<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended June 30, 1995
Commission file number 1-5170
TRC COMPANIES, INC. 401(K) RETIREMENT AND SAVINGS PLAN
------------------------------------------------------
(Full title of the plan)
TRC COMPANIES, INC.
-------------------
(Name of issuer of securities held pursuant to the plan)
5 Waterside Crossing
Windsor, Connecticut 06095
--------------------------
(Address of principal executive offices)
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<PAGE>
TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN
TABLE OF CONTENTS
PAGE
----
FINANCIAL STATEMENTS:
Report of Independent Accountants....................................... 3
Statement of Net Assets Available for Plan Benefits at
June 30, 1995 and 1994............................................... 4
Statement of Changes in Net Assets Available for Plan Benefits for the
Years Ended June 30, 1995 and 1994................................... 5
Notes to Financial Statements........................................... 6
ADDITIONAL INFORMATION: *
Schedule of Assets Held for Investment Purposes at
June 30, 1995 (Schedule I)........................................... 12
Schedule of Reportable Transactions for the Year Ended
June 30, 1995 (Schedule II).......................................... 13
EXHIBITS:
Consent of Independent Accountants...................................... 14
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
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<PAGE>
Report of Independent Accountants
To the Participants and Administrator
of TRC Companies, Inc.
401(k) Retirement and Savings Plan
In our opinion, the accompanying statements of net assets available for plan
benefits, and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
benefits of the TRC Companies, Inc. 401(k) Retirement and Savings Plan at
June 30, 1995 and 1994, and the changes in net assets available for benefits for
the years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Schedules I
and II is presented for purposes of additional analysis and is not a required
part of the basic financial statements but is additional information required by
ERISA. Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PRICE WATERHOUSE LLP
Hartford, Connecticut
December 15, 1995
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<PAGE>
TRC COMPANIES, INC. 401(K) RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
June 30,
Investments, at fair value: 1995 1994
---------- ----------
<S> <C> <C>
Shares of registered investment
companies (mutual funds) offered
by Wells Fargo Bank, N.A.
as Trustee:
Money Market Fund $ 1,087,045 $ 734,445
International Equity Fund 1,397,156 1,266,966
Asset Allocation Fund 2,514,241 1,994,198
Growth Stock Fund 3,050,132 2,178,141
S&P 500 Stock Fund 2,605,687 1,950,096
U.S. Treasury Allocation Fund 907,002 854,945
------------ -----------
11,561,263 8,978,791
------------ -----------
TRC Stock Fund 971,728 336,921
Employee Loan Fund 274,553 263,665
Other Investments 89,820 119,760
------------ ------------
Net assets available for Plan benefits $ 12,897,364 $ 9,699,137
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements
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<PAGE>
TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Year Ended June 30,
1995 1994
------------- ------------
<S> <C> <C>
Additions to net assets:
Contributions:
Employees $ 1,490,055 $ 1,500,108
Employer match 544,225 547,209
------------ -----------
2,034,280 2,407,317
------------ -----------
Rollovers:
Transfer of assets from the Raymond Keyes Associates,
Inc. 401(k) Plan --- 508,944
Transfer of assets from the North American Weather
Consultants Employees' Profit Sharing Plan --- 470,442
Individuals 568,263 300,877
------------ -----------
568,263 1,280,263
------------ -----------
2,602,543 3,327,580
------------ -----------
Investment income:
Net realized and unrealized appreciation (depreciation) in
market value of investments 1,400,883 (145,367)
Interest and dividend income 354,763 316,833
------------ -----------
Total additions 1,755,646 171,466
------------ -----------
4,358,189 3,499,046
------------ -----------
Deductions from net assets:
Benefits paid to participants 1,157,150 1,245,752
Administrative fees and expenses 2,812 642
------------ ------------
1,159,962 1,246,394
------------ ------------
Net increase during year 3,198,227 2,252,652
Net assets available for Plan benefits:
Beginning of year 9,699,137 7,446,485
------------- ------------
End of year $ 12,897,364 $ 9,699,137
------------- ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the TRC Companies, Inc. (the "Company") 401(k)
Retirement and Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
General
- -------
The Plan is a defined contribution plan covering substantially all full-time
employees of the Company and its subsidiaries who have completed ninety days of
service. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
On August 6, 1993, the Company's Board of Directors appointed Wells Fargo Bank,
N.A. as Trustee for the Plan, effective on October 4, 1993 when all assets of
the Plan were transferred from The Putnum Companies, the previous Trustee, to
Wells Fargo Bank, N.A. In addition to offering investment funds comparable to
those previously offered by The Putnum Companies, a fund consisting of the
Company's common stock was established.
