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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, 1996
Commission file number 1-5170
TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN
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(Full title of the plan)
TRC COMPANIES, INC.
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(Name of issuer of securities held pursuant to the plan)
5 Waterside Crossing
Windsor, Connecticut 06095
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(Address of principal executive offices)
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TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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FINANCIAL STATEMENTS:
<S> <C>
Report of Independent Accountants.................................. 3
Statement of Net Assets Available for Benefits at
June 30, 1996 and 1995....................................... 4
Statement of Changes in Net Assets Available for Benefits for the
Years Ended June 30, 1996 and 1995........................... 5
Notes to Financial Statements...................................... 6
ADDITIONAL INFORMATION:*
Schedule of Assets Held for Investment Purposes at
June 30, 1996 (Schedule I)................................... 12
Schedule of Reportable Transactions for the Year Ended
June 30, 1996 (Schedule II).................................. 13
EXHIBITS:
Consent of Independent Accountants................................. 14
</TABLE>
* Other schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA have been omitted
because they are not applicable.
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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
benefits, and the related statements of changes in net assets available for
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, 1996 and 1995, 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 audits were performed 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 are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements take as a whole.
PRICE WATERHOUSE LLP
Hartford, Connecticut
December 19, 1996
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TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
June 30,
Investments, at fair value: 1996 1995
------------ -----------
<S> <C> <C>
Shares of registered investment
companies (mutual funds) offered by
Barclays Global Investors, as Trustee:
Money Market Fund $ 884,985 $ 1,087,045
International Equity Fund 1,518,863 1,397,156
Asset Allocation Fund 2,463,403 2,514,241
Growth Stock Fund 3,645,549 3,050,132
S&P 500 Stock Fund 3,292,175 2,605,687
U.S. Treasury Allocation Fund 901,192 907,002
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12,706,167 11,561,263
TRC Stock Fund 1,206,720 971,728
Employee Loan Fund 436,338 274,553
Other Investments - 89,820
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Net assets available for benefits $14,349,225 $12,897,364
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</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 BENEFITS
<TABLE>
<CAPTION>
Year Ended June 30,
1996 1995
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<S> <C> <C>
Additions to net assets:
Contributions:
Employees $ 1,459,147 $ 1,490,055
Employer match 523,860 544,225
Rollovers 23,591 568,263
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2,006,598 2,602,543
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Investment income:
Net realized and unrealized appreciation in
market value of investments 1,185,325 1,400,883
Interest and dividend income 652,885 354,763
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1,838,210 1,755,646
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Total additions 3,844,808 4,358,189
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Deductions from net assets:
Benefits paid to participants 2,388,279 1,157,150
Administrative fees and expenses 4,668 2,812
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2,392,947 1,159,962
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Net increase during year 1,451,861 3,198,227
Net assets at beginning of year 12,897,364 9,699,137
----------- -----------
Net assets at end of year $14,349,225 $12,897,364
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</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
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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"), as amended.
Contributions
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Generally, participants may contribute up to 15% of their base salary subject to
certain limitations established by the Internal Revenue Code. Participants may
also contribute amounts representing distributions from other qualified plans.
On the first 6% of base salary 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, 1996 and 1995, the Company's
matching contributions were equal to $.50 for each $1.00 contributed by the
participants. For the year ended June 30, 1996, the Company's matching
contributions were invested in the TRC Stock Fund. For the year ended June 30,
1995, 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
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Each participant's account is credited with the participant's contribution, the
Company's matching contribution, and allocations of forfeitures of terminated
participants' nonvested accounts and Plan earnings. Allocations are based upon
participant earnings or account balances.
Vesting
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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.
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Investment Options
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Upon enrollment in the Plan, participants may direct contributions into mutual
funds offered by Barclays Global Investors or into the TRC Stock Fund.
Participants may change their investment options at any time.
Payment of Benefits
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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, 1996, forfeitures of $62,932 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 within a reasonable
period of time and at a reasonable rate of interest. 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
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The financial statements of the Plan are prepared in accordance with generally
accepted accounting principles.
