TRC COMPANIES INC /DE/, 10-Q filed on 2/2/2017
Quarterly Report
Document and Entity Information
6 Months Ended
Dec. 30, 2016
Jan. 20, 2017
Document and Entity Information [Abstract]
 
 
Entity Registrant Name
TRC COMPANIES INC /DE/  
 
Entity Central Index Key
0000103096 
 
Current Fiscal Year End Date
--06-30 
 
Entity Filer Category
Accelerated Filer 
 
Document Type
10-Q 
 
Document Period End Date
Dec. 30, 2016 
 
Document Fiscal Year Focus
2017 
 
Document Fiscal Period Focus
Q2 
 
Amendment Flag
false 
 
Entity Common Stock, Shares Outstanding
 
31,594,685 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Dec. 30, 2016
Dec. 25, 2015
Income Statement [Abstract]
 
 
 
 
Gross revenue
$ 198,662 
$ 157,743 
$ 379,513 
$ 293,202 
Less subcontractor costs and other direct reimbursable charges
71,306 
46,361 
127,852 
81,657 
Net service revenue
127,356 
111,382 
251,661 
211,545 
Interest income from contractual arrangements
62 
27 
96 
42 
Insurance recoverables and other income
644 
1,031 
1,281 
1,773 
Operating costs and expenses:
 
 
 
 
Cost of services (exclusive of costs shown separately below)
105,613 
93,676 
209,289 
176,660 
General and administrative expenses
11,042 
8,046 
21,881 
15,167 
Acquisition and integration expenses
1,240 
2,118 
Depreciation
1,754 
1,704 
3,542 
3,128 
Amortization
2,617 
1,076 
5,333 
1,916 
Total operating costs and expenses
121,026 
105,742 
240,045 
198,989 
Operating income
7,036 
6,698 
12,993 
14,371 
Interest income
286 
137 
564 
137 
Interest expense
(841)
(461)
(1,686)
(489)
Income from operations before taxes
6,481 
6,374 
11,871 
14,019 
Income tax provision
(2,473)
(2,439)
(4,204)
(5,596)
Net income
4,008 
3,935 
7,667 
8,423 
Net (income) loss applicable to noncontrolling interest
(10)
(30)
Net income applicable to TRC Companies, Inc.
$ 3,998 
$ 3,937 
$ 7,637 
$ 8,429 
Basic earnings per common share (in dollars per share)
$ 0.13 
$ 0.13 
$ 0.24 
$ 0.27 
Diluted earnings per common share (in dollars per share)
$ 0.13 
$ 0.13 
$ 0.24 
$ 0.27 
Weighted-average common shares outstanding:
 
 
 
 
Basic (shares)
31,451 
30,968 
31,300 
30,805 
Diluted (shares)
31,966 
31,369 
31,783 
31,347 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Dec. 30, 2016
Dec. 25, 2015
Net income
$ 4,008 
$ 3,935 
$ 7,667 
$ 8,423 
Other comprehensive (loss) income
 
 
 
 
Unrealized (loss) gain on available-for-sale securities
(48)
(11)
(92)
(23)
Tax effect on unrealized (loss) gain on available-for-sale securities
18 
35 
10 
Reclassification for loss (gain) on available-for-sale securities included in net income
30 
Tax effect on realized (gain) loss on available-for-sale securities
(2)
(12)
Total other comprehensive (loss) income
(30)
(3)
(57)
Comprehensive income
3,978 
3,932 
7,610 
8,428 
Comprehensive (income) loss attributable to noncontrolling interests
(10)
(30)
Comprehensive income attributable to TRC Companies, Inc.
$ 3,968 
$ 3,934 
$ 7,580 
$ 8,434 
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Dec. 30, 2016
Jun. 30, 2016
Current assets:
 
 
Cash and cash equivalents
$ 26,733 
$ 18,804 
Restricted cash
43 
71 
Accounts receivable, less allowance for doubtful accounts
174,215 
149,280 
Insurance recoverable - environmental remediation
49,066 
49,934 
Restricted investments
5,767 
5,959 
Income taxes refundable
75 
Prepaid expenses and other current assets
21,798 
24,122 
Total current assets
277,622 
248,245 
Property and equipment
76,120 
74,053 
Less accumulated depreciation and amortization
(54,600)
(51,593)
Property and equipment, net
21,520 
22,460 
Goodwill
75,337 
75,337 
Intangible assets, net
40,636 
45,969 
Deferred income tax assets
26,377 
26,239 
Long-term restricted investments
17,441 
18,420 
Long-term prepaid insurance
22,367 
23,425 
Other assets
14,540 
18,383 
Total assets
495,840 
478,478 
Current liabilities:
 
