TRC COMPANIES INC /DE/ - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 CERTIFICATION OF CEO - TRC COMPANIES INC /DE/	trr-ex321_20151225xq2x2016.htm
EX-31.2 - EXHIBIT 31.2 CERTIFICATION OF CFO - TRC COMPANIES INC /DE/	trr-ex312_20151225xq2x2016.htm
EX-31.1 - EXHIBIT 31.1 CERTIFICATION OF CEO - TRC COMPANIES INC /DE/	trr-ex311_20151225xq2x2016.htm
EX-32.2 - EXHIBIT 32.2 CERTIFICATION OF CFO - TRC COMPANIES INC /DE/	trr-ex322_20151225xq2x2016.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 25, 2015

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.)

21 Griffin Road North
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):



Large accelerated filer [ ]	Accelerated filer [X]	Non-accelerated filer [ ]	Smaller reporting company [ ]
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

On January 13, 2016 there were 31,039,435 shares of the registrant's common stock, $.10 par value, outstanding.

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TRC COMPANIES, INC.

CONTENTS OF QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED December 25, 2015



PART I - Financial Information

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Statements of Operations for the three and six months ended December 25, 2015 and December 26, 2014	3

	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended December 25, 2015 and December 26, 2014	4

	Condensed Consolidated Balance Sheets as of December 25, 2015 and June 30, 2015	5

	Condensed Consolidated Statements of Cash Flows for the six months ended December 25, 2015 and December 26, 2014	6

	Condensed Consolidated Statements of Changes in Equity for the six months ended December 25, 2015 and December 26, 2014	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	41

Item 4.	Controls and Procedures	41

PART II - Other Information

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	42

Signature		43

Exhibits

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PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

TRC COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)



	Three Months Ended						Six Months Ended
	December 25, 2015			December 26, 2014			December 25, 2015			December 26, 2014
Gross revenue	$	157,743		$	143,228		$	293,202		$	266,253
Less subcontractor costs and other direct reimbursable charges	46,361			43,390			81,657			73,796
Net service revenue	111,382			99,838			211,545			192,457
Interest income from contractual arrangements	27			22			42			44
Insurance recoverables and other income	1,031			641			1,773			5,485
Operating costs and expenses:
Cost of services (exclusive of costs shown separately below)	93,676			82,599			176,660			163,789
General and administrative expenses	8,046			8,395			15,167			16,433
Acquisition and integration expenses	1,240			—			2,118			—
Depreciation and amortization	2,780			2,641			5,044			4,906
Total operating costs and expenses	105,742			93,635			198,989			185,128
Operating income	6,698			6,866			14,371			12,858
Interest income	137			—			137			—
Interest expense	(461		)	(21		)	(489		)	(52		)
Income from operations before taxes	6,374			6,845			14,019			12,806
Income tax provision	(2,439		)	(2,848		)	(5,596		)	(5,328		)
Net income	3,935			3,997			8,423			7,478
Net loss applicable to noncontrolling interest	2			5			6			9
Net income applicable to TRC Companies, Inc.	$	3,937		$	4,002		$	8,429		$	7,487

Basic earnings per common share	$	0.13		$	0.13		$	0.27		$	0.25
Diluted earnings per common share	$	0.13		$	0.13		$	0.27		$	0.25

Weighted-average common shares outstanding:
Basic	30,968			30,329			30,805			30,157
Diluted	31,369			30,531			31,347			30,458

See accompanying notes to condensed consolidated financial statements.

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TRC COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)



			Three Months Ended						Six Months Ended
			December 25, 2015			December 26, 2014			December 25, 2015			December 26, 2014
Net income			$	3,935		$	3,997		$	8,423		$	7,478
Other comprehensive income (loss)
	Unrealized (loss) gain on available-for-sale securities		(11		)	3			(23		)	(7		)
	Tax effect on unrealized (loss) gain on available-for-sale securities		5			(1		)	10			3
	Reclassification for loss on available-for-sale securities included in net income		5			3			30			7
	Tax effect on realized loss on available-for-sale securities		(2		)	(1		)	(12		)	(3		)
		Total other comprehensive (loss) income	(3		)	4			5			—
Comprehensive income			3,932			4,001			8,428			7,478
	Comprehensive loss attributable to noncontrolling interests		2			5			6			9
Comprehensive income attributable to TRC Companies, Inc.			$	3,934		$	4,006		$	8,434		$	7,487

See accompanying notes to condensed consolidated financial statements.

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TRC COMPANIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(Unaudited)



	December 25, 2015			June 30, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	9,450		$	37,296
Restricted cash	199			122
Accounts receivable, less allowance for doubtful accounts	152,608			138,346
Insurance recoverable - environmental remediation	40,422			40,927
Restricted investments	6,582			6,701
Deferred income tax assets	15,414			16,057
Income taxes refundable	—			412
Prepaid expenses and other current assets	23,902			10,499
Total current assets	248,577			250,360
Property and equipment	71,018			64,594
Less accumulated depreciation and amortization	(48,607		)	(50,885		)
Property and equipment, net	22,411			13,709
Goodwill	101,697			37,024
Intangible assets, net	51,888			9,304
Long-term deferred income tax assets	2,583			2,867
Long-term restricted investments	17,102			18,385
Long-term prepaid insurance	24,809			25,929
Other assets	23,131			5,303
Total assets	$	492,198		$	362,881
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	22,242		$	50
Current portion of capital lease obligations	33			166
Accounts payable	33,202			31,999
Accrued compensation and benefits	44,858			47,233
Deferred revenue	16,350			10,612
Environmental remediation liabilities	8,673			8,695
Income taxes payable	230			3,271
Other accrued liabilities	46,243			42,170
Total current liabilities	171,831			144,196
Non-current liabilities:
Long-term debt, net of current portion	96,563			55
Income taxes payable and deferred income tax liabilities	1,863			1,647
Deferred revenue	63,567			68,579
Environmental remediation liabilities	450			489
Total liabilities	334,274			214,966
Commitments and contingencies
Equity:
Common stock, $.10 par value; 40,000,000 shares authorized, 31,039,895 and 31,036,413 shares issued and outstanding, respectively, at December 25, 2015, and 30,485,510 and 30,482,028 shares issued and outstanding, respectively, at June 30, 2015	3,104			3,049
Additional paid-in capital	192,847			191,321
Accumulated deficit	(37,510		)	(45,939		)
Accumulated other comprehensive loss	(83		)	(88		)
Treasury stock, at cost	(33		)	(33		)
Total stockholders' equity applicable to TRC Companies, Inc.	158,325			148,310
Noncontrolling interest	(401		)	(395		)
Total equity	157,924			147,915
Total liabilities and equity	$	492,198		$	362,881

See accompanying notes to condensed consolidated financial statements.

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TRC COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



	Six Months Ended
	December 25, 2015			December 26, 2014
Cash flows from operating activities:
Net income	$	8,423		$	7,478
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash items:
Depreciation and amortization	5,044			4,906
Amortization of debt issuance costs	119			—
Stock-based compensation expense	2,780			2,376
Deferred income taxes	892			179
Other non-cash items	476			66
Changes in operating assets and liabilities:
Accounts receivable	12,143			(13,669		)
Insurance recoverable - environmental remediation	505			(1,516		)
Income taxes	(2,426		)	90
Restricted investments	914			(1,580		)
Prepaid expenses and other current assets	(6,442		)	(2,052		)
Long-term prepaid insurance	1,120			1,355
Other assets	558			(14		)
Accounts payable	(1,328		)	3,464
Accrued compensation and benefits	(9,574		)	(3,018		)
Deferred revenue	676			(1,342		)
Environmental remediation liabilities	(61		)	2,289
Other accrued liabilities	(383		)	2,194
Net cash provided by operating activities	13,436			1,206
Cash flows from investing activities:
Additions to property and equipment	(4,013		)	(3,962		)
Withdrawals from restricted investments	466			739
Acquisition of businesses, net of cash acquired	(119,600		)	(11,214		)
Proceeds from sale of fixed assets	29			30
Net cash used in investing activities	(123,118		)	(14,407		)
Cash flows from financing activities:
Borrowings under revolving credit facility	27,000			—
Repayments under revolving credit facility	(18,000		)	—
Payments on long-term debt and other	(2,970		)	(2,722		)
Payments on capital lease obligations	(133		)	(321		)
Proceeds from long-term debt and other	81,523			5,247
Payments of issuance costs on credit facility	(3,248		)	—
Net working capital and additional cash payments on acquisitions	(1,132		)	(2,084		)
Shares repurchased to settle tax withholding obligations	(2,886		)	(1,499		)
Excess tax benefit from stock-based awards	1,473			251
Proceeds from exercise of stock options	209			10
Net cash provided by (used in) financing activities	81,836			(1,118		)
Decrease in cash and cash equivalents	(27,846		)	(14,319		)
Cash and cash equivalents, beginning of period	37,296			27,597
Cash and cash equivalents, end of period	$	9,450		$	13,278
Supplemental cash flow information:
Non-cash consideration for business acquired	$	7,500		$	1,952

See accompanying notes to condensed consolidated financial statements.

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TRC COMPANIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands)

(Unaudited)



	TRC Companies, Inc. Stockholders' Equity
												Accumulated							Total
	Common Stock					Additional						Other			Treasury Stock				TRC			Non-
	Number					Paid-in			Accumulated			Comp.			Number				Stockholders'			Controlling			Total
	of Shares		Amount			Capital			Deficit			Loss			of Shares	Amount			Equity			Interest			Equity
Balances as of July 1, 2014	29,753		$	2,975		$	187,748		$	(65,354	)	$	(77	)	3	$	(33	)	$	125,259		$	(376	)	$	124,883

Net income	—		—			—			7,487			—			—	—			7,487			(9		)	7,478
Other comprehensive income	—		—			—			—			—			—	—			—			—			—
Issuance of common stock in connection with business acquired	50		5			318			—			—			—	—			323			—			323
Exercise of stock options	4		—			10			—			—			—	—			10			—			10
Stock-based compensation	832		83			2,293			—			—			—	—			2,376			—			2,376
Shares repurchased to settle tax withholding obligations	(290	)	(29		)	(1,566		)	—			—			—	—			(1,595		)	—			(1,595		)
Directors' deferred compensation	4		1			24			—			—			—	—			25			—			25
Stock-based compensation income tax deficiencies	—		—			(185		)	—			—			—	—			(185		)	—			(185		)
Balances as of December 26, 2014	30,353		$	3,035		$	188,642		$	(57,867	)	$	(77	)	3	$	(33	)	$	133,700		$	(385	)	$	133,315



	TRC Companies, Inc. Stockholders' Equity
												Accumulated							Total
	Common Stock					Additional						Other			Treasury Stock				TRC			Non-
	Number					Paid-in			Accumulated			Comp.			Number				Stockholders'			Controlling			Total
	of Shares		Amount			Capital			Deficit			Loss			of Shares	Amount			Equity			Interest			Equity
Balances as of July 1, 2015	30,486		$	3,049		$	191,321		$	(45,939	)	$	(88	)	3	$	(33	)	$	148,310		$	(395	)	$	147,915

Net income	—		—			—			8,429			—			—	—			8,429			(6		)	8,423
Other comprehensive income	—		—			—			—			5			—	—			5			—			5
Exercise of stock options	30		3			206			—			—			—	—			209			—			209
Stock-based compensation	808		81			2,699			—			—			—	—			2,780			—			2,780
Shares repurchased to settle tax withholding obligations	(287	)	(29		)	(2,857		)	—			—			—	—			(2,886		)	—			(2,886		)
Directors' deferred compensation	3		—			37			—			—			—	—			37			—			37
Stock-based compensation excess tax benefit	—		—			1,441			—			—			—	—			1,441			—			1,441
Balances as of December 25, 2015	31,040		$	3,104		$	192,847		$	(37,510	)	$	(83	)	3	$	(33	)	$	158,325		$	(401	)	$	157,924

See accompanying notes to condensed consolidated financial statements.

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TRC COMPANIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(Unaudited)

Note 1. Company Background and Basis of Presentation

TRC Companies, Inc., through its subsidiaries (collectively, the "Company"), provides integrated engineering, consulting, and construction management services. Its project teams help its commercial and governmental clients implement environmental, energy, infrastructure and pipeline projects from initial concept to delivery and operation. The Company provides its services almost entirely in the United States of America.

The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been omitted pursuant to those rules and regulations, but the Company's management believes that the disclosures included herein are adequate to make the information presented not misleading. The condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries in which a controlling interest is maintained, as well as variable interest entities in which the Company is considered the primary beneficiary. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2015.

