 2008.  The Company believes net service revenue, rather than gross revenue, best reflects the value of services provided to its customers and is a more accurate indicator of TRC’s performance.

 

The Company recorded a net loss applicable to common shareholders for the fourth quarter of $5.3 million, or $0.27 per common share, compared with a net loss of $16.1 million, or $0.86 per common share, for the comparable period in fiscal 2008. The fourth quarter net loss included a $4.5 million income tax expense item that was recorded pursuant to the applicable accounting rule - Financial Accounting Interpretation No. 48 (“FIN 48”) “Accounting for Uncertainty in Income Taxes.” The net loss in the period also reflects the impact of two other non-cash charges totaling $0.7 million related to preferred stock accretion and an asset impairment charge related to an unconsolidated affiliate.

 

Fiscal Year 2009 Results

 

For the fiscal year ended June 30, 2009, gross revenue decreased to $432.5 million from $465.1 million for fiscal 2008.  Net service revenue for fiscal 2009 decreased to $254.8 million from $268.2 million for fiscal 2008.

 

The net loss applicable to common shareholders for fiscal 2009 was $24.1 million, or $1.25

 

TRC

650 Suffolk Street  ·  Lowell, Massachusetts 01854

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

 



 

per common share, compared with a net loss of $109.1 million, or $5.84 per common share, for fiscal 2008.  The net loss for fiscal 2009 includes the impact of the fourth quarter $4.5 million FIN 48 charge, as well as the $21.4 million non-cash goodwill and intangible asset impairment charge recorded in the second quarter of the fiscal year.  The net loss for fiscal 2008 included $88.8 million in non-cash charges for goodwill impairment and to record a full valuation allowance against net deferred tax assets.

 

Comments on the Results

 

“Given the challenges presented by adverse economic conditions, TRC delivered solid results for the fourth quarter and the fiscal year,” said Chairman and Chief Executive Officer Chris Vincze.  “Against significant economic headwinds and deteriorating industry demand, we came through with a modest decline in our net service revenue compared with last year.  We have continued to reduce our cost structure during the past year and the benefits have enabled us to achieve a year-over-year improvement in operating margins.  For the second consecutive quarter and third time in fiscal 2009, we generated positive operating income; however, the FIN 48 charge in the fourth quarter obscured our progress toward consistent bottom-line profitability.  In addition, we achieved full-year results that exceeded our EBITDA covenant, as defined in our revolving credit agreement.”

 

“All three of our business segments, Energy, Environmental and Infrastructure, are experiencing the effects of the global recession,” said Vincze.  “Clients in each segment are challenged with revenue shortfalls, budget deficits, project delays, lack of financing and uncertainty surrounding new government policies and programs.  In addition, much of the federal stimulus funding, with the exception of the energy efficiency markets, has not yet impacted our markets in a material way.  However, our broad suite of offerings has enabled us to cross-sell many of our services, and our bundling initiatives, including our RE Power program, have been well received in the marketplace.  Our strong brand and reputation for excellence are helping us weather this difficult period in our industry.”

 

“We ended fiscal 2009 with strong operating cash flows and a healthy balance sheet – debt is down and tangible net worth is up,” Vincze said.  “Cash and cash equivalents at June 30, 2009 were $8.5 million and we had no outstanding balance on our revolving credit agreement compared to $1.3 million of cash and cash equivalents and $27 million outstanding under the revolving credit agreement as of June 30, 2008.  As reported in early June, we successfully completed a private placement of preferred stock with gross proceeds of $15.5 million.  The funding provided by the preferred stock issuance, which converts to common stock in November 2010, resulted in an improvement to our financial structure and helped us secure a $30 million bonding line.  The bonding capacity will be used to assist us in pursuing

 



 

opportunities in major engineering, procurement and construction (EPC) projects.”

 

“Fiscal 2009 represented the final phase of our turnaround strategy and the culmination of the comprehensive plan we implemented more than three years ago,” said Vincze.  “During that three-year period, we have been focused on restructuring, rebranding and retooling our entire organization, enhancing an entrepreneurial culture with bottom-line results orientation.  TRC’s performance this past year, particularly in light of the unfavorable market conditions, demonstrates the effectiveness of our strategy.  Going forward, we are shifting our strategies to pursue profitable growth, gain market share, and continue to improve our margins.”

 

Business Outlook

 

“In fiscal 2010, we intend to strategically deploy resources in areas that have the potential to drive profitable revenue over the next several years,” said Vincze.  “To instigate growth, we are fundamentally adjusting our top-line approach by realigning our sales organization with our vertical industry segments, rather than traditional geographic lines.  In addition, we are implementing an integrated national sales and marketing platform in order to enhance our cross-selling efforts among larger clients that we serve across our business segments.”

 

“Our primary objectives for the next three fiscal years are: 1) achieving profitable  growth in our service lines; 2) increasing margins  and maintaining positive cash flow; and 3) attracting and retaining top talent,” said Vincze.  “More specifically, we have already begun taking actions to expand our three business segments and roll out more bundled service offerings.  Our latest bundled offering in the Environmental segment is Building RX, which provides solutions to clients who own distressed commercial real estate assets.  TRC’s ability to offer clients these “one-stop shop” solutions provides us with a distinct competitive advantage.”

 

“Overall, visibility into the economic climate and business conditions for fiscal 2010 remains uncertain, but we are encouraged by early signs that a recovery is beginning to emerge,” said Vincze.  “Our efforts during the past three years have provided TRC with the foundation necessary to become a stronger entity.  While many organizations are now forced to react in the midst of the current economic downturn, TRC’s efforts on the turnaround plan have already created a leaner organization with a strong balance sheet.  We are now positioned to focus on client-facing activity, generating profitable growth, and gaining market share.”