Investments
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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. Realized and unrealized gains and losses are calculated based upon
revalued cost in accordance with ERISA. Under this method, revalued cost equals
current value at the beginning of the year or acquisition cost if acquired
during the year.
Payment of Benefits
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Benefits to participants are recorded when paid.
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Administrative Expenses
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Generally, all fees and expenses related to the administration of the Plan are
paid by the Company or its subsidiaries. Participants exceeding the allowable
number of investment changes and participants with loans from the Plan are
charged administrative fees.
NOTE 3 - TAX STATUS OF THE PLAN
The Internal Revenue Service has determined and informed the Company by letter
dated October 5, 1994, that the Plan is designed in accordance with applicable
sections of the Internal Revenue Code. Accordingly, no provision for income
taxes has been included in the Plan's financial statements.
NOTE 4 - PLAN TERMINATION
Although it has not expressed any interest to do so, the Company has the right
to discontinue contributions at any time and to terminate the Plan subject to
the provisions of ERISA. In the event of Plan termination, participants will
become fully vested in their accounts.
NOTE 5 - OTHER INVESTMENTS
In connection with the May 1994 transfer of assets into the Plan from the North
American Weather Consultants Employees' Profit Sharing Plan, 11,976 shares of
the Company's common stock were included. These shares were issued by the
Company in connection with the October 1992 purchase of the outstanding capital
stock of North American Weather Consultants were held for the benefit of certain
Plan participants and restricted from sale under Rule 144 of the Securities
Act of 1933 until October 1995. In December 1995 the shares were sold and the
proceeds distributed to the accounts of the participants.
NOTE 6 - INVESTMENTS COMPRISING 5% OR MORE OF PLAN ASSETS
Plan investments managed by Barclays Global Investors, as Trustee, that
represent 5% or more of the Plan's assets at June 30, 1996 are as follows:
<TABLE>
<S> <C>
Money Market Fund $ 884,985
International Equity Fund 1,518,863
Asset Allocation Fund 2,463,403
Growth Stock Fund 3,645,549
S&P 500 Stock Fund 3,292,175
U.S. Treasury Allocation Fund 901,192
TRC Stock Fund 1,206,720
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$ 13,912,887
=============
</TABLE>
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NOTE 7 - NET ASSETS AVAILABLE FOR BENEFITS
The net assets available for benefits applicable to each investment fund at June
30, 1996 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 benefits at
June 30,1995 $ 1,087,045 $ 1,397,156 $ 2,514,241 $ 3,050,132 $ 2,605,687 $ 907,002
Contributions:
Employees/employer match 142,688 193,718 248,044 398,048 359,736 92,906
Rollovers 2,750 4,590 1,665 7,497 5,911 1,178
Net realized and unrealized
appreciation (depreciation) in
market value of investments - 177,672 241,704 500,796 568,462 (14,490)
Interest and dividend income 53,720 - 87,354 317,977 106,947 50,731
Benefits paid to participants (340,822) (240,123) (439,066) (770,117 (390,776) (75,639)
Administrative fees and expenses (1,553) (454) (588) (1,000) (790) (206)
Transfers (to) from other funds (58,843) (13,696) (189,951) 142,216 36,998 (60,290)
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for benefits at
June 30, 1996 $ 884,985 $ 1,518,863 $ 2,463,403 $ 3,645,549 $ 3,292,175 $ 901,192
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
<TABLE>
<CAPTION>
TRC Stock Fund
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Non- Employee
Participant Participant Other Loan
Directed Directed Investments Fund Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits at
June 30,1995 $ 589,892 $ 381,836 $ 89,820 $ 274,553 $ 12,897,364
Contributions:
Employees/employer match 34,574 513,293 - - 1,983,007
Rollovers - - - - 23,591
Net realized and unrealized
appreciation (depreciation) in
market value of investments (131,685) (140,842) (16,292) - 1,185,325
Interest and dividend income - - - 36,156 652,885
Benefits paid to participants (24,762) (59,861) - (47,113) (2,388,279)
Administrative fees and expenses (75) (2) - - (4,668)
Transfers (to) from other funds 11,688 32,664 (73,528) 172,742 -
------------ ------------ ------------ ------------ ------------
Net assets available for benefits at
June 30, 1996 $ 479,632 $ 727,088 $ - $ 436,338 $ 14,349,225
------------ ------------ ------------ ------------ ------------
</TABLE>
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<PAGE>
The net assets available for 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 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 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
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Non- Employee
Participant Participant Other Loan
Directed Directed Investments Fund Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets available for 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 benefits at
June 30, 1995 $ 589,892 $ 381,836 $ 89,820 $ 274,553 $ 12,897,364
------------ ------------ ------------ ------------ ------------
</TABLE>
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<PAGE>
NOTE 8 - SUBSEQUENT EVENT/PLAN AMENDMENT
Beginning October 1, 1996, the Plan was amended to allow participants to direct
employer matching contributions.