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. In second quarter fiscal 2016, the Company concluded that it was appropriate to separately present its intangibles assets on its condensed consolidated balance sheets. Previously, such intangibles assets had been classified as other assets on the face of the condensed consolidated balance sheets.

Note 2. New Accounting Pronouncements

In November 2015, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update which simplifies the balance sheet classification of deferred taxes. This standard requires that all deferred tax assets and liabilities be classified as non-current in the classified balance sheet, rather than separating such deferred taxes into current and non-current amounts, as is required under current guidance. The standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period with early application permitted. This standard can be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. This standard will be effective for the Company's fiscal year beginning July 1, 2017. The Company is currently in the process of evaluating the effects of this standard on our condensed consolidated financial statements, including potential early adoption.

In September 2015, the FASB issued an accounting standards update related to the accounting for measurement period adjustments. This standard eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The standard is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period with early application permitted. The standard is to be applied prospectively to adjustments to provisional amounts that occur after the effective date of the standard. The Company adopted this standard effective for its first quarter of fiscal 2016. The adoption of this standard did not have a material impact on the Company's condensed consolidated financial statements.

In April 2015, the FASB issued an accounting standards update requiring that debt issuance costs related to a recognized debt liability be reported in the balance sheet as a direct deduction from the carrying amount of that debt liability. The

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standard is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period with early application permitted for financial statements that have not been previously issued. In August 2015, the FASB issued an accounting standards update which provides additional guidance related to the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. An entity may present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings. The Company adopted these standards effective for its first quarter of fiscal 2016. The adoption of these standards did not have a material impact on the Company's condensed consolidated financial statements.

In May 2014, the FASB issued an accounting standards update that replaces existing revenue recognition guidance. The updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for us beginning July 1, 2018. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet selected a transition method and is currently evaluating the effect the standard will have on its condensed consolidated financial statements.

Note 3. Fair Value Measurements

The Company's financial assets or liabilities are measured using inputs from the three levels of the fair value hierarchy. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Generally, this includes debt and equity securities and derivative contracts that are traded on an active exchange market (e.g., the New York Stock Exchange) as well as certain U.S. Treasury and U.S. Government and agency mortgage-backed securities that are highly liquid and are actively traded in over-the-counter markets.

Level 2 Inputs - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, credit risks) or can be corroborated by observable market data.

Level 3 Inputs - Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company's own assumptions about the assumptions that market participants would use.

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The following tables present the level within the fair value hierarchy at which the Company's financial assets and certain liabilities were measured on a recurring basis as of December 25, 2015 and June 30, 2015:

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 25, 2015



	Level 1		Level 2		Level 3		Total

Restricted investments:
Mutual funds	$	99	$	—	$	—	$	99
Certificates of deposit	—		105		—		105
Municipal bonds	—		544		—		544
Corporate bonds	—		501		—		501
U.S. government bonds	—		216		—		216
Money market accounts and cash deposits	4,507		—		—		4,507
Total assets	$	4,606	$	1,366	$	—	$	5,972

Contingent consideration	$	—	$	—	$	283	$	283
Total liabilities	$	—	$	—	$	283	$	283

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of June 30, 2015



	Level 1		Level 2		Level 3		Total
Restricted investments:
Mutual funds	$	100	$	—	$	—	$	100
Certificates of deposit	—		106		—		106
Municipal bonds	—		548		—		548
Corporate bonds	—		228		—		228
U.S. government bonds	—		216		—		216
Money market accounts and cash deposits	4,896		—		—		4,896
Total assets	$	4,996	$	1,098	$	—	$	6,094

Contingent consideration	$	—	$	—	$	693	$	693
Total liabilities	$	—	$	—	$	693	$	693

A majority of the Company's investments are priced by pricing vendors and are generally Level 1 or Level 2 investments, as these vendors either provide a quoted market price in an active market or use observable input for their pricing without applying significant adjustments. Broker pricing is used mainly when a quoted price is not available, the investment is not priced by the pricing vendors, or when a broker price is more reflective of fair value in the market in which the investment trades. The Company's broker priced investments are classified as Level 2 investments because the broker prices the investment based on similar assets without applying significant adjustments. The Company's restricted investment financial assets as of December 25, 2015 and June 30, 2015 are included within current and long-term restricted investments on the condensed consolidated balance sheets.

The Company's long-term debt is not measured at fair value in the condensed consolidated balance sheets. The fair value of debt is the estimated amount the Company would have to pay to transfer its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Fair values are based on valuations of similar debt at the balance sheet date and supported by observable market transactions when available: Level 2 of the fair value hierarchy. At December 25, 2015 and June 30, 2015 the fair value of the Company's debt was not materially different than its carrying value.

Reclassification adjustments for realized gains or losses from available for sale restricted investment securities out of accumulated other comprehensive income are included in the condensed consolidated statements of operations within the insurance recoverables and other income line item.

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The Company's contingent consideration liabilities, included in other accrued liabilities on the condensed consolidated balance sheets, are associated with the acquisitions made in the fiscal year ended June 30, 2015. The liabilities are measured at fair value using a probability weighted average of the potential payment outcomes that would occur should certain contract metrics be reached. There is no market data available to use in valuing the contingent consideration; therefore, the Company developed its own assumptions related to the achievement of the metrics to evaluate the fair value of these liabilities. As such, the contingent consideration is classified within Level 3 as described below.

Items classified as Level 3 within the valuation hierarchy, consisting of contingent consideration liabilities related to recent acquisitions, were valued based on various estimates, including probability of success, discount rates and amount of time until the conditions of the contingent payments are achieved. The table below presents a roll-forward of the contingent consideration liabilities valued using Level 3 inputs:



Contingent consideration balance at July 1, 2015	$	693
Reduction of liability for payments made	(806		)
Increase of liability related to re-measurement of fair value	396
Contingent consideration balance at December 25, 2015	$	283

Note 4. Stock-Based Compensation

The Company has two plans under which outstanding stock-based awards have been issued: the TRC Companies, Inc. Restated Stock Option Plan (the "Restated Plan"), and the Amended and Restated 2007 Equity Incentive Plan (the "2007 Plan"), (collectively "the Plans"). The Company issues new shares or may utilize treasury shares, when available, to satisfy awards under the Plans. Awards are made by the Compensation Committee of the Board of Directors; however, the Compensation Committee has delegated to the Chief Executive Officer ("CEO") the authority to grant awards for up to 10 shares to employees subject to a limitation of 100 shares in any 12 month period.

Stock-based awards under the Plans consist of stock options, restricted stock awards ("RSA's"), restricted stock units ("RSU's") and performance stock units ("PSU's"). As of December 25, 2015, 2,874 shares remained available for grants under the 2007 Plan.

Stock-Based Compensation

The Company measures stock-based compensation cost at the grant date based on the fair value of the award. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's condensed consolidated statements of operations. Stock-based compensation expense includes the estimated effects of forfeitures, and estimates of forfeitures will be adjusted over the requisite service period to the extent actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of expense to be recognized in future periods.

During the three and six months ended December 25, 2015 and December 26, 2014, the Company recognized stock-based compensation expense in cost of services ("COS") and general and administrative expenses within the condensed consolidated statements of operations as follows:



		Three Months Ended				Six Months Ended
		December 25, 2015		December 26, 2014		December 25, 2015		December 26, 2014
Cost of services		$	802	$	582	$	1,449	$	1,129
General and administrative expenses		709		627		1,331		1,247
	Total stock-based compensation expense	$	1,511	$	1,209	$	2,780	$	2,376

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The benefits associated with the tax deductions in excess of recognized compensation cost are required to be reported as financing activities in the condensed consolidated statements of cash flows. This reduces reported operating cash flows and increases reported financing cash flows. As a result, net financing cash flows included $1,473 and $251 for the six months ended December 25, 2015 and December 26, 2014, respectively, from the benefits of tax deductions in excess of recognized compensation cost. The tax benefit of any resulting excess tax deduction increases the additional paid-in capital ("APIC") pool. Any resulting tax deficiency is deducted from the APIC pool.

Stock Options

The Company uses the Black-Scholes option pricing model for determining the estimated grant date fair value for stock options. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the employee stock options. The average expected life is based on the contractual term of the option and expected employee exercise and historical post-vesting employment termination experience. The Company estimates the volatility of its stock using historical volatility in accordance with current accounting guidance. Management determined that historical volatility of TRC common stock is most reflective of market conditions and the best indicator of expected volatility. The dividend yield assumption is based on the Company's historical and expected dividend payouts. There were no stock options granted during the six months ended December 25, 2015 and December 26, 2014.

A summary of stock option activity for the six months ended December 25, 2015 under the Plans is as follows:



					Weighted-
					Average
			Weighted-		Remaining
			Average		Contractual	Aggregate
			Exercise		Term	Intrinsic
	Options		Price		(in years)	Value
Outstanding options as of June 30, 2015 (214 exercisable)	215		$	8.46
Options exercised	(30	)	$	6.84
Options expired	(26	)	$	6.70
Outstanding options as of December 25, 2015	159		$	9.05	0.8	$	150
Options exercisable as of December 25, 2015	158		$	9.08	0.7	$	145
Options vested and expected to vest as of December 25, 2015	159		$	9.05	0.8	$	150

The aggregate intrinsic value is measured using the fair market value at the date of exercise (for options exercised) or as of December 25, 2015 (for outstanding options), less the applicable exercise price. The closing price of the Company's common stock on the New York Stock Exchange was $9.72 as of December 25, 2015. The total intrinsic value of options exercised for the six months ended December 25, 2015 and December 26, 2014 was $120 and $20, respectively. The total proceeds received from option exercises for the six months ended December 25, 2015 and December 26, 2014 was $209 and $10, respectively.

As of December 25, 2015, there was $1 of total unrecognized compensation expense related to unvested stock option grants under the Plans, and this expense is expected to be recognized over a weighted-average period of 0.3 years.

Restricted Stock Awards

Compensation expense for RSA's is recognized ratably over the vesting term, which is generally four years. The fair value of the RSA's is determined based on the closing market price of the Company's common stock on the grant date. There were 2 non-vested RSA's as of December 25, 2015. There were no RSA's granted during the six months ended December 25, 2015. As of December 25, 2015, there was $11 of total unrecognized compensation expense related to

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unvested RSA's under the Plans, and this expense is expected to be recognized over a weighted-average period of 0.8 years.

Restricted Stock Units

Compensation expense for RSU's is recognized ratably over the vesting term, which is generally four years. The fair value of RSU's is determined based on the closing market price of the Company's common stock on the grant date.

A summary of non-vested RSU activity for the six months ended December 25, 2015 is as follows:



			Weighted-
	Restricted		Average
	Stock		Grant Date
	Units		Fair Value
Non-vested units as of June 30, 2015	890		$	6.92
Units granted	271		$	11.17
Units vested	(397	)	$	6.50
Units forfeited	(3	)	$	8.72
Non-vested units as of December 25, 2015	761		$	8.65

RSU grants totaled 258 and 271 shares with a total weighted-average grant date fair value of $2,876 and $3,026 during the three and six months ended December 25, 2015, respectively. RSU grants totaled 373 and 377 shares with a total weighted-average grant date fair value of $2,554 and $2,578 during the three and six months ended December 26, 2014. The total fair value of RSU's vested during the three and six months ended December 25, 2015 was $1,165 and $3,946, respectively. The total fair value of RSU's vested during the three and six months ended December 26, 2014 was $335 and $2,594, respectively.

As of December 25, 2015, there was $5,912 of total unrecognized compensation expense related to unvested RSU's under the Plans, and this expense is expected to be recognized over a weighted-average period of 2.8 years.

Performance Stock Units

Compensation expense for PSU's is recognized ratably over the vesting term, which is generally four years, if and when the Company concludes that it is probable that the performance condition will be achieved. The Company reassesses the probability of vesting at each reporting period for awards with performance conditions and adjusts compensation expense based on its probability assessment. The fair value of the PSU's is determined based on the closing market price of the Company's common stock on the grant date.

The number of PSU's earned is determined based on the Company's performance against predefined targets. The range of payout is zero to 150% of the number of granted PSU's. The number of PSU's earned is determined based on actual performance at the end of the performance period. PSU grants totaled 410 and 464 with a total weighted-average grant date fair value of $3,668 and $2,986 during the six months ended December 25, 2015 and December 26, 2014, respectively. The total fair value of PSU's vested during the six months ended December 25, 2015, was $4,097. The total fair value of PSU's vested during the six months ended December 26, 2014, was $1,946.