 
Current portion of long-term debt
13,963 
18,339 
Accounts payable
51,455 
29,311 
Accrued compensation and benefits
45,398 
48,485 
Deferred revenue
15,890 
15,363 
Environmental remediation liabilities
8,644 
8,654 
Income taxes payable
785 
265 
Other accrued liabilities
59,796 
58,026 
Total current liabilities
195,931 
178,443 
Non-current liabilities:
 
 
Long-term debt, net of current portion
74,101 
79,243 
Long-term income taxes payable
959 
2,204 
Deferred revenue
61,930 
65,340 
Environmental remediation liabilities
436 
433 
Total liabilities
333,357 
325,663 
Commitments and contingencies
   
   
Equity:
 
 
Common stock, $.10 par value; 40,000,000 shares authorized, 31,594,124 and 31,590,642 shares issued and outstanding, respectively, at December 30, 2016, and 31,087,084 and 31,083,602 shares issued and outstanding, respectively, at June 30, 2016
3,159 
3,109 
Additional paid-in capital
197,164 
195,156 
Accumulated deficit
(38,261)
(45,898)
Accumulated other comprehensive loss
(128)
(71)
Treasury stock, at cost
(33)
(33)
Total stockholders' equity applicable to TRC Companies, Inc.
161,901 
152,263 
Noncontrolling interest
582 
552 
Total equity
162,483 
152,815 
Total liabilities and equity
$ 495,840 
$ 478,478 
CONDENSED CONSOLIDATED BALANCE SHEETS Parenthetical (USD $)
Dec. 30, 2016
Jun. 30, 2016
Stockholders' Equity:
 
 
Common stock, par value
$ 0.10 
$ 0.10 
Common stock, shares authorized
40,000,000 
40,000,000 
Common stock, shares issued
31,594,124 
31,087,084 
Common stock, shares outstanding
31,590,642 
31,083,602 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Cash flows from operating activities:
 
 
Net income
$ 7,667 
$ 8,423 
Non-cash items:
 
 
Depreciation and amortization
8,875 
5,044 
Amortization of debt issuance costs
358 
119 
Stock-based compensation expense
3,743 
2,780 
Provision for doubtful accounts
670 
Deferred income taxes
(102)
892 
Other non-cash items
(459)
476 
Changes in operating assets and liabilities:
 
 
Accounts receivable
(25,609)
12,143 
Insurance recoverable - environmental remediation
868 
505 
Income taxes
(650)
(2,426)
Restricted investments
454 
914 
Prepaid expenses and other current assets
(92)
(6,442)
Long-term prepaid insurance
1,058 
1,120 
Other assets
3,635 
558 
Accounts payable
22,103 
(1,328)
Accrued compensation and benefits
(3,059)
(9,574)
Deferred revenue
(2,883)
676 
Environmental remediation liabilities
(7)
(61)
Other accrued liabilities
1,647 
(383)
Net cash provided by operating activities
18,217 
13,436 
Cash flows from investing activities:
 
 
Additions to property and equipment
(2,662)
(4,013)
Withdrawals from restricted investments
613 
466 
Acquisition of businesses, net of cash acquired
119,600 
Proceeds from sale of fixed assets
198 
29 
Net cash used in investing activities
(1,851)
(123,118)
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
11,711 
2,970 
Payments on capital lease obligations
(133)
Proceeds from long-term debt and other
4,865 
6,523 
Proceeds from term loan
75,000 
Repayments of term loan debt
(2,813)
Payments of issuance costs on credit facility
3,248 
Net working capital and additional cash payments on acquisitions
(2,957)
1,132 
Shares repurchased to settle tax withholding obligations
(2,373)
(2,886)
Excess tax benefit from stock-based awards
1,473 
Proceeds from exercise of stock options
638 
209 
Net cash (used in) provided by financing activities
(8,437)
81,836 
Increase (decrease) in cash and cash equivalents
7,929 
(27,846)
Cash and cash equivalents, beginning of period
18,804 
37,296 
Cash and cash equivalents, end of period
26,733 
9,450 
Supplemental cash flow information:
 
 
Non-cash consideration for business acquired
$ 0 
$ 7,500 
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $)
In Thousands, except Share data, unless otherwise specified
Total
Parent [Member]
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Treasury Stock
Noncontrolling Interest
Beginning Balance at Jun. 30, 2015
$ 147,915 
$ 148,310 
$ 3,049 
$ 191,321 
$ (45,939)
$ (88)
$ (33)
$ 395 
Shares issued, beginning of period at Jun. 30, 2015
 
 
30,486,000 
 
 
 
3,000 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
Net income
8,423 
8,429 
 