 



 

Conference Call Information

 

The Company will broadcast its fourth-quarter and year-end fiscal 2009 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) 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.  The Company also is a leading provider of engineering, consulting, and construction management 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; circumstances which could create large cash outflows, such as contract losses, litigation, uncollectible receivables and income tax assessments, including potential payments related to our ongoing IRS audit, if not resolved successfully; 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; 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, 2009, 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 June 30,

 

Years Ended June 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

Gross revenue

 

$

105,750

 

$

122,499

 

$

432,517

 

$

465,079

 

Less subcontractor costs and other direct reimbursable charges

 

42,144

 

57,342

 

177,713

 

196,870

 

Net service revenue

 

63,606

 

65,157

 

254,804

 

268,209

 

Interest income from contractual arrangements

 

216

 

904

 

1,859

 

3,944

 

Insurance recoverables and other income

 

5,498

 

3,927

 

19,539

 

6,123

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of services

 

57,448

 

66,951

 

227,217

 

241,647

 

General and administrative expenses

 

8,102

 

13,692

 

32,936

 

40,077

 

Provision for doubtful accounts

 

1,336

 

1,545

 

3,952

 

3,708

 

Goodwill and intangible asset write-offs

 

 

589

 

21,438

 

77,267

 

Depreciation and amortization

 

2,030

 

2,030

 

7,322

 

8,051

 

 

 

68,916

 

84,807

 

292,865

 

370,750

 

Operating income (loss)

 

404

 

(14,819

)

(16,663

)

(92,474

)

Interest expense

 

519

 

974

 

2,925

 

3,936

 

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

 

(115

)

(15,793

)

(19,588

)

(96,410

)

Federal and state income tax provision (benefit)

 

4,515

 

(143

)

3,871

 

12,296

 

Minority interest

 

 

 

 

(62

)

Loss from operations before equity in losses

 

(4,630

)

(15,650

)

(23,459

)

(108,644

)

Equity in losses from unconsolidated affiliates, net of taxes

 

(449

)

(493

)

(449

)

(505

)

Net loss

 

(5,079

)

(16,143

)

(23,908

)

(109,149

)

Dividends and accretion charges on preferred stock

 

215

 

 

215

 

 

Net loss applicable to common shareholders

 

$

(5,294

)

$

(16,143

)

$

(24,123

)

$

(109,149

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(0.27

)

$

(0.86

)

$

(1.25

)

$

(5.84

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

19,354

 

18,875

 

19,272

 

18,700

 

 



 

TRC COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(Unaudited)

 

 

 

June 30,

 

June 30,

 

 

 

2009

 

2008

 

ASSETS

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

8,469

 

$

1,306

 

Accounts receivable, less allowance for doubtful accounts

 

99,903

 

124,202

 

Insurance recoverable - environmental remediation

 

27,379

 

9,028

 

Restricted investments

 

28,214

 

32,213

 

Prepaid expenses and other current assets

 

11,032

 

16,461

 

Income taxes refundable

 

224

 

532

 

Total current assets

 

175,221

 

183,742

 

Property and equipment:

 

52,116

 

55,595

 

Less accumulated depreciation and amortization

 

37,075

 

37,380

 

 

 

15,041

 

18,215

 

Goodwill

 

35,119

 

54,465

 

Investments in and advances to unconsolidated affiliates and construction joint ventures

 

119

 

548

 

Long-term restricted investments

 

53,295

 

76,216

 

Long-term prepaid insurance

 

47,766

 

51,081

 

Other assets

 

10,335

 

13,052

 

Total assets

 

$

336,896

 

$

397,319

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt

 

$

4,632

 

$

27,366

 

Accounts payable

 

44,106

 

55,519

 

Accrued compensation and benefits

 

30,029

 

24,914

 

Deferred revenue

 

38,684

 

40,161

 

Environmental remediation liabilities

 

566

 

1,473

 

Other accrued liabilities

 

41,959

 

41,546

 

Total current liabilities

 

159,976

 

190,979

 

Non-current liabilities:

 

 

 

 

 

Long-term debt, net of current portion

 

7,869

 

11,944

 

Long-term income taxes payable

 

6,079

 

910

 

Long-term deferred revenue

 

105,008

 

127,846

 

Long-term environmental remediation liabilities

 

7,533

 

7,969

 

Total liabilities

 

286,465

 

339,648

 

Preferred, $.10 par value; 500,000 shares authorized, 7,209 shares issued and outstanding as convertible, liquidation preference value of $28,837 as of June 30, 2009

 

1,808

 

 

Commitments and contingencies

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Capital stock:

 

 

 

 

 

Common, $.10 par value; 40,000,000 shares authorized, 19,357,573 and 19,354,091 shares issued and outstanding, respectively, at June 30, 2009, and 19,093,555 and 19,090,073 shares issued and outstanding, respectively, at June 30, 2008

 

1,936

 

1,909

 

Additional paid-in capital

 

168,459

 

153,259

 

Accumulated deficit

 

(121,434

)

(97,526

)

Accumulated other comprehensive (loss) income

 

(305

)

62

 

Treasury stock, at cost

 

(33

)

(33

)

Total shareholders’ equity

 

48,623

 

57,671

 

Total liabilities and shareholders’ equity

 

$

336,896

 

$

397,319