At December 25, 2015, there was $8,042 of total unrecognized compensation expense related to non-vested PSU's; this expense is expected to be recognized over a weighted-average period of 2.6 years.

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A summary of non-vested PSU activity for the six months ended December 25, 2015 is as follows:



							Weighted-
	PSU				Total		Average
	Original		PSU		PSU		Grant Date
	Awards		Adjustments (1)		Awards		Fair Value
Non-vested units as of June 30, 2015	932		—		932		$	7.10
Units granted	324		86		410		$	11.30
Units vested	(321	)	(86	)	(407	)	$	6.54
Units forfeited	(33	)	—		(33	)	$	7.39
Non-vested units as of December 25, 2015	902		—		902		$	8.73


(1)	Represents the additional number of PSU's issued based on the final performance condition achieved at the end of the respective performance period.

Note 5. Earnings per Share

Basic earnings per share ("EPS") is computed based on the weighted-average number of shares of common stock outstanding during the period. Diluted EPS is computed using the treasury stock method for stock options, warrants, non-vested restricted stock awards and units, and non-vested performance stock units. The treasury stock method assumes conversion of all potentially dilutive shares of common stock with the proceeds from assumed exercises used to hypothetically repurchase stock at the average market price for the period. Diluted EPS is computed by dividing net income applicable to the Company by the weighted-average common shares and potentially dilutive common shares that were outstanding during the period.

The following table sets forth the computations of basic and diluted EPS for the three and six months ended December 25, 2015 and December 26, 2014:



	Three Months Ended				Six Months Ended
	December 25, 2015		December 26, 2014		December 25, 2015		December 26, 2014
Net income applicable to TRC Companies, Inc.	$	3,937	$	4,002	$	8,429	$	7,487

Basic weighted-average common shares outstanding	30,968		30,329		30,805		30,157
Effect of dilutive stock options, RSA's, RSU's and PSU's	401		202		542		301
Diluted weighted-average common shares outstanding	31,369		30,531		31,347		30,458

Earnings per common share applicable to TRC Companies, Inc.
Basic earnings per common share	$	0.13	$	0.13	$	0.27	$	0.25
Diluted earnings per common share	$	0.13	$	0.13	$	0.27	$	0.25
Anti-dilutive stock options, RSA's, RSU's and PSU's, excluded from the calculation	1,423		2,098		1,282		2,000

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Note 6. Accounts Receivable

The current portion of accounts receivable as of December 25, 2015 and June 30, 2015, were comprised of the following:



		December 25, 2015			June 30, 2015
Billed		$	109,444		$	80,932
Unbilled		49,319			62,528
Retainage		2,357			3,478
	Total accounts receivable - gross	161,120			146,938
Less allowance for doubtful accounts		(8,512		)	(8,592		)
	Total accounts receivable, less allowance for doubtful accounts	$	152,608		$	138,346

Note 7. Other Accrued Liabilities

As of December 25, 2015 and June 30, 2015, other accrued liabilities were comprised of the following:



		December 25, 2015		June 30, 2015
Contract costs		$	29,408	$	27,980
Legal accruals		4,630		5,224
Lease obligations		3,492		3,354
Other		8,713		5,612
	Total other accrued liabilities	$	46,243	$	42,170

Note 8. Business Acquisitions, Goodwill and Other Intangible Assets

Business Acquisitions and Goodwill

As of December 25, 2015, the Company had $101,697 of goodwill, and the Company does not believe there were any events or changes in circumstances since the last goodwill assessment on April 24, 2015 that would indicate the fair value of goodwill was more likely than not reduced to below its carrying value. Accordingly, goodwill was not tested for impairment during the current fiscal quarter.

On November 30, 2015, the Company acquired the Professional Services business ("Pipeline Services") of Willbros Group ("Willbros") in an all cash transaction. The $127,455 purchase price consisted of (i) an initial cash payment of $119,955 paid at closing, and, (ii) a second cash payment due of $7,500 payable at the earlier of certain Willbros contract novations (or written approval of a subcontract) and Willbros obtaining certain consents, or March 15, 2016. Goodwill of $64,673, all of which is expected to be tax deductible, and other intangible assets of $44,500 were recorded as a result of this acquisition.

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The following summarizes the estimated fair values of the Pipeline Services assets acquired and liabilities assumed, as of the acquisition date:



Cash and cash equivalents			$	355
Accounts receivable			26,406
Prepaid expenses and other current assets			7,276
Property and equipment			3,552
Identifiable intangible assets:
	Customer relationships and backlog		43,500
	Internally developed software		1,000
		Total identifiable intangible assets	44,500
Goodwill			64,673
Other non-current assets			20,683
Accounts payable			(2,587		)
Accrued compensation and benefits			(7,199		)
Other accrued liabilities			(5,210		)
Current portion of long-term debt			(6,447		)
Long-term debt, net of current portion			(18,547		)
	Net assets acquired		$	127,455

Customer relationships and backlog represent the fair value of existing contracts and the underlying customer relationships. The customer relationships and backlog have lives ranging from 1 to 15 years (weighted average lives of 6 years). The internally developed software has a life of approximately 5 years (weighted average life of 3 years).

The purchase price allocation is based upon preliminary information and is subject to change when additional information becomes available. The goodwill recognized is largely the result of the expected future synergies from combining operations, as well as Pipeline Service's assembled workforce, which does not qualify for separate recognition. The Company has not completed its final assessment of the fair values of purchased receivables, intangible assets, property and equipment, liabilities, contingent liabilities, or acquired contracts. The final fair value of the net assets acquired will result in adjustments to certain assets and liabilities, including goodwill.

The unaudited pro forma financial information summarized in the following table gives effect to the Pipeline Services acquisition assuming it occurred on July 1, 2014, the earliest period presented. These unaudited pro forma operating results do not assume any impact from revenue, cost or other operating synergies that are expected as a result of the acquisition. Pro forma adjustments have been made to reflect amortization of the identified intangible assets for the related periods, as well as the amortization of deferred debt issuance costs incurred. Identifiable intangible assets are being amortized on a basis approximating the economic value derived from those assets. These unaudited pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the acquisition occurred on July 1, 2014, nor does the information project results for any future period.



	Six Months Ended
	December 25, 2015		December 26, 2014
Gross revenue	$	368,254	$	373,123
Net service revenue	262,121		267,322
Net income applicable to TRC Companies, Inc.	6,419		2,338

Basic earnings per common share	$	0.21	$	0.08
Diluted earnings per common share	$	0.20	$	0.08

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Since the acquisition date, Pipeline Services has contributed $8,017 in gross revenue , $5,986 in net service revenue, and an operating loss of $(1,161) to the Company for the period from November 30, 2015 through December 25, 2015.

Acquisition and integration expenses in the accompanying condensed consolidated statements of operations were comprised of the following:



	Three Months Ended		Six Months Ended
	December 25, 2015		December 25, 2015
Severance and personnel costs	$	238	$	686
Professional services and other expenses	1,002		1,432
Total	$	1,240	$	2,118

All acquisition and integration expenses are classified within corporate shared services, as presented in Note 12 - Operating Segments.

On September 29, 2014, the Company acquired all of the outstanding stock of NOVA Training Inc. and all of the outstanding membership interests of NOVA Earthworks, LLC (collectively "NOVA") based in Midland, Texas. NOVA provides safety training and environmental services as well as oil spill response, remediation and general oil field construction services to customers in the oil and gas industry. The initial purchase price consisted of (i) a cash payment of $7,198 payable at closing, (ii) a second cash payment of $2,600 placed into escrow, of which $508 was paid in six months and the remaining $2,092 is due 18 months from the acquisition date subject to withholding for various contractual issues, (iii) 50 shares of the Company's common stock valued at $323 on the closing date, and (iv) a $560 net working capital adjustment. The sellers are also entitled to up to $1,500 in contingent cash consideration through an earn-out provision based on the NSR performance of the acquired firm over the 24 month period following closing. The Company estimated the fair value of the contingent earn-out liability to be $893 based on the projections and probabilities of reaching the performance goals through September 2016. Goodwill of $3,683, none of which is expected to be tax deductible, and other intangible assets of $3,622 were recorded as a result of this acquisition. The goodwill is primarily attributable to the synergies and ancillary growth opportunities expected to arise after the acquisition. The fair values of assets and liabilities of the NOVA acquisition have been recorded in the Environmental operating segment. The impact of this acquisition was not material to the Company's condensed consolidated balance sheets and results of operations.

The carrying amount of goodwill for the six months ended December 25, 2015 by operating segment are as follows:



	Gross									Gross
	Balance,		Accumulated			Balance,				Balance,		Accumulated			Balance,
	July 1,		Impairment			July 1,		Additions /		December 25,		Impairment			December 25,
Operating Segment	2015		Losses			2015		Adjustments		2015		Losses			2015
Energy	$	28,506	$	(14,506	)	$	14,000	$	—	$	28,506	$	(14,506	)	$	14,000
Environmental	40,889		(17,865		)	23,024		—		40,889		(17,865		)	23,024
Infrastructure	7,224		(7,224		)	—		—		7,224		(7,224		)	—
Pipeline Services	—		—			—		64,673		64,673		—			64,673
	$	76,619	$	(39,595	)	$	37,024	$	64,673	$	141,292	$	(39,595	)	$	101,697

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Other Intangible Assets

Identifiable intangible assets as of December 25, 2015 and June 30, 2015 are included in other assets on the condensed consolidated balance sheets and were comprised of:



	December 25, 2015							June 30, 2015
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
Identifiable intangible assets	Amount		Amortization			Amount		Amount		Amortization			Amount
With determinable lives:
Customer relationships	$	59,218	$	(9,564	)	$	49,654	$	16,618	$	(7,740	)	$	8,878
Contract backlog	900		(75		)	825		—		—			—
Technology	1,000		(17		)	983		—		—			—
	61,118		(9,656		)	51,462		16,618		(7,740		)	8,878
With indefinite lives:
Engineering licenses	426		—			426		426		—			426
	$	61,544	$	(9,656	)	$	51,888	$	17,044	$	(7,740	)	$	9,304

Identifiable intangible assets with determinable lives are amortized over their estimated useful lives and are also reviewed for impairment if events or changes in circumstances indicate that their carrying amount may not be realizable.

Identifiable intangible assets with determinable lives are being amortized over a weighted-average period of approximately 6 years. The weighted-average period of amortization is approximately 6 years for customer relationship assets. The amortization of intangible assets for the three and six months ended December 25, 2015 was $1,076 and $1,916. The amortization of intangible assets for the three and six months ended December 26, 2014 was $1,014 and $1,728.

Estimated amortization expense of intangible assets for the remainder of fiscal year 2016 and succeeding fiscal years is as follows:



Fiscal Year		Amount
2016		$	3,212
2017		6,264
2018		6,917
2019		6,641
2020		5,667
2021 and Thereafter		22,761
	Total	$	51,462

On an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired, the fair value of the indefinite-lived intangible assets is evaluated by the Company to determine if an impairment charge is required. The Company performed its most recent annual impairment review as of April 24, 2015. There were no events or changes in circumstances that would indicate the fair value of intangible assets was reduced to below its carrying value during the six months ended December 25, 2015, and therefore intangible assets were not tested for impairment.

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Note 9. Long-Term Debt and Capital Lease Obligations

Revolving Credit Facility

Previously, the Company and substantially all of its subsidiaries (the "Borrower"), was party to a secured credit agreement (the "Prior Credit Agreement") and related security documentation with Citizens Commercial Banking as lender, administrative agent, sole lead arranger, and sole book runner and JP Morgan Chase Bank, N.A. as lender and syndication agent. The Prior Credit Agreement provided the Company with a $75,000 five-year secured revolving credit facility with a sublimit of $15,000 available for the issuance of letters of credit. Pursuant to the terms of the Prior Credit Agreement, the Company could request an increase in the amount of the credit facility up to $95,000. The expiration date of the Prior Credit Agreement was April 16, 2018.

Amounts outstanding under the Prior Credit Agreement bore interest at the Base Rate (as defined, generally the prime rate) plus a margin of 1.00% to 1.50% or at LIBOR plus a margin of 2.00% to 2.50%, based on the ratio (measured over a trailing four-quarter period) of consolidated total debt to earnings before interest, taxes, depreciation and amortization ("EBITDA"), as defined. The Company's obligations under the Prior Credit Agreement were secured by a pledge of substantially all of its assets and guaranteed by its principal operating subsidiaries. The Prior Credit Agreement also contained cross-default provisions which became effective if the Company defaulted on other indebtedness.