 
8,429 
 
 
(6)
Other comprehensive income
 
 
 
 
 
Exercise of stock options (in shares)
 
 
30,000 
 
 
 
 
 
Exercise of stock options
209 
209 
206 
 
 
 
 
Stock-based compensation (in shares)
 
 
808,000 
 
 
 
 
 
Stock-based compensation
2,780 
2,780 
81 
2,699 
 
 
 
 
Shares repurchased to settle tax withholding obligations (in shares)
 
 
(287,000)
 
 
 
 
 
Shares repurchased to settle tax withholding obligations
(2,886)
(2,886)
(29)
(2,857)
 
 
 
 
Directors' deferred compensation (in shares)
 
 
3,000 
 
 
 
 
 
Directors' deferred compensation
37 
37 
37 
 
 
 
 
Excess tax benefit from stock-based awards
1,441 
1,441 
 
1,441 
 
 
 
 
Ending Balance at Dec. 25, 2015
157,924 
158,325 
3,104 
192,847 
(37,510)
(83)
(33)
401 
Shares issued, end of period at Dec. 25, 2015
 
 
31,040,000 
 
 
 
3,000 
 
Beginning Balance at Jun. 30, 2016
152,815 
152,263 
3,109 
195,156 
(45,898)
(71)
(33)
(552)
Shares issued, beginning of period at Jun. 30, 2016
 
 
31,087,000 
 
 
 
3,000 
 
Increase (Decrease) in Stockholders' Equity [Roll Forward]
 
 
 
 
 
 
 
 
Net income
7,667 
7,637 
 
 
7,637 
 
 
30 
Other comprehensive income
(57)
(57)
 
 
 
(57)
 
 
Exercise of stock options (in shares)
72,000 
 
71,000 
 
 
 
 
 
Exercise of stock options
638 
638 
631 
 
 
 
 
Stock-based compensation (in shares)
 
 
716,000 
 
 
 
 
 
Stock-based compensation
3,743 
3,743 
71 
3,672 
 
 
 
 
Shares repurchased to settle tax withholding obligations (in shares)
 
 
(287,000)
 
 
 
 
 
Shares repurchased to settle tax withholding obligations
(2,373)
(2,373)
(29)
(2,344)
 
 
 
 
Directors' deferred compensation (in shares)
 
 
7,000 
 
 
 
 
 
Directors' deferred compensation
50 
50 
49 
 
 
 
 
Ending Balance at Dec. 30, 2016
$ 162,483 
$ 161,901 
$ 3,159 
$ 197,164 
$ (38,261)
$ (128)
$ (33)
$ (582)
Shares issued, end of period at Dec. 30, 2016
 
 
31,594,000 
 
 
 
3,000 
 
Company Background and Basis of Presentation
Company Background and Basis of Presentation
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, power, infrastructure and oil and gas related 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. 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, 2016.
New Accounting Pronouncements
New Accounting Pronouncements
New Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standards update which simplifies employee share-based payment accounting. This standard simplifies the income tax consequences, accounting for forfeitures and classification on the statement of cash flows. The standard requires that, prospectively, all tax effects related to share-based payments be made through the income statement at the time of settlement as opposed to excess tax benefits being recognized in additional paid-in-capital under the current guidance. The standard also removes the requirement to delay recognition of a tax benefit until it reduces current taxes payable. This change is required to be applied on a modified retrospective basis, with a cumulative-effect adjustment to opening retained earnings. Additionally, all tax related cash flows resulting from share-based payments are to be reported as operating activities on the statement of cash flows, a change from the current requirement to present tax benefits as an inflow from financing activities and an outflow from operating activities. Finally, entities will be allowed to withhold an amount up to the employees’ maximum individual tax rate (as opposed to the minimum statutory tax rate) in the relevant jurisdiction without resulting in liability classification of the award. The change in withholding requirements will be applied on a modified retrospective approach. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company adopted this standard effective for its first quarter of fiscal 2017. The impact of the early adoption resulted in the following:

The Company recorded a net tax benefit of $27 and $21 within income tax expense for the three and six months ended December 30, 2016, respectively, related to net tax windfalls on share based awards. Prior to adoption this amount would have been recorded as an increase of capital in excess of par value. This change could create volatility in the Company's effective tax rate.

The Company no longer reflects the cash received from the excess tax benefit within cash flows from financing activities but instead now reflects this benefit within cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. The Company elected to apply this change in presentation prospectively and thus prior periods have not been adjusted.

The Company elected not to change its policy on accounting for forfeitures and continues to estimate the total number of awards for which the requisite service period will not be rendered.
The Company’s statutory withholding requirements have been updated to allow withholding up to the Company's maximum statutory withholding requirements in relevant jurisdictions.