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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, 1996
<TABLE>
<CAPTION>
Identity of Party Number Historical Market
Involved Description of Asset of Units Cost Value
- ----------------------------- ------------------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Barclays Global Investors Money Market Fund 884,985 $ 884,985 $ 884,985
Barclays Global Investors International Equity Fund 108,879 1,324,058 1,518,863
Barclays Global Investors Asset Allocation Fund 205,970 2,158,635 2,463,403
Barclays Global Investors Growth Stock Fund 224,618 2,732,725 3,645,549
Barclays Global Investors S&P 500 Stock Fund 225,029 2,493,210 3,292,175
Barclays Global Investors TRC Stock Fund 98,383 949,399 901,192
Barclays Global Investors Employee Loan Fund, bearing 219,404 1,604,063 1,206,720
interest at 7.0% to 10.0%
repayable over one to ten years 436,338 436,338
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$ 12,583,413 $ 14,349,225
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</TABLE>
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SCHEDULE II
TRC COMPANIES, INC. 401(k) RETIREMENT AND SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1996
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:
Purchase Transactions:
<TABLE>
<CAPTION>
Identity of Party Number Purchase
Involved Description of Asset of Units Price
- ------------------------------------ ---------------------------------- ------------ ------------------
<S> <C> <C> <C>
Barclays Global Investors Money Market Fund 46 $ 406,027
Barclays Global Investors International Equity Fund 63 348,878
Barclays Global Investors Asset Allocation Fund 63 579,361
Barclays Global Investors Growth Stock Fund 82 1,025,170
Barclays Global Investors S&P 500 Stock Fund 71 624,580
Barclays Global Investors TRC Stock Fund 42 672,292
</TABLE>
Sales Transactions:
<TABLE>
<CAPTION>
Identity of Party Number Historical Sales Realized
Involved Description of Asset of Units Cost Price Gain/(Loss)
- -------------------------------- -------------------------------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Barclays Global Investors Money Market Fund 70 $ 652,142 $652,142 $ -
Barclays Global Investors International Equity Fund 78 367,987 404,843 36,856
Barclays Global Investors Asset Allocation Fund 75 782,240 871,903 89,663
Barclays Global Investors Growth Stock Fund 86 703,538 930,550 227,012
Barclays Global Investors S&P 500 Stock Fund 81 402,403 506,552 104,149
Barclays Global Investors TRC Stock Fund 80 202,454 164,773 (37,681)
</TABLE>
The purchase and selling price for each reportable transaction represents its
current value at the time of acquisition or disposition. Gains and losses are
calculated based upon historical cost whereas gains and losses in the
financial statements are calculated based upon revalued cost in accordance
with ERISA, see Note 2.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-70662) of our report dated December 19, 1996
appearing on page 3 of the TRC Companies, Inc. 401(k) Retirement and Savings
Plan's Annual Report on Form 11-K for the year ended June 30, 1996. We also
consent to the reference to us under the caption "Experts" in such Registration
Statement.
PRICE WATERHOUSE LLP
Hartford, Connecticut
December 20, 1996
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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.
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Harold C. Elston, Jr.
Vice President and Treasurer
December 20, 1996
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