Under the Prior Credit Agreement the Company was required to maintain a fixed charge coverage ratio of no less than 1.25 to 1.00 and to not permit its leverage ratio to exceed 2.00 to 1.00. The Prior Credit Agreement also required the Company to achieve minimum levels of Consolidated Adjusted EBITDA of $20,000 for the twelve-month periods ending June 30, 2015 and thereafter. Additionally, the Prior Credit Agreement also limited the payment of cash dividends to $10,000 in aggregate during its term. The Company was in compliance with the financial covenants under the Prior Credit Agreement through its termination date.

As of June 30, 2015, the Company had no borrowings outstanding under the Prior Credit Agreement. Letters of credit outstanding were $2,048 as of June 30, 2015. Based upon the leverage covenant, the maximum availability under the Prior Credit Agreement was $75,000 as of June 30, 2015. Funds available to borrow under the Prior Credit Agreement, after consideration of the letters of credit outstanding and other indebtedness outstanding of $166, were $72,786 at June 30, 2015.

On November 30, 2015, the Company entered into a five-year credit agreement (the “New Credit Agreement”) with Citizens Bank, N.A. as lender, LC issuer, administrative agent, sole lead arranger, and sole book runner; BMO Harris Bank, N.A. as lender, LC issuer and syndication agent; KeyBank, N.A. as lender and document agent, and five other banks as lenders . The New Credit Agreement provides the Company with an aggregate borrowing capacity of $175,000 , consisting of a $100,000 five-year secured revolving credit facility (“Revolving Facility”) with a sub-limit of $15,000 available for the issuance of letters of credit, as well as a five-year secured $75,000 term loan (“Term Loan”). The New Credit Agreement replaced the Company’s Prior Credit Agreement.

The proceeds of the Term Loan, together with cash on hand and proceeds from borrowing under the Revolving Facility, were used to pay the purchase price for Willbros Professional Services and to fund transaction costs incurred in connection with the Willbros Professional Services acquisition. The Revolving Facility will also be available for working capital and general corporate purposes. The Revolving Facility includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as “swingline loans.” Borrowings under the Revolving Facility are subject to the satisfaction of customary conditions, including absence of defaults and accuracy of representations and warranties. The Company may request an increase in the amount of the Credit Agreement up to an additional $75,000, which may be through additional term or revolving loans.

Borrowings outstanding under the Revolving Facility will mature on November 30, 2020. The Term Loan amortizes in quarterly installments payable on the last day of each March, June, September, and December, commencing on March 31, 2016 in amounts equal to 1.875% of the term loan made or outstanding, with the balance payable on

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November 30, 2020 (the "Term Loan Maturity Date.") In addition, the Company is required, subject to certain exceptions, to make payments on the Term Loan (a) based on a stated percentage of Excess Cash Flow, either 50% or 0% depending on whether the the Company's consolidated leverage ratio is above or below 2 times adjusted EBITDA as defined in the New Credit Agreement (b) in an amount of 100% of net cash proceeds from asset sales subject to certain reinvestment rights, (c) in an amount of 100% of net cash proceeds of any issuance of debt other than debt permitted to be incurred under the New Credit Agreement, and (d) in an amount of 100% of net cash proceeds from events of loss subject to certain reinvestment rights. The borrowings under the New Credit Agreement may be reduced, in whole or in part, without premium or penalty.

Amounts outstanding under the New Credit Agreement bear interest at the Base Rate (as defined, generally the prime rate) plus a margin of 0.50% to 1.25%, or at the Eurodollar Rate (as defined, generally the LIBOR rate) plus a margin of 1.50% to 2.25%, based on the Company's Leverage Ratio (as defined). In addition to these borrowing rates, there is a commitment fee which ranges from 0.20% to 0.375% on any unused commitments. The applicable fees for issuance of letters of credit under the Revolving Facility is a range of 1.50% to 2.25%.

The Company’s obligations under the New Credit Agreement are secured by a pledge of substantially all of its assets and guaranteed by its principal operating subsidiaries. The New Credit Agreement also contains cross-default provisions which become effective if the Company defaults on other indebtedness.

The New Credit Agreement contains various customary restrictive covenants that limit our ability to, among other things: incur additional indebtedness including guarantees; enter into sale/leaseback transactions; make investments, loans or acquisitions; grant or incur liens on our assets; sell our assets; engage in mergers, consolidations, liquidations or dissolutions; engage in transactions with affiliates; and make restricted payments. Under the New Credit Agreement the Company is required to maintain a fixed charge coverage ratio of no less than 1.25 to 1.00 and to not permit its leverage ratio to exceed 3.00 to 1.00. Additionally, the New Credit Agreement also limits the payment of cash dividends to $10,000 in aggregate during its term.

On November 30, 2015 the Company borrowed $102,000 under the Credit Agreement to partially fund the aforementioned Willbros Professional Services acquisition. The borrowing was comprised of a full borrowing of the $75,000 term loan and a $27,000 borrowing under the Revolving Facility. Borrowings under the Term Loan bear interest at a stated rate of 2.32% and have an effective interest rate of 2.74% at December 25, 2015.

In accounting for the transaction costs incurred in conjunction with the New Credit Agreement, the Company allocated the total costs incurred based on the relative fair values of the Revolving Facility and Term Loan. A total of $1,916 and $1,332 were allocated to the Revolving Facility and Term Loan, respectively.

As of December 25, 2015, the Term Loan consisted of the following:



Current portion of Term Loan	$	4,140

Long-term portion of Term Loan	$	70,860
Less: Debt issuance costs	(1,306		)
Net carrying amount	$	69,554

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The principal amounts due under the Company’s Term Loan obligations as of December 25, 2015 for the remainder of fiscal year 2016 and succeeding fiscal years is as follows:



2016		$	2,786
2017		5,265
2018		4,882
2019		4,526
2020		4,196
2021 and thereafter		53,345
	Total	$	75,000

Contractor-owned, contractor-operated facility debt

As of December 25, 2015, the Company recorded approximately $24,572 debt obligations related to the Pipeline Services acquisition, of which $6,609 was current. A third party finance company had provided financing to Pipeline Services in conjunction with the construction of fueling facilities for the federal government. Upon acceptance of the constructed facilities, the federal government pays Pipeline Services in equal monthly installments over the subsequent five years pursuant to a contract. Therefore, as of December 25, 2015, the Company also recorded approximately $26,611 of receivables which were acquired in the transaction, of which $6,609 was current. These amounts were recorded within other assets and represent the amount due from the federal government for the construction of the fueling facilities.

As of December 25, 2015, final funding has been received and the government has accepted one of the three contracts.

The principal amounts due under the Company’s remaining debt obligations as of December 25, 2015 for the remainder of fiscal year 2016 and succeeding fiscal years is as follows:



2016		$	3,117
2017		7,099
2018		5,640
2019		3,217
2020		3,440
2021 and thereafter		2,059
	Total	$	24,572

Other Notes Payable

In July 2015, the Company financed $5,632 of insurance premiums payable in eleven equal monthly installments of $517 each, including a finance charge of 1.99%. In December 2015, an additional $891 was financed in conjunction with the Willbros Professional Services acquisition, resulting in six remaining payments of $667. As of December 25, 2015, the balance outstanding under this agreement was $3,975.

Capital Lease Obligations

During fiscal years 2013 and 2012, the Company financed $1,160 and $756, respectively, of furniture, office equipment, and computer equipment under capital lease agreements expiring in fiscal years 2015 and 2016. The assets and liabilities under capital lease agreements are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are amortized over the shorter of their related lease terms or their estimated useful lives. Amortization of assets under capital leases is included in depreciation and amortization in the condensed consolidated statements of operations. The cost of assets under capital leases was $593, and accumulated amortization

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was $560 at December 25, 2015. The average interest rates on the capital leases is 3.15% and is imputed based on the lower of the Company's incremental borrowing rate at the inception of each lease or the implicit interest rate of the respective lease.

Acquisition consideration payable

In conjunction with the Pipeline Services acquisition, the Company is required to remit a second cash payment of $7,500 payable at the earlier of certain Willbros contract novations (or written approval of a subcontract) and Willbros obtaining certain consents, or March 15, 2016.

Note 10. Variable Interest Entity

The Company's condensed consolidated financial statements include the financial results of a variable interest entity in which it is the primary beneficiary. In determining whether the Company is the primary beneficiary of an entity, it considers a number of factors, including its ability to direct the activities that most significantly affect the entity's economic success, the Company's contractual rights and responsibilities under the arrangement and the significance of the arrangement to each party. These considerations impact the way the Company accounts for its existing collaborative and joint venture relationships and determines the consolidation of companies or entities with which the Company has collaborative or other arrangements.

The Company consolidates the operations of Center Avenue Holdings ("CAH") a limited liability company, as it retains the contractual power to direct the activities of CAH which most significantly and directly impact its economic performance. The activity of CAH is not significant to the overall performance of the Company. The assets of CAH are restricted, from the standpoint of the Company, in that they are not available for the Company's general business use outside the context of CAH.

The following table sets forth the assets and liabilities of CAH included in the condensed consolidated balance sheets of the Company:



	December 25, 2015		June 30, 2015
Current assets:
Restricted investments	$	63	$	63
Total current assets	63		63
Property and equipment	4,344		—
Other assets	—		4,344
Total assets	$	4,407	$	4,407
Long-term environmental remediation liabilities	23		21
Total liabilities	$	23	$	21

The Company and the other member of CAH do not generally have an obligation to make additional capital contributions to CAH. However, through the end of the fiscal quarter ended December 25, 2015, the Company has provided $4,070 of support it was not contractually obligated to provide. The additional support was primarily for debt service payments on a note payable. CAH repaid this loan balance in the amount of $2,448 in full on October 1, 2013. The Company intends to continue funding CAH's obligations as they become due.

Note 11. Income Taxes

The Company's effective tax rate was 38.3% and 41.6% for the six months ended December 25, 2015 and December 26, 2014, respectively. The primary reconciling items between the federal statutory rate of 35.0% and the Company's overall effective tax rate for the six months ended December 25, 2015 and December 26, 2014, respectively, were the effect of state income taxes.

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As of December 25, 2015, the recorded liability for uncertain tax positions under the measurement criteria of Accounting Standards Codification ("ASC") Topic 740, Income Taxes, was $1,863. The Company does not expect the amount of unrecognized tax benefits to materially change within the next twelve months.

As of December 25, 2015, the Company had a tax benefit of $4,226 related to excess tax benefits from stock compensation. Pursuant to ASC Topic 718, a benefit of $1,473 was recorded to increase APIC as it reduced income taxes payable during the six months ended December 25, 2015. In addition, a tax deficiency of $32 related to the expiration of vested stock options was recorded during the period to decrease APIC as it reduced deferred tax assets.

Note 12. Operating Segments

In connection with the acquisition of Pipeline Services, the Company's reportable segments increased from three to four to reflect how the Company currently manages its business. The Company manages its business under the following four operating segments:

Energy: The Energy operating segment provides services to a range of clients including energy companies, utilities, other commercial entities, and state and federal government agencies. The Company's Energy services include program management, engineer/procure/construct projects, design, and consulting. The Company's typical Energy projects involve upgrades, design and new construction for electric transmission and distribution systems and substations; energy efficiency program design and management; and renewable energy development and power generation.

Environmental: The Environmental operating segment provides services to a range of clients including industrial, transportation, energy and natural resource companies, as well as federal, state and municipal agencies. The Environmental operating segment is organized to focus on key areas of demand including: environmental management of buildings and facilities; air quality measurements and modeling of potential air pollution impacts; water quality and water resource management; assessment and remediation of contaminated sites and buildings; hazardous waste management; construction monitoring, inspection and management; environmental, health and safety management and sustainability advisory services; compliance auditing and strategic due diligence; environmental licensing and permitting of a wide variety of projects; and natural and cultural resource assessment, protection and management.

Infrastructure: The Infrastructure operating segment provides services related to the expansion of infrastructure capacity, the rehabilitation of overburdened and deteriorating infrastructure systems, and the management of risks related to security of public and private facilities. The Company's client base is predominantly state and municipal governments as well as select commercial developers. In addition, the Company provides infrastructure services on projects originating in its Energy and Environmental operating segments. Primary services include: roadway, bridge and related surface transportation design; structural design and inspection of bridges; program management; construction engineering inspection and construction management for roads and bridges; civil engineering for municipalities and public works departments; geotechnical engineering services; and security assessments, design and construction management.