Contributions
- -------------
Generally, participants may contribute up to 15% of their base salary subject to
certain limitations established by government regulations. Participants may also
contribute amounts representing distributions from other qualified plans. On the
first 6% contributed, the Company may provide a matching contribution. The
amount of the matching contribution is determined annually by the Compensation
Committee of the Company's Board of Directors based upon operating performance.
For the years ended June 30, 1995 and 1994, the Company's matching contributions
were equal to $.50 for each $1.00 contributed by the participants. Fifty percent
of the Company's matching contributions were invested in the TRC Stock Fund,
with remaining matching contributions invested as the participants direct.
Participant Accounts
- --------------------
Each participant's account is credited with the participant's contribution, the
Company's matching contribution, forfeitures of terminated participants'
nonvested accounts and Plan earnings. Allocations are based upon participant
earnings or account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account.
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<PAGE>
Vesting
- -------
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's matching contributions and actual earnings
thereon is based upon years of continuous service. A participant is fully vested
after four years of credited service.
Investment Options
- ------------------
Upon enrollment in the Plan, participants may direct contributions into mutual
funds offered by Wells Fargo Bank, N.A. or into the TRC Stock Fund.
Payment of Benefits
- -------------------
If a participant's employment terminates before their account balances become
fully vested, the nonvested portion of their account is forfeited and
proportionately redistributed annually to remaining Plan participants. For the
year ended June 30, 1995, forfeitures of $155,192 were redistributed. In the
event of death or permanent disability, the participant or beneficiary becomes
fully vested in their account balances.
Because of the tax deferred status of the Plan, participants generally may not
withdraw, without incurring additional taxes and penalties, amounts from the
Plan until retirement, death, permanent disability or termination of employment
if such occurs prior to age 59-1/2. All distributions from the Plan are made in
a lump sum.
Loans and Other In-Service Withdrawals
- --------------------------------------
A participant may obtain a loan from the Plan repayable over one to ten years,
at an interest rate of 1% over the prime interest rate offered by the Trustee.
The amount of any loan is limited by government regulations to a portion of the
participant's vested account balance. A participant may qualify for an in-
service withdrawal. Such withdrawals are limited to a portion of their vested
account balance and are generally subject to taxes and penalty.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The significant accounting and reporting policies followed by the Plan are
summarized as follows:
Method of Accounting
- --------------------
The financial statements of the Plan are prepared on the accrual basis of
accounting.
Investments
- -----------
Investments of the Plan are stated at fair value, primarily by reference to
published market data. Employee loans are stated at cost which approximates
fair value.
-7-
<PAGE>
Payment of Benefits
- -------------------
Benefits to participants are recorded when paid.
Administrative Expenses
- -----------------------
Generally, all fees and expenses related to the administration of the Plan are
paid by the Company or its subsidiaries. Participants with loans from the Plan
are charged a monthly loan administrative fee.
NOTE 3 - TAX STATUS OF THE PLAN
On October 5, 1994 the Plan received a favorable determination letter from the
Internal Revenue Service that the Plan, as amended, qualified under Sections
401(a) and (k) of the Internal Revenue Code and is, therefore, exempt from
federal income taxes.
NOTE 4 - PLAN TERMINATION
Although it has not expressed any interest to do so, the Company has the right
to discontinue contributions or terminate the Plan at any time. In the event of
Plan termination, participants will become fully vested in their account
balances.