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controls and environmental engineering. The Company provides full-service integrity management program offerings including program development, data services, risk analysis, corrosion evaluation, integrity engineering and integrity construction services. The Company partnered with Google to provide a cloud-based pipeline life-cycle integrity management solution, Integra Link™, which utilizes Google’s geospatial technology platform to transform the way oil and gas pipeline companies visualize and utilize their data and information.

The Company's chief operating decision maker ("CODM") is its CEO. The Company's CEO manages the business by evaluating the financial results of the four operating segments focusing primarily on segment revenue and segment profit. The Company utilizes segment revenue and segment profit because it believes they provide useful information for effectively allocating resources among operating segments; evaluating the health of its operating segments based on metrics that management can actively influence; and gauging its investments and its ability to service, incur or pay down debt. Specifically, the Company's CEO evaluates segment revenue and segment profit and assesses the performance of each operating segment based on these measures, as well as, among other things, the prospects of each of the operating segments and how they fit into the Company's overall strategy. The Company's CEO then decides how resources should be allocated among its operating segments. The Company does not track its assets by operating segment, and consequently, it is not practical to show assets by operating segment. Segment profit includes all operating expenses except the following: costs associated with providing corporate shared services (including certain depreciation and amortization), goodwill and intangible asset write-offs, and stock-based compensation expense. Depreciation expense is primarily allocated to operating segments based upon their respective use of total operating segment office space. Assets solely used at the Corporate level are not allocated to the operating segments. Inter-segment balances and transactions are not material. The accounting policies of the operating segments are the same as those for the Company as a whole, except as discussed herein.

On July 1, 2015 the Company made certain changes to its management reporting structure which resulted in a change to the composition of its Energy and Infrastructure operating segments. In addition, certain corporate employees were transfered to the Energy operating segment. As a result, beginning in fiscal year 2016 the Company reports its financial performance based on the current reporting structure. The Company has recast certain prior period amounts to conform to the way it internally manages and monitors segment performance. These changes had no impact on consolidated net income or cash flows and were not material to the segment measurements presented.

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The following tables present summarized financial information for the Company's operating segments (for the periods noted below):



	Energy		Environmental		Infrastructure		Pipeline Services			Total

Three months ended December 25, 2015:
Gross revenue	$	48,040	$	77,925	$	22,306	$	8,017		$	156,288
Net service revenue	39,794		51,424		13,709		5,986			110,913
Segment profit	9,470		9,548		2,560		(1,161		)	20,417
Depreciation and amortization	790		938		125		569			2,422

Three months ended December 26, 2014:
Gross revenue	$	43,289	$	81,055	$	17,929	$	—		$	142,273
Net service revenue	35,821		52,555		10,902		—			99,278
Segment profit	8,065		10,152		1,308		—			19,525
Depreciation and amortization	808		1,111		114		—			2,033




	Energy		Environmental		Infrastructure		Pipeline Services			Total

Six months ended December 25, 2015:
Gross revenue	$	88,246	$	155,256	$	42,644	$	8,017		$	294,163
Net service revenue	75,091		104,474		27,637		5,986			213,188
Segment profit	16,972		19,838		5,612		(1,161		)	41,261
Depreciation and amortization	1,555		1,927		222		569			4,273

Six months ended December 26, 2014:
Gross revenue	$	81,921	$	149,249	$	35,293	$	—		$	266,463
Net service revenue	69,565		100,211		23,628		—			193,404
Segment profit	13,779		20,310		3,530		—			37,619
Depreciation and amortization	1,650		1,823		224		—			3,697

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	Three Months Ended						Six Months Ended
Gross revenue	December 25, 2015			December 26, 2014			December 25, 2015			December 26, 2014
Gross revenue from reportable operating segments	$	156,288		$	142,273		$	294,163		$	266,463
Reconciling items (1)	1,455			955			(961		)	(210		)
Total consolidated gross revenue	$	157,743		$	143,228		$	293,202		$	266,253

Net service revenue
Net service revenue from reportable operating segments	$	110,913		$	99,278		$	213,188		$	193,404
Reconciling items (1)	469			560			(1,643		)	(947		)
Total consolidated net service revenue	$	111,382		$	99,838		$	211,545		$	192,457

Income from operations before taxes
Segment profit from reportable operating segments	$	20,417		$	19,525		$	41,261		$	37,619
Corporate shared services (2)	(11,850		)	(10,842		)	(23,339		)	(21,176		)
Stock-based compensation expense	(1,511		)	(1,209		)	(2,780		)	(2,376		)
Unallocated depreciation and amortization	(358		)	(608		)	(771		)	(1,209		)
Interest income	137			—			137			—
Interest expense	(461		)	(21		)	(489		)	(52		)
Total consolidated income from operations before taxes	$	6,374		$	6,845		$	14,019		$	12,806

Depreciation and amortization
Depreciation and amortization from reportable operating segments	$	2,422		$	2,033		$	4,273		$	3,697
Unallocated depreciation and amortization	358			608			771			1,209
Total consolidated depreciation and amortization	$	2,780		$	2,641		$	5,044		$	4,906


(1)	Amounts represent certain unallocated corporate amounts not considered in the CODM's evaluation of operating segment performance.


(2)	Corporate shared services consist of centrally managed functions in the following areas: accounting, treasury, information technology, legal, human resources, marketing, internal audit and executive management such as the CEO and various executives. These costs and other items of a general corporate nature are not allocated to the Company’s four operating segments.

Note 13. Commitments and Contingencies

Exit Strategy Contracts

The Company has entered into a number of long-term contracts pursuant to its Exit Strategy program under which it is obligated to complete the remediation of environmental conditions at covered sites. The Company assumes the risk for remediation costs for pre-existing environmental conditions and believes that through in-depth technical analysis, comprehensive cost estimation and creative remedial approaches it is able to execute strategies which protect the Company's return on these projects. The Company's client pays a fixed price and, as additional protection, for a majority of the contracts the client also pays for a cleanup cost cap insurance policy. The policy, which includes the Company as a named or additional named insured party, provides coverage for cost increases from unknown or changed conditions up to a specified maximum amount significantly in excess of the estimated cost of remediation. The Company believes that it is adequately protected from risk on these projects and that it is not likely that it will incur material losses in

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excess of applicable insurance. However, because several projects are near or beyond the term or financial limits of the insurance, the Company believes it is reasonably possible that events could occur under certain circumstances which could be material to the Company's condensed consolidated financial statements. With respect to these projects, there is a wide range of potential outcomes that may result in material costs being incurred beyond the limits or term of insurance, such as: (i) greater than expected volumes of contaminants requiring remediation; (ii) treatment systems requiring operation beyond the insurance term; and (iii) greater than expected allocable share of the ultimate remedy. The Company does not believe these outcomes are likely, and the exact nature, impact and duration of any such occurrence could vary due to a number of factors. Accordingly, the Company is unable to provide an estimate of potential loss with a reasonable degree of accuracy. Nevertheless, if these events were to occur, the Company believes that it is reasonably possible that the amount of costs currently accrued, which represents the Company's best estimate, could increase by as much as $31,000, of which $5,200 would be covered by insurance.

With respect to one of the projects noted above, the regulatory agency charged with oversight of the project approved a remedial plan that is more expensive than the remedy that had been proposed by the Company. A cost allocation among the potentially responsible parties has not been finalized. However, the Company (and the party from whom it assumed site responsibility) did not contribute in any way to the site contamination, and the Company believes that it has meritorious defenses to liability and that it will not ultimately be responsible for any material remedial costs attributable to the more costly selected remedy. Nevertheless, due to uncertainty over the cost allocation process, it is reasonably possible that the Company's recorded estimate could change. With respect to another one of these projects, the regulatory agency charged with oversight of the project selected a remedy that is consistent with regulatory guidance and the Company’s estimates. However, until the final remedy is actually implemented, it remains reasonably possible that the volumes associated with the selected remedial alternative could change and the related costs could increase. The Company's estimated share of the potential remedial cost changes related to these two projects range from $0 to $18,700.

The Company adjusts all of its recorded liabilities as further information develops or circumstances change. The Company is unable to accurately project the time period over which these amounts would ultimately be paid out, however the Company estimates that any potential payments could be made over a 1 to 5 year period.

Contract Damages

The Company has entered into contracts which, among other things, require completion of the specified scope of work within a defined period of time or a defined budget. Certain of those contracts provide for the assessment of liquidated or other damages if certain project objectives are not met pursuant to the terms of the contract. At present, the Company does not believe a material assessment of such damages is reasonably possible.

Government Contracts

The Company's indirect cost rates applied to contracts with the U.S. Government and various state agencies are subject to examination and renegotiation. Contracts and other records of the Company with respect to federal contracts have been examined through June 30, 2008. The Company believes that adjustments resulting from such examination or renegotiation proceedings, if any, will not likely have a material impact on the Company's business, operating results, financial position and cash flows.

Legal Matters

The Company and its subsidiaries are subject to claims and lawsuits typical of those filed against engineering and consulting companies. The Company carries liability insurance, including professional liability insurance, against such claims subject to certain deductibles and policy limits. Except as described herein, management is of the opinion that the resolution of these claims and lawsuits will not likely have a material effect on the Company's operating results, financial position and cash flows.

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TRC Environmental Corporation v. LVI Group Services, Inc., United States District Court for the Western District of Texas, Austin Division 2014. TRC was the prime contractor on a project to demolish and decommission a power plant in Austin, Texas. LVI was a subcontractor on that project, and TRC sued LVI for approximately $3,000 for breaches in connection with LVI’s work. LVI filed a number of responsive pleadings in this lawsuit including a counterclaim for approximately $9,900. TRC believes that its claims against LVI are meritorious and that LVI’s counterclaim is without merit. Nevertheless, an adverse determination on LVI’s counterclaim could have a material adverse effect on the Company’s business, operating results, financial position and cash flows.

The Company records actual or potential litigation-related losses in accordance with ASC Topic 450 "Contingencies". As of December 25, 2015 and June 30, 2015, the Company had recorded litigation accruals of $4,225 and $4,479, respectively. The Company also had insurance recovery receivables related to the aforementioned litigation-related accruals of $1,828 and $1,918 as of December 25, 2015 and June 30, 2015, respectively.

The Company periodically adjusts the amount of such liabilities when such actual or potential liabilities are paid or otherwise discharged, new claims arise, or additional relevant information about existing or potential claims becomes available. The Company believes that it is reasonably possible that the amount of potential litigation-related liabilities could increase by as much as $11,100, of which $2,400 would be covered by insurance.

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

Three and Six Months Ended December 25, 2015 and December 26, 2014

Our fiscal quarters end on the last Friday of the quarter except for the last quarter of the fiscal year which always ends on June 30. The six months ended December 25, 2015 contained one less business day than the prior fiscal year period.

The following discussion of our results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and with our Annual Report on Form 10-K for the fiscal year ended June 30, 2015. This discussion contains forward-looking statements that are based upon current expectations and assumptions, and, by their nature, such forward-looking statements are subject to risks and uncertainties. We have attempted to identify such statements using words such as "may", "expects", "plans", "anticipates", "believes", "estimates", or other words of similar import. We caution the reader that there may be events in the future that management is not able to accurately predict or control which may cause actual results to differ materially from the expectations described in the forward-looking statements. The factors described in the sections captioned "Critical Accounting Policies" and "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015 as well as in this Form 10-Q provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations described in the forward-looking statements.

Overview

We are a firm that provides integrated engineering, consulting, and construction management services. Our project teams help our commercial and governmental clients implement environmental, energy, infrastructure and pipeline projects from initial concept to delivery and operation. We provide our services almost entirely in the United States of America.

We generate revenue and cash flows from fees for professional and technical services. As a service company, we are more labor-intensive than capital-intensive. Our revenue and cash flow is driven by our ability to attract and retain qualified and productive employees, identify business opportunities, secure new and renew existing client contracts, provide outstanding service to our clients and execute projects successfully. Our income from operations is derived from our ability to generate revenue under our contracts in excess of our direct costs, subcontractor costs, other contract costs, and general and administrative ("G&A") expenses.

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In the course of providing our services, we routinely subcontract services. Generally, these subcontractor costs are passed through to our clients and, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and consistent with industry practice, are included in gross revenue. Because subcontractor services can change significantly from project to project, changes in gross revenue may not be indicative of business trends. Accordingly, we also report net service revenue ("NSR"), which is gross revenue less subcontractor costs and other direct reimbursable charges, and our discussion and analysis of financial condition and results of operations uses NSR as a primary point of reference.

Our cost of services ("COS") includes professional compensation and related benefits together with certain direct and indirect overhead costs such as rents, utilities and travel. Professional compensation represents the majority of these costs. Our G&A expenses are comprised primarily of our corporate headquarters costs related to corporate executive management, finance, accounting, information technology, administration and legal. These costs are generally unrelated to specific client projects and can vary as expenses are incurred to support corporate activities and initiatives.

Our revenue, expenses and operating results may fluctuate significantly from year to year as a result of numerous factors, including:


•	Unanticipated changes in contract performance that may affect profitability, particularly with contracts that are fixed-price or have funding limits;


•	Seasonality of the spending cycle, notably for state and local government entities, and the spending patterns of our commercial sector clients;


•	Budget constraints experienced by our federal, state and local government clients;


•	Divestitures or discontinuance of operating units;


•	The timing and impact of acquisitions;


•	Employee hiring, utilization and turnover rates;


•	The number and significance of client contracts commenced and completed during the period;


•	Creditworthiness and solvency of clients;


•	The ability of our clients to terminate contracts without penalties;


•	Delays incurred in connection with contracts;


•	The size, scope and payment terms of contracts;


•	Contract negotiations on change orders and collection of related accounts receivable;


•	The timing of expenses incurred for corporate initiatives;


•	Competition;


•	Litigation;


•	Changes in accounting rules;


•	The credit markets and their effect on our customers;


•	General economic or political conditions; and


•	Employee expenses such as medical and other benefits.

We experience seasonal trends in our business. Our revenue is typically lower in the second and third fiscal quarters, as our business is, to some extent, dependent on field work and construction scheduling and is also affected by holidays. Our revenue is lower during these times of the year because many of our clients' employees, as well as our own employees, do not work during those holidays, resulting in fewer billable hours charged to projects and thus, lower revenue recognized. In addition to holidays, harsher weather conditions that occur in the fall and winter can cause some of our offices to close and can significantly affect our project field work. Conversely, our business generally benefits from milder weather conditions in our first and fourth fiscal quarters which allow for more productivity from our field employees.

Acquisitions

We continuously evaluate the marketplace for strategic acquisition opportunities. A fundamental component of our profitable growth strategy is to pursue acquisitions that will expand our platform in key markets. Where the impact of acquisitions is noted in discussing results, it refers to acquisitions effected within the twelve months prior to the end of the relevant period.

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On November 30, 2015, the we acquired the Professional Services business segment ("Pipeline Services") of Willbros Group ("Willbros") in an all cash transaction. The initial purchase price consisted of (i) an initial cash payment of $120.0 million payable at closing, and, (ii) a second cash payment due of $7.5 million payable at the earlier of certain Willbros contract novations (or written approval of a subcontract) and Willbros obtaining certain consents, or March 15, 2016. Goodwill of $64.7 million, all of which is expected to be tax deductible, and other intangible assets of $44.5 million were recorded as a result of this acquisition. The goodwill is primarily attributable to expected synergies from combining the operations of the acquired business with the our operations and intangible assets that do not qualify for separate recognition, such as an assembled workforce. Pipeline Services has contributed $8.0 million in gross revenue, $6.0 million in net service revenue, and an operating loss of $(1.2) million to our results for the period from November 30, 2015 through December 25, 2015.

On September 29, 2014, we acquired all of the outstanding stock of NOVA Training Inc. and all of the outstanding membership interests of NOVA Earthworks, LLC (collectively "NOVA") based in Midland, Texas. NOVA provides safety training and environmental services as well as oil spill response, remediation and general oil field construction services to customers in the oil and gas industry. The initial purchase price consisted of (i) a cash payment of $7.2 million payable at closing, (ii) a second cash payment of $2.6 million placed into escrow, of which $0.5 million was paid in six months and the remaining $2.1 million is due in 18 months subject to withholding for various contractual issues, (iii) 50 shares of our common stock valued at $0.3 million on the closing date, and (iv) a $0.6 million net working capital adjustment. The sellers are also entitled to up to $1.5 million in contingent cash consideration through an earn-out provision based on the NSR performance of the acquired firm over the 24 month period following closing. We estimated the fair value of the contingent earn-out liability to be $0.9 million based on the projections and probabilities of reaching the performance goals through September 2016. Goodwill of $3.7 million, none of which is expected to be tax deductible, and other intangible assets of $3.6 million were recorded as a result of this acquisition. The goodwill is primarily attributable to the synergies and ancillary growth opportunities expected to arise after the acquisition. The fair values of assets and liabilities of the NOVA acquisition have been recorded in the Environmental operating segment. The impact of this acquisition was not material to our condensed consolidated balance sheets and results of operations.

Operating Segments

In connection with the acquisition of Pipeline Services, our reportable segments increased from three to four to reflect how we are currently managing our business. We manage our business under the following four operating segments:

Energy: The Energy operating segment provides services to a range of clients including energy companies, utilities, other commercial entities, and state and federal government agencies. Our Energy services include program management, engineer/procure/construct projects, design, and consulting. Our typical Energy projects involve upgrades, design and new construction for electric transmission and distribution systems and substations; energy efficiency program design and management; and renewable energy development and power generation.

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Infrastructure: The Infrastructure operating segment provides services related to the expansion of infrastructure capacity, the rehabilitation of overburdened and deteriorating infrastructure systems, and the management of risks related to security of public and private facilities. Our client base is predominantly state and municipal governments as well as select commercial developers. In addition, we provide infrastructure services on projects originating in our Energy and Environmental operating segments. Primary services include: roadway, bridge and related surface transportation design; structural design and inspection of bridges; program management; construction engineering inspection and construction management for roads and bridges; civil engineering for municipalities and public works departments; geotechnical engineering services; and security assessments, design and construction management.

Pipeline Services: The Pipeline Services operating segment provides pipeline and facilities engineering, EPC/EPCM, field services and integrity services to the oil and gas transmission and midstream markets, as well as at government facilities. We specialize in providing engineering services to assist clients in designing, engineering and constructing or expanding pipeline systems, compressor stations, pump stations, fuel storage facilities, terminals, gas processing, and field gathering and production facilities. Our expertise extends to the engineering of a wide range of project peripherals, including various types of support buildings and utility systems, power generation and electrical transmission systems, communications systems, fire protection, water and sewage treatment, water transmission, roads and railroad sidings. We also provide project management, engineering and material procurement services to the refining industry and government agencies, including chemical/process, mechanical, civil, structural, electrical instrumentation/controls and environmental engineering. We provide full-service integrity management program offerings including program development, data services, risk analysis, corrosion evaluation, integrity engineering and integrity construction services. We are partnered with Google to provide a cloud-based pipeline life-cycle integrity management solution, Integra Link™, which utilizes Google’s geospatial technology platform to transform the way oil and gas pipeline companies visualize and utilize their data and information.

Our chief operating decision maker is our Chief Executive Officer ("CEO"). Our CEO manages the business by evaluating the financial results of the four operating segments, focusing primarily on segment revenue and segment profit. We utilize segment revenue and segment profit because we believe they provide useful information for effectively allocating resources among operating segments; evaluating the health of our operating segments based on metrics that management can actively influence; and gauging our investments and our ability to service, incur or pay down debt. Specifically, our CEO evaluates segment revenue and segment profit and assesses the performance of each operating segment based on these measures, as well as, among other things, the prospects of each of the operating segments and how they fit into our overall strategy. Our CEO then decides how resources should be allocated among our operating segments. We do not track our assets by operating segment, and consequently, it is not practical to show assets by operating segment. Segment profit includes all operating expenses except the following: costs associated with providing corporate shared services (including certain depreciation and amortization), goodwill and intangible asset write-offs, and stock-based compensation expense. Depreciation expense is primarily allocated to operating segments based upon their respective use of total operating segment office space. Assets solely used at the Corporate level are not allocated to the operating segments. Inter-segment balances and transactions are not material. The accounting policies of the operating segments are the same as those for us as a whole except as discussed herein.

On July 1, 2015 we made certain changes to our management reporting structure which resulted in a change to the composition of the Energy and Infrastructure operating segments. In addition, certain corporate employees were transfered to the Energy operating segment. As a result, beginning in fiscal year 2016 we report our financial performance based on the current reporting structure. We have recast certain prior period amounts to conform to the way we internally manage and monitor segment performance. These changes had no impact on consolidated net income or cash flows and were not material to the segment measurements presented.

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The following table presents the approximate percentage of our NSR by operating segment for the three and six months ended December 25, 2015 and December 26, 2014:



	Three Months Ended				Six Months Ended
	December 25, 2015		December 26, 2014		December 25, 2015		December 26, 2014
Energy	36	%	36	%	36	%	36	%
Environmental	47	%	53	%	49	%	52	%
Infrastructure	12	%	11	%	13	%	12	%
Pipeline Services	5	%	—	%	3	%	—	%
	100	%	100	%	101	%	100	%

Business Trend Analysis

Energy: The utilities in the United States are in the midst of a multi-year upgrade of the electric transmission grid to improve capacity, reliability and distribution of sources of generation. Years of underinvestment coupled with a favorable regulatory environment have provided a good business opportunity for those serving this market. According to the Edison Electric Institute, electric utilities throughout the United States will be investing over $60 billion in the performance of this work over the next several years. Economic impacts have slowed the pace of this investment, yet they do not appear to have affected the long term plan of investment. Demand for energy efficiency services continues to be supported by increasing state and federal funds targeted at energy efficiency. The American Recovery and Reinvestment Act of 2009, Regional Green House Gas Initiative and system benefit charges at the state or utility level have expanded the marketplace for energy efficiency program management services. Investment within the renewable portfolios also remains strong. We are well established in the Northeast and Mid-Atlantic regions and are growing our presence in the Southeast and in Texas and California where demand for services is the highest.

Environmental: Although there had been signs of growth in this market following a slowdown caused by general economic conditions, market demand for environmental services continues to be mixed. The last decade saw growth in nearly all aspects of this market. The fundamental market drivers remain in place, and this market also benefits from evolving regulatory developments particularly with respect to air quality, the Clean Power Plan and the continuing need to enhance our aging transportation and energy infrastructure. While we expect oil and gas activity and major capital projects to be somewhat constrained in the near term, the outlook for services related to other areas of the market, such as environmental remediation, construction, transaction support, the retirement of coal plants and the need to transport natural gas remains favorable. Renewables and other energy source initiatives present important market opportunities but are linked to federal and state policy changes which will be required for the markets to commit long-term capital to projects such as pipelines and related infrastructure.

Infrastructure: Although long-term prospects should be favorable and our backlog is up significantly, demand for infrastructure services is generally expected to continue to be flat. The overall infrastructure construction markets are expected to benefit from the federal funding certainty provided by the new $305 billion highway bill known as the Fixing America’s Surface Transportation (FAST) Act. The bill calls for the spending of approximately $205 billion on highways and $48 billion on transit projects.

Pipeline Services: Our Pipeline Services segment expects to benefit from the activities associated with the pipeline build-out over the next five years. Opportunities include mid-stream oil and Natural Gas Liquid pipelines which are necessary to match takeaway capacity with current levels of production, some of which is stranded due to inadequate pipeline infrastructure, primarily in the Marcellus and Utica shales. Additional future opportunities are presented by natural gas pipelines to take gas to LNG export facilities as well as Mexico. In addition natural gas pipelines will be required as coal plants are retired and generating capacity is replaced with cleaner gas-burning plants. New regulatory requirements currently under consideration by the Department of Transportation PHMSA will lead to data and integrity requirements for pipeline operators where our technologies and services can be utilized.

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Critical Accounting Policies

Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. These principles require the use of estimates and assumptions that affect amounts reported and disclosed in the condensed consolidated financial statements and related notes. Actual results could differ from these estimates and assumptions. We use our best judgment in the assumptions used to compile these estimates which are based on current facts and circumstances, prior experience and other assumptions that are believed to be reasonable. Further detail regarding our critical accounting policies can be found in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015, as filed with the Securities Exchange Commission ("SEC") on September 9, 2015. No material changes concerning our critical accounting policies have occurred since June 30, 2015.