NOTE 5 - OTHER INVESTMENTS
In connection with the transfer of assets into the Plan from the North American
Weather Consultants Employees' Profit Plan, 11,976 shares of the Company's
common stock were included. These shares were issued by the Company in
connection with the October 30, 1992 purchase of the outstanding capital stock
of North American Weather Consultants, and are being held for the benefit of
certain Plan participants. These shares are restricted under Rule 144 of the
Securities Act of 1933 until October 30, 1995.
NOTE 6 - INVESTMENTS COMPRISING 5% OR MORE OF PLAN ASSETS
Plan investments managed by Wells Fargo Bank, N.A., the Trustee, that represent
5% or more of the Plan's net assets at June 30, 1995 are as follows:
<TABLE>
<S> <C>
Money Market Fund $ 1,087,045
International Equity Fund 1,397,156
Asset Allocation Fund 2,514,241
Growth Stock Fund 3,050,132
S&P 500 Stock Fund 2,605,687
U.S. Treasury Allocation Fund 907,002
TRC Stock Fund 971,728
------------
$12,532,991
------------
</TABLE>
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<PAGE>
NOTE 7 - NET ASSETS AVAILABLE FOR PLAN BENEFITS
The net assets available for Plan benefits applicable to each investment fund at
June 30, 1995 and the changes in net assets for the year then ended are as
follows:
<TABLE>
<CAPTION>
Inter- U.S.
Money national Asset Growth S&P 500 Treasury
Market Equity Allocation Stock Stock Allocation
Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for
Plan benefits at
June 30, 1994 $ 734,445 $1,266,966 $1,994,198 $2,178,141 $1,950,096 $ 854,945
Contributions:
Employees/Employer Match 198,592 234,057 333,558 396,273 394,896 140,197
Rollovers 38,070 95,628 114,728 132,237 125,781 25,798
Net realized and
unrealized appreciation
(depreciation) in market
value of investments -- (878) 308,706 822,710 422,410 32,599
Interest and dividend
income 60,606 -- 126,755 15,639 73,131 56,775
Benefits paid to
participants (199,762) (95,736) (207,574) (204,227) (234,924) (131,141)
Administrative fees and
expenses (1,015) (259) (367) (508) (460) (164)
Transfers (to) from other
funds 256,109 (102,622) (155,763) (290,133) (125,243) (72,007)
--------- --------- --------- --------- --------- --------
Net assets available for
Plan benefits at
June 30, 1995 $1,087,045 $1,397,156 $2,514,241 $3,050,132 $2,605,687 $ 907,002
========= ========= ========= ========= ========= ========
</TABLE>
<TABLE>
<CAPTION>
TRC Stock Fund
-------------------------
Non- Employee
Participant Participant Other Loan
Directed Directed Investments Fund Total
----------- ----------- ----------- --------- ----------
<S> <C> <C> <C> <C> <C>
Net assets available for
Plan benefits at
June 30, 1994 $ 157,748 $ 179,173 $ 119,760 $ 263,665 $ 9,699,137
Contributions:
Employees/Employer Match 64,594 272,113 -- -- 2,034,280
Rollovers 36,021 -- -- -- 568,263
Net realized and
unrealized appreciation
(depreciation) in market
value of investments (61,212) (93,512) (29,940) -- 1,400,883
Interest and dividend
income -- -- -- 21,857 354,763
Benefits paid to
participants (14,101) (29,157) -- (40,528) (1,157,150)
Administrative fees and expenses (39) -- -- -- (2,812)
Transfers (to) from other funds 406,881 53,219 -- 29,559 --
--------- -------- -------- -------- -------------
Net assets available for
Plan benefits at June 30, 1995 $ 389,892 $ 381,836 $ 89,820 $ 274,553 $ 12,897,364
========= ======== ======== ======== =============
</TABLE>
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<PAGE>
The net assets available for Plan benefits applicable to each investment fund at
June 30, 1994 and the changes in net assets for the year then ended are as
follows:
<TABLE>
<CAPTION>
Inter- U.S.