Results of Operations

Consolidated Results of Operations

The following table presents the dollar and percentage changes in the condensed consolidated statements of operations for the three and six months ended December 25, 2015 and December 26, 2014:



	Three Months Ended											Six Months Ended
	Dec. 25,			Dec. 26,			Change					Dec. 25,			Dec. 26,			Change
(Dollars in thousands)	2015			2014			$			%		2015			2014			$			%
Gross revenue	$	157,743		$	143,228		$	14,515		10.1	%	$	293,202		$	266,253		$	26,949		10.1	%
Less subcontractor costs and other direct reimbursable charges	46,361			43,390			2,971			6.8		81,657			73,796			7,861			10.7
Net service revenue	111,382			99,838			11,544			11.6		211,545			192,457			19,088			9.9
Interest income from contractual arrangements	27			22			5			22.7		42			44			(2		)	(4.5	)
Insurance recoverables and other income	1,031			641			390			60.8		1,773			5,485			(3,712		)	(67.7	)
Cost of services (exclusive of costs shown separately below)	93,676			82,599			11,077			13.4		176,660			163,789			12,871			7.9
General and administrative expenses	8,046			8,395			(349		)	(4.2	)	15,167			16,433			(1,266		)	(7.7	)
Acquisition and integration expenses	1,240			—			1,240			100.0		2,118			—			2,118			100.0
Depreciation and amortization	2,780			2,641			139			5.3		5,044			4,906			138			2.8
Operating income	6,698			6,866			(168		)	(2.4	)	14,371			12,858			1,513			11.8
Interest income	137			—			137			100.0		137			—			137			100.0
Interest expense	(461		)	(21		)	(440		)	2,095.2		(489		)	(52		)	(437		)	840.4
Income from operations before taxes	6,374			6,845			(471		)	(6.9	)	14,019			12,806			1,213			9.5
Income tax provision	(2,439		)	(2,848		)	409			(14.4	)	(5,596		)	(5,328		)	(268		)	5.0
Net income	3,935			3,997			(62		)	(1.6	)	8,423			7,478			945			12.6
Net loss applicable to noncontrolling interest	2			5			(3		)	(60.0	)	6			9			(3		)	(33.3	)
Net income applicable to TRC Companies, Inc.	$	3,937		$	4,002		$	(65	)	(1.6	)%	$	8,429		$	7,487		$	942		12.6	%

Three Months Ended December 25, 2015

Gross revenue increased $14.5 million, or 10.1%, to $157.7 million for the three months ended December 25, 2015 from $143.2 million for the same period in the prior year. Organic activities accounted for $6.0 million, or 41.0%, of the growth in gross revenue, and acquisitions accounted for the remaining $8.5 million, or 59.0%, of the increase. The growth in organic gross revenue was driven by our Energy and Infrastructure operating segments, where organic gross revenue increased $4.2 million and $4.4 million, respectively. This organic growth was offset by a $3.1 million decline in the Environmental operating segment organic gross revenue in the current period largely due to a slowdown from certain oil and gas clients and the completion of a large pipeline permitting project.

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NSR increased $11.5 million, or 11.6%, to $111.4 million for the three months ended December 25, 2015 from $99.8 million for the same period in the prior year. Organic activities accounted for $5.1 million, or 44.0%, of the growth in NSR, and acquisitions accounted for the remaining $6.5 million, or 56.0%, of the increase. The increase in organic NSR was primarily attributable to our Energy and Infrastructure operating segments where NSR increased $3.5 million and $2.8 million respectively. This organic growth was offset by a $1.1 million decline in the Environmental operating segment NSR in the current period. The changes in organic NSR are due to the same factors that led to the changes in gross revenue.

Insurance recoverables and other income increased $0.4 million, or 60.8%, to $1.0 million for the three months ended December 25, 2015 from $0.6 million for the same period in the prior year. In the three months ended December 25, 2015, certain Exit Strategy projects had estimated cost increases which are not expected to be funded by the project-specific restricted investments and, therefore, are projected to be funded by the project specific insurance policy procured at project inception to cover, among other things, costs in excess of the original estimates. We did not experience the same level of estimated cost increases for the same period in the prior year.

COS increased $11.1 million, or 13.4%, to $93.7 million for the three months ended December 25, 2015 from $82.6 million for the same period in the prior year. Organic activities accounted for $4.0 million, or 36.2%, of the growth in COS, and acquisitions accounted for the remaining $7.1 million, or 63.8%, of the increase. The increase in organic COS is primarily attributable to costs incurred to support the current demand from our Energy and Infrastructure operating segment clients. As a percentage of NSR, COS were 84.1% and 82.7% for the three months ended December 25, 2015 and December 26, 2014, respectively.

G&A expenses decreased $0.3 million, or 4.2%, to $8.0 million for the three months ended December 25, 2015 from $8.4 million for the same period in the prior year. The decrease is generally attributable to lower professional fees incurred in the current year period. As a percentage of NSR, G&A expenses were 7.2% and 8.4% for the three months ended December 25, 2015 and December 26, 2014, respectively.

Acquisition and integration expenses for the three months ended December 25, 2015 are comprised of:



Severance and personnel costs		238
Professional services and other		1,002
Total		1,240

Our effective tax rate was 38.3% for the three months ended December 25, 2015, compared to 41.6% for the same period in the prior year. The primary reconciling items between the federal statutory rate of 35.0% and our overall effective tax rate were the effect of state income taxes.

Six Months Ended December 25, 2015

Gross revenue increased $26.9 million or 10.1%, to $293.2 million for the six months ended December 25, 2015 from $266.3 million for the same period in the prior year. Organic activities accounted for $15.0 million, or 55.5%, of the growth in gross revenue, and acquisitions accounted for the remaining $11.9 million, or 44.5%, of the increase. The growth in organic gross revenue was driven by our Infrastructure operating segment where organic gross revenue increased $7.4 million primarily due to demand for services from our state transportation and commercial clients. Organic gross revenue also increased $5.2 million in our Energy operating segment due to increased demand for our electric transmission and distribution services. The balance of the organic growth was in our Environmental operating segment where organic gross revenue increased $3.1 million, driven by demand for our remediation services.

NSR increased $19.1 million, or 9.9%, to $211.5 million for the six months ended December 25, 2015 from $192.5 million for the same period in the prior year. Organic activities accounted for $10.0 million, or 52.3%, of the growth

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in NSR, and acquisitions accounted for the remaining $9.1 million, or 47.7%, of the increase. The increase in organic NSR was primarily attributable to our Energy and Infrastructure operating segments where NSR increased $4.6 million and $4.0 million respectively. The balance of the organic growth was in our Environmental operating segment where organic NSR increased $2.1 million. The organic NSR increases are due to the same factors that led to the increases in gross revenue.

Insurance recoverables and other income decreased $3.7 million, or 67.7%, to $1.8 million for the six months ended December 25, 2015 from $5.5 million for the same period in the prior year. In the six months ended December 26, 2014, an Exit Strategy project had estimated cost increases which were not expected to be funded by the project-specific restricted investments and, therefore, was projected to be funded by the project-specific insurance policy procured at project inception to cover, among other things, costs overruns. We did not experience a similar contract adjustment in the current period.

COS increased $12.9 million, or 7.9%, to $176.7 million for the six months ended December 25, 2015 from $163.8 million for the same period in the prior year. Organic activities accounted for $3.5 million, or 27.0%, of the growth in COS, and acquisitions accounted for the remaining $9.4 million, or 73.0%, of the increase. Organic COS increased $1.4 million and $1.9 million in our Energy and Infrastructure operating segments in the current period, respectively. These increases are primarily attributable to costs incurred to support the current demand from our Energy and Infrastructure operating segment clients. Organic COS decreased $0.9 million in our Environmental operating segment in the current period. As aforementioned, we recorded estimated cost increases on an Exit Strategy project within our Environmental operating segment in the prior year period which did not recur at the same level in the current period. As a percentage of NSR, COS were 83.5% and 85.1% for the six months ended December 25, 2015 and December 26, 2014, respectively. The decrease in COS as a percentage of NSR was largely attributable to the prior year impact of the Exit Strategy costs noted above.

G&A expenses decreased $1.3 million, or 7.7%, to $15.2 million for the six months ended December 25, 2015 from $16.4 million for the same period in the prior year. As a percentage of NSR, G&A expenses were 7.2% and 8.5% for the six months ended December 25, 2015 and December 26, 2014, respectively. The decrease in G&A as a percentage of NSR was largely attributable to reduced professional fees incurred and cost control initiatives, in particular reduced travel expenses.

Acquisition and integration expenses for the six months ended December 25, 2015 are comprised of:



Severance and personnel costs		686
Professional services and other		1,432
Total		2,118

Our effective tax rate was 39.9% for the six months ended December 25, 2015, compared to 41.6% for the same period in the prior year. The primary reconciling items between the federal statutory rate of 35.0% and our overall effective tax rate were the effect of state income taxes.

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Costs and Expenses as a Percentage of NSR

The following table presents the percentage relationships of items in the condensed consolidated statements of operations to NSR for the three months ended December 25, 2015 and December 26, 2014:



	Three Months Ended				Six Months Ended
	December 25, 2015		December 26, 2014		December 25, 2015		December 26, 2014
Net service revenue	100.0	%	100.0	%	100.0	%	100.0	%
Interest income from contractual arrangements	—		—		—		—
Insurance recoverables and other income	0.9		0.6		0.8		2.8
Operating costs and expenses:
Cost of services (exclusive of costs shown separately below)	84.1		82.7		83.5		85.1
General and administrative expenses	7.2		8.4		7.2		8.5
Acquisition and integration expenses	1.1		—		1.0		—
Depreciation and amortization	2.5		2.6		2.4		2.5
Total operating costs and expenses	94.9		93.8		94.1		96.2
Operating income	6.0		6.9		6.8		6.7
Interest income	0.1		—		0.1		—
Interest expense	(0.4	)	—		(0.2	)	—
Income from operations before taxes	5.7		6.9		6.6		6.7
Income tax provision	(2.2	)	(2.9	)	(2.6	)	(2.8	)
Net income	3.5	%	4.0	%	4.0	%	3.9	%

Additional Information by Reportable Operating Segment

Energy Operating Segment Results



	Three Months Ended								Six Months Ended
	December 25,		December 26,		Change				December 25,		December 26,		Change
(Dollars in thousands)	2015		2014		$		%		2015		2014		$		%
Gross revenue	$	48,040	$	43,289	$	4,751	11.0	%	$	88,246	$	81,921	$	6,325	7.7	%
Net service revenue	$	39,794	$	35,821	$	3,973	11.1	%	$	75,091	$	69,565	$	5,526	7.9	%
Segment profit	$	9,470	$	8,065	$	1,405	17.4	%	$	16,972	$	13,779	$	3,193	23.2	%

Gross revenue increased $4.8 million, or 11.0%, and $6.3 million, or 7.7%, for the three and six months ended December 25, 2015, compared to the same periods in the prior year. Organic gross revenue increased $4.2 million and $5.2 million while acquisitions provided $0.5 million and $1.1 million of gross revenue growth for the three and six months ended December 25, 2015, respectively, compared to the same periods in the prior year. The increase in organic gross revenue during the three and six months ended December 25, 2015 was primarily attributable to increased activity related to electric transmission and distribution services.

NSR increased $4.0 million, or 11.1%, and $5.5 million, or 7.9%, for the three and six months ended December 25, 2015, compared to the same periods in the prior year. Organic NSR increased $3.5 million and $4.6 million while acquisitions provided $0.4 million and $0.9 million of NSR growth for the three and six months ended December 25, 2015, respectively, compared to the same periods in the prior year. The increase in organic NSR during the three and six months ended December 25, 2015 was due to the same factors that led to the increase in gross revenue.

The Energy operating segment's profit increased $1.4 million, or 17.4%, and $3.2 million, or 23.2%, for the three and six months ended December 25, 2015, compared to the same periods in the prior year. Organic segment profit increased $1.5 million and $3.3 million while acquisitions accounted for $0.1 million and $0.1 million decreases in segment

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profit growth for the three and six months ended December 25, 2015, respectively, compared to the same periods in the prior year. The increase in organic segment profit for the three months ended December 25, 2015 was attributable to improved labor utilization as well as lower facility costs in the current year periods. As a percentage of NSR, the Energy operating segment's profit increased to 23.8% from 22.5% and to 22.6% from 19.8% for the three and six months ended December 25, 2015, compared to the same periods in the prior year.

Environmental Operating Segment Results



	Three Months Ended									Six Months Ended
	December 25,		December 26,		Change					December 25,		December 26,		Change
(Dollars in thousands)	2015		2014		$			%		2015		2014		$			%
Gross revenue	$	77,925	$	81,055	$	(3,130	)	(3.9	)%	$	155,256	$	149,249	$	6,007		4.0	%
Net service revenue	$	51,424	$	52,555	$	(1,131	)	(2.2	)%	$	104,474	$	100,211	$	4,263		4.3	%
Segment profit	$	9,548	$	10,152	$	(604	)	(5.9	)%	$	19,838	$	20,310	$	(472	)	(2.3	)%

Gross revenue decreased $3.1 million, or 3.9%, and increased $6.0 million, or 4.0%, for the three and six months ended December 25, 2015, compared to the same periods in the prior year. Organic gross revenue decreased $3.1 million and increased $3.1 million while acquisitions provided $0.0 million and $2.8 million of gross revenue growth for the three and six months ended December 25, 2015, respectively, compared to the same periods in the prior year. The decrease in organic gross revenue for the three months ended December 25, 2015 was due to the completion of a large pipeline permitting project that experienced high levels of activity and generated significant revenues in the comparable period of the prior year. The increase in organic gross revenue for the six months ended December 25, 2015 was due to increased demand for our remediation services, offset by the aforementioned completion of the large pipeline permitting project.