Money national Asset Growth S&P 500 Treasury
Market Equity Allocation Stock Stock Allocation
Fund Fund Fund Fund Fund Fund
-------- --------- ----------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net assets available for Plan benefits at
June 30, 1993 $ -- $ -- $ -- $ -- $ -- $ --
Contributions:
Employees/Employer Match 111,907 172,130 356,001 343,564 329,223 150,188
Rollovers 356,646 81,724 71,223 39,949 55,218 30,775
net realized and unrealized appreciation
(depreciation) in market value of investments -- 70,025 (178,324) (208,929) (60,921) (148,210)
Interest and dividend income 18,733 -- 63,499 51,751 37,046 70,420
Benefits paid to participants (31,280) (80,932) (125,795) (179,274) (214,752) (128,755)
Administrative fees and expenses (62) (88) (101) (154) (149) (83)
Transfer (to) from other funds (653,385) (58,712) 1,807,695 607,583 (1,435,503) (489,688)
Transfer of Plan's net assets from The
Putman Companies 931,886 1,082,819 -- 1,523,651 3,239,934 1,370,298
----------- ---------- ---------- ---------- ---------- ----------
Net assets available for Plan benefits at
June 30, 1994 $ 734,445 $ 1,266,966 $ 1,994,198 $ 2,178,141 $ 1,950,096 $ 854,945
========== ========== ========== ========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
TRC Stock Fund
--------------------------
Non- Employee
Participant Participant Other Loan
Directed Directed Investments Fund Total
----------- ------------ ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Net assets available for Plan benefits at
June 30, 1993 $ -- $ -- $ -- $ -- $ --
Contributions:
Employees/Employer Match 50,624 207,227 -- -- 1,720,864
Rollovers 4,037 -- 121,257 6,086 766,915
Net realized and unrealized appreciation
(depreciation) in market value of investments 47,994 (13,852) (1,497) -- (493,714)
Interest and dividend income -- -- -- 12,444 253,893
Benefits paid to participants (53,890) (8,235) -- (17,482) (840,395)
Administrative fees and expenses (5) -- -- -- (642)
Transfer (to) from other funds 108,988 (5,967) -- 118,989 --
Transfer of Plan's net assets from The
Putman Companies -- -- -- 143,628 8,292,216
---------- ---------- ---------- ---------- -----------
Net assets available for Plan benefits at
June 30, 1994 $ 157,748 $ 179,173 $ 119,760 $ 263,665 $ 9,699,137
========== ========= ========= ========= ===========
</TABLE>
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<PAGE>
The net assets available for plan benefits applicable to each investment fund
managed by The Putnam Companies, as Trustee, at June 30, 1994 and 1993 and the
changes in net assets for the year ended June 30, 1994 are as follows:
<TABLE>
<CAPTION>
OTC
Daily U.S. Gov't Fund for Emerging Global Employee
Dividend Income Growth & Growth Growth Loan
Trust Trust Fund Fund Fund Fund Total
----------- ----------- ----------- ------------ ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assests available for Plan
benefits at June 30, 1993 $ 942,100 $ 1,317,303 $ 2,887,757 $ 1,256,376 $ 910,514 $ 132,435 $ 7,446,485
Contributions:
Employees/Employer Match 14,902 75,727 122,163 63,301 50,360 -- 326,453
Rollovers 499,140 -- 2,611 977 816 9,804 513,348
Net realized and unrealized
appreciation (depreciation) in
market value of investments -- (13,730) 91,623 191,444 79,010 -- 348,347
Interest and dividend income 7,409 24,966 27,239 -- -- 3,326 62,940
Benefits paid to participants (93,661) (91,729) (103,837) (74,178) (40,277) (1,675) (405,357)
Loans to participants -- (7,822) (9,037) (4,902) (1,739) 23,500 --
Loan repayments 2,923 3,642 8,428 3,032 2,411 (20,436) --
Transfers (to) from other funds (440,927) 61,942 212,987 87,601 81,723 (3,326) --
Transfer of net assets to
successor trustee (931,886) (1,370,299) (3,239,934) (1,523,651) (1,082,818) (143,628) (8,292,216)
----------- ---------- ----------- ---------- ----------- -------- -----------
Net assets available for Plan
benefits at June 30, 1994 $ -- $ -- $ -- $ -- $ -- $ -- $ --
=========== ========== =========== ========== =========== ======== ===========
</TABLE>
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<PAGE>
SCHEDULE I
TRC COMPANIES, INC. 401(K) RETIREMENT AND SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT JUNE 30, 1995
<TABLE>
<CAPTION>
Identity of
Party Description Number Market
Involved of Asset of Units Cost Value
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Wells Fargo Bank, N.A. Money Market Fund 1,087,045 $ 1,087,045 $ 1,087,045
Wells Fargo Bank, N.A. International Equity Fund 113,038 1,343,167 1,397,156
Wells Fargo Bank, N.A. Asset Allocation Fund 231,301 2,361,514 2,514,241
Wells Fargo Bank, N.A. Growth Stock Fund 217,556 2,411,093 3,050,132
Wells Fargo Bank, N.A. S&P 500 Stock Fund 216,240 2,271,033 2,605,687
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 97,214 948,090 907,002
Wells Fargo Bank, N.A. TRC Stock Fund 137,250 1,134,225 971,728
Wells Fargo Bank, N.A. Other Investments (TRC
Companies, Inc. common
Stock) 11,976 121,257 89,820
Wells Fargo Bank, N.A. Employee Loan Fund, bearing
interest at 7.0% to 10.4%
repayable over one to ten years 274,553 274,553
------------- -----------
$11,951,977 $12,897,364
------------- -----------
</TABLE>
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<PAGE>
SCHEDULE II
TRC COMPANIES, INC. 401(K) RETIREMENT AND SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1995
Transactions with the same person or the same issue aggregating 5% or more of
the current value of Plan assets as of the beginning of the year:
<TABLE>
<CAPTION>
PURCHASE TRANSACTIONS:
Identity of Party Number Purchase
Involved Description of Asset of Units Price
- ---------------------- -------------------------- ------------ --------------
<S> <C> <C> <C>
Wells Fargo Bank, N.A. Money Market Fund 58 $1,326,360
Wells Fargo Bank, N.A. International Equity Fund 70 441,081
Wells Fargo Bank, N.A. Asset Allocation Fund 60 563,847
Wells Fargo Bank, N.A. Growth Stock Fund 67 761,905
Wells Fargo Bank, N.A. S&P 500 Stock Fund 63 648,617
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 51 422,594
Wells Fargo Bank, N.A. TRC Stock Fund 50 866,771
<CAPTION>
SALES TRANSACTIONS:
Identity of Party Number Cost of Sales Realized
Involved Description of Asset of Units Assets Price Gain/(Loss)
- ---------------------- --------------------------- ---------- -------- -------- -------------
<S> <C> <C> <C> <C> <C>
Wells Fargo Bank, N.A. Money Market Fund 58 $962,654 $962,654 $ --
Wells Fargo Bank, N.A. International Equity Fund 61 299,470 310,013 10,543
Wells Fargo Bank, N.A. Asset Allocation Fund 72 363,889 352,410 (11,479)
Wells Fargo Bank, N.A. Growth Stock Fund 75 726,383 712,624 (13,759)
Wells Fargo Bank, N.A. S&P 500 Stock Fund 83 407,416 415,437 8,021
Wells Fargo Bank, N.A. U.S. Treasury Allocation Fund 60 447,690 402,524 (45,166)
Wells Fargo Bank, N.A. TRC Stock Fund 84 87,359 77,239 (10,120)
</TABLE>
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<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-70662) of TRC Companies, Inc. of our report dated
December 15, 1995 appearing on page 3 of the Annual Report of the TRC Companies,
Inc. 401(k) Retirement and Savings Plan on Form 11-K for the year ended June 30,
1995. We also consent to the reference to us under the caption "Experts" in
such Registration Statement.
PRICE WATERHOUSE LLP
Hartford, Connecticut
December 20, 1995
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<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1993, the
Trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
TRC COMPANIES, INC. 401(k)
RETIREMENT AND SAVINGS PLAN
By /s/ Harold C. Elston, Jr.
-------------------------------
Harold C. Elston, Jr.
Vice President and Treasurer
December 22, 1995
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