NSR decreased $1.1 million, or 2.2%, and increased $4.3 million, or 4.3%, for the three and six months ended December 25, 2015, compared to the same periods in the prior year. Organic NSR decreased $1.1 million and increased $2.1 million while acquisitions provided $0.0 million and $2.2 million of gross revenue growth for the three and six months ended December 25, 2015, respectively, compared to the same periods in the prior year. The changes in organic NSR were primarily due to the same factors that led to the changes in gross revenue.

The Environmental operating segment's profit decreased $0.6 million, or 5.9%, and $0.5 million, or 2.3%, for the three and six months ended December 25, 2015, compared to the same periods in the prior year. The segment profit decrease for the three and six months ended December 25, 2015 was all organic. The decrease in segment profit for the three months ended December 25, 2015 was attributable to the same factors that led to the decrease in NSR. The decrease in segment profit for the six months ended December 25, 2015 was attributable to lower labor utilization as well as unfavorable cost estimate adjustments on several large fixed priced projects. As a percentage of NSR, the Environmental operating segment's profit decreased to 18.6% from 19.3% and to 19.0% from 20.3% for the three and six months ended December 25, 2015, compared to the same periods in the prior year.

Infrastructure Operating Segment Results



	Three Months Ended								Six Months Ended
	December 25,		December 26,		Change				December 25,		December 26,		Change
(Dollars in thousands)	2015		2014		$		%		2015		2014		$		%
Gross revenue	$	22,306	$	17,929	$	4,377	24.4	%	$	42,644	$	35,293	$	7,351	20.8	%
Net service revenue	$	13,709	$	10,902	$	2,807	25.7	%	$	27,637	$	23,628	$	4,009	17.0	%
Segment profit	$	2,560	$	1,308	$	1,252	95.7	%	$	5,612	$	3,530	$	2,082	59.0	%

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Gross revenue increased $4.4 million, or 24.4%, and $7.4 million, or 20.8%, for the three and six months ended December 25, 2015, compared to the same periods in the prior year. The increase in gross revenue in the three and six months ended December 25, 2015 was primarily driven by increased transportation-related spending by our municipal and state clients.

NSR increased $2.8 million, or 25.7%, and $4.0 million, or 17.0%, for the three and six months ended December 25, 2015, compared to the same periods in the prior year. The increase in NSR was largely attributable to the same factors that led to the increase in gross revenue as well as well better performance on fixed price projects in the current year. During the prior year, we recorded project-related charges that increased project costs and decreased NSR.

The Infrastructure operating segment's profit increased $1.3 million, or 95.7%, and $2.1 million, or 59.0%, for the three and six months ended December 25, 2015, compared to the same periods in the prior year. The increase in the Infrastructure operating segment's profit during the six months ended December 25, 2015 was attributable to improved labor utilization as well as the aforementioned additional contract costs incurred in the prior year periods that did not recur to the same level in the current year. As a percentage of NSR, the Infrastructure operating segment's profit increased to 18.7% from 12.0% and to 20.3% from 14.9% for the three and six months ended December 25, 2015, compared to the same periods in the prior year.

Pipeline Services Operating Segment Results



	Three and Six Months Ended
(Dollars in thousands)	December 25, 2015
Gross revenue	$	8,017
Net service revenue	$	5,986
Segment loss	$	(1,161	)

Pipeline Services operating results were for the post-acquisition period from November 30, 2015 to December 25, 2015. During this four week period, Pipeline Services contributed $8.0 million in gross revenue, $6.0 million in NSR, and had segment loss of $1.2 million for the three and six months ended December 25, 2015. These operating results were impacted by non-cash purchase accounting adjustments and integration costs of approximately $0.6 million, primarily amortization expense. Operating results for the Pipeline segment is, in large part, dependent on field work and construction scheduling. During the month of December, revenue was lower because many of our clients' employees, as well as our own employees, do not work during those holidays or during inclement weather, resulting in fewer billable hours charged to projects and thus, lower revenue recognized.

Backlog by Operating Segment

As of December 25, 2015, our contract backlog based on gross revenue was $555 million, compared to $386 million as of December 26, 2014. Our contract backlog based on NSR was $343 million as of December 25, 2015, compared to $254 million as of December 26, 2014. Typically about 60% of backlog is completed in one year. In addition to this contract backlog, we hold open-order contracts from various commercial clients and government agencies. As work under these contracts is authorized and funded, we include this portion in our contract backlog. While most contracts contain cancellation provisions, we are unaware of any material work included in backlog that will be canceled or delayed.

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The following table sets forth the gross revenue and NSR contract backlog amounts of our operating segments at December 25, 2015 and December 26, 2014 (in millions):



	Gross Revenue Backlog									NSR Backlog
	December 25,		December 26,		Change					December 25,		December 26,		Change
(Dollars in millions)	2015		2014		$			%		2015		2014		$			%
Energy	$	160	$	94	$	66		70.2	%	$	88	$	85	$	3		3.5	%
Environmental	220		226		(6		)	(2.7	)%	125		126		(1		)	(0.8	)%
Infrastructure	135		66		69			104.5	%	100		43		57			132.6	%
Pipeline Services	40		—		40			N/A		30		—		$	30		N/A
Total	$	555	$	386	$	169		43.8	%	$	343	$	254	$	89		35.0	%

Revisions in Estimates

We have numerous contracts in progress at any time, all of which are at various stages of completion. Our recognition of profit is dependent upon the accuracy of a variety of estimates including engineering progress, materials quantities, achievement of milestones and other incentives, liquidated-damages provisions, labor productivity and cost estimates. Such estimates are based on various judgments we make with respect to those factors and can be difficult to accurately determine until the project is significantly underway. Due to uncertainties inherent in the estimation process, actual completion costs often vary from estimates. If estimated total costs on any contract indicate a loss, we charge the entire estimated loss to operations in the period the loss first becomes known. If actual costs exceed the original fixed contract price, recognition of any additional revenue will be pursuant to a change order, contract modification, or claim.

The following table summarizes the number of projects that experienced estimated contract profit revisions relating to the revaluation of work performed in prior periods:



		Three Months Ended						Six Months Ended
		December 25,			December 26,			December 25,			December 26,
(Dollars in thousands)		2015			2014			2015			2014
Number of projects		1,234			1,333			1,473			1,527
Net increase (reduction) in project profitability		$	(1,553	)	$	(827	)	$	(1,470	)	$	(2,404	)

Net increase (reduction) in project profitability by operating segment:
Energy		$	(954	)	$	(585	)	$	(156	)	$	(1,974	)
Environmental		(796		)	449			(1,124		)	571
Infrastructure		197			(691		)	(190		)	(1,001		)
	Total	$	(1,553	)	$	(827	)	$	(1,470	)	$	(2,404	)

Impact of Inflation

Our operations have not been materially affected by inflation or changing prices because most contracts of a longer term are subject to adjustment or have been priced to cover anticipated increases in labor and other costs, and the remaining contracts are short term in nature.

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Liquidity and Capital Resources

We primarily rely on cash from operations and financing activities, including borrowings under our revolving credit facility, to fund our operations. Our liquidity is assessed in terms of our overall ability to generate cash to fund our operating and investing activities and to service debt. We believe that our available cash, cash flows from operations and borrowing capacity under our credit facility, discussed under "Revolving Credit Facility and Term Loan" below, will be sufficient to fund our operations for at least the next twelve months.

The following table provides summarized information with respect to our cash balances and cash flows as of and for the six months ended December 25, 2015 and December 26, 2014 (in thousands):



	Six Months Ended
	December 25,			December 26,			Change
(Dollars in thousands)	2015			2014			$		%
Net cash provided by operating activities	$	13,436		$	1,206		$	12,230	1,014.1	%
Net cash used in investing activities	(123,118		)	(14,407		)	108,711		754.6	%
Net cash provided by (used in) financing activities	81,836			(1,118		)	82,954		7,419.9	%

As of December 25, 2015, cash and cash equivalents decreased by $27.8 million, or 74.7%, to $9.5 million, compared to the fiscal year ended June 30, 2015. This decline is primarily the result of cash on hand utilized for the acquisition of Pipeline Services from Willbros on November 30, 2015.

Net cash provided by operating activities increased by $12.2 million, or 1,014.1%, to $13.4 million for the six months ended December 25, 2015, compared to $1.2 million of cash provided for the same period of the prior year. The increase was attributable to the favorable timing of collections activity with respect to accounts receivable in the six months ended December 25, 2015 compared to the same period of the prior year. These favorable results are offset by higher cash payments made primarily with respect to income taxes, accounts payable and employee related compensation in the six months ended December 25, 2015 compared to the same period of the prior year.

Accounts receivable include both: (1) billed receivables associated with invoices submitted for work performed and (2) unbilled receivables (work in progress). The unbilled receivables are primarily related to work performed in the last month of the quarter. The efficiency of the billing and collection process is commonly evaluated as days sales outstanding ("DSO"), which we calculate by dividing accounts receivable by the most recent three-month average of daily gross revenue. DSO, which measures the collections turnover of both billed and unbilled receivables, decreased to 78 days as of December 25, 2015 from 83 days as of June 30, 2015, and decreased from 85 days when compared to December 26, 2014. Our goal is to maintain DSO at less than 80 days.

Net cash used in investing activities increased by $108.7 million, or 754.6%, to $123.1 million for the six months ended December 25, 2015, compared to $14.4 million of cash used for the same period of the prior year. The decrease is attributable to a $108.4 million increase in cash paid for acquisitions driven by the acquisition of Pipeline Services.

Net cash provided by financing activities increased by $83.0 million, or 7,419.9%, to $81.8 million for the six months ended December 25, 2015, compared to $1.1 million of cash used for the same period of the prior year. The increase is directly attributable to the debt incurred, net of issuance costs paid, for the acquisition of Pipeline Services.

Long-Term Debt

Revolving Credit Facility and Term Loan

See a discussion of our credit facility (the "Credit Agreement"), other notes payable and capital lease obligations in Note 9 - Long-Term Debt and Capital Lease Obligations, under Part I, Item 1, Notes to Condensed Consolidated Financial Statements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We do not currently utilize derivative financial instruments. We are exposed to interest rate risk under our New Credit Agreement. Amounts outstanding under the New Credit Agreement bear interest at the Base Rate (as defined, generally the prime rate) plus a margin of 0.50% to 1.25%, or at the Eurodollar Rate (as defined, generally the Libor rate) plus a margin of 1.50% to 2.25%, based on the Company's Leverage Ratio (as defined).

Borrowings at these rates under the Revolving Facility have no designated term and may be repaid without penalty any time prior to the maturity date. Borrowings outstanding under the Revolving Facility will mature on November 30, 2020. The Term Loan amortizes in quarterly installments payable on the last day of each March, June, September, and December, commencing on March 31, 2016 in amounts equal to 1.875% of the term loan made or outstanding, with the balance payable on the November 30, 2020 Term Loan Maturity Date.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company has evaluated, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the effectiveness of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 25, 2015. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of December 25, 2015.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during the Company's quarter ended December 25, 2015 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings

See Legal Matters in Note 13 - Commitments and Contingencies, under Part I, Item 1, Financial Information.

Item 1A. Risk Factors

No material changes.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits



2.1	Amended and Restated Securities Purchase Agreement dated as of November 30, 2015, by and among TRC Solutions, Inc., as purchaser, TRC Companies, Inc., Willbros United States Holdings, Inc., as seller, and Willbros Group, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2015)

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		TRC COMPANIES, INC.

February 3, 2016	By:	/s/ Thomas W. Bennet, Jr.

		Thomas W. Bennet, Jr.
		Senior Vice President and Chief Financial Officer
		(Duly Authorized Officer, Principal Financial Officer and Principal Accounting Officer)

TRC COMPANIES INC /DE/ - FORM 10-Q - February 3, 2016

Attached files

TRC COMPANIES INC /DE/ Reports