The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of its diluted earnings per share for the three and six months ended December 30, 2016. This increased diluted weighted average common shares outstanding by 147 and 85 shares, respectively, for the periods.

In February 2016, the FASB issued an accounting standards update which will replace most existing lease accounting guidance. This standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. This standard will be effective for the Company's fiscal year beginning July 1, 2019. Early adoption is permitted and should be applied using a modified retrospective approach.   The Company is in the process of evaluating the potential impacts of this standard on its condensed consolidated financial statements and related disclosures, including potential early adoption. The Company anticipates the standard will have a material impact on its assets and liabilities due to the addition of right-of-use assets and lease liabilities to the balance sheet; however, it does not expect the standard to have a material impact on its cash flows or results of operations.
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. In March 2016, the FASB further clarified the implementation guidance on principal versus agent considerations. The new standard will be effective for the Company's fiscal year beginning July 1, 2018. Early adoption is permitted under this standard for annual periods beginning after December 15, 2016, and it is 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. The Company has developed a project plan that includes a three-phase approach to implementing this standard update. Phase one, the assessment phase, is currently in process. Phase two, which is expected to begin during the third quarter of fiscal 2017, will include conversion activities, such as establishing policies, identifying system impacts and understanding the initial financial impact this standard update will have. Phase three, which is expected to begin during the first quarter of fiscal 2018, will include integrating the standard update into financial reporting processes and systems, and developing a more robust understanding of the financial impact of this standard update on the Company's condensed consolidated financial statements. The Company anticipates that the transition to the new standard could have a material impact on its consolidated financial statements but will be unable to quantify that impact until the third phase of the project has been completed. The Company expects the cost of the activities it is undertaking to transition to the new standard will result in an increase in general and administrative expenses in fiscal 2017 and 2018.
Fair Value Measurements
Fair Value Measurements
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.
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 30, 2016 and June 30, 2016:
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
 
 
 
 
 
Restricted investments:
 
 
 
 
 
 
 
Mutual funds
$
49

 
$

 
$

 
$
49

Certificates of deposit

 
105

 

 
105

Municipal bonds

 
532

 

 
532

Corporate bonds

 
256

 

 
256

U.S. Government bonds

 
216

 

 
216

U.S. Treasury Notes
1,937

 

 

 
1,937

Money market accounts and cash deposits
6,377

 

 

 
6,377

Total assets
$
8,363

 
$
1,109

 
$

 
$
9,472

 
 
 
 
 
 
 
 
Contingent consideration
$

 
$

 
$
90

 
$
90

Total liabilities
$

 
$

 
$
90

 
$
90


Assets and Liabilities Measured at Fair Value on a Recurring Basis as of June 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
Restricted investments:
 
 
 
 
 
 
 
Mutual funds
$
71

 
$

 
$

 
$
71

Certificates of deposit

 
107

 

 
107

Municipal bonds

 
547

 

 
547

Corporate bonds

 
439

 

 
439

U.S. Government bonds

 
219

 

 
219

U.S. Treasury Notes
2,009

 

 

 
2,009

Money market accounts and cash deposits
6,476

 

 

 
6,476

Total assets
$
8,556

 
$
1,312

 
$

 
$
9,868

 
 
 
 
 
 
 
 
Contingent consideration
$

 
$

 
$
233

 
$
233

Total liabilities
$

 
$

 
$
233

 
$
233


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 30, 2016 and June 30, 2016 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 30, 2016 and June 30, 2016 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.
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, 2016
$
233

Decrease of liability related to re-measurement of fair value
(143
)
Contingent consideration balance at December 30, 2016
$
90

Stock-Based Compensation
Stock-Based Compensation
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 30, 2016, 2,015 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 30, 2016 and December 25, 2015, 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 30,
2016
 
December 25,
2015
 
December 30,
2016
 
December 25,
2015
Cost of services
$
1,283

 
$
802

 
$
1,990

 
$
1,449

General and administrative expenses
1,003

 
709

 
1,753

 
1,331

 
Total stock-based compensation expense
$
2,286

 
$
1,511

 
$
3,743

 
$
2,780



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 30, 2016 and December 25, 2015.
 
 
 
 
 
 
 
 

A summary of stock option activity for the six months ended December 30, 2016 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, 2016 (85 exercisable)
85

 
$
8.28

 
 
 
 
Options exercised
(72
)
 
$
8.96

 
 
 
 
Options expired
(1
)
 
$
9.80

 
 
 
 
Outstanding options as of December 30, 2016
12

 
$
4.20

 
1.5
 
$
78

Options exercisable as of December 30, 2016
12

 
$
4.20

 
1.5
 
$
78

Options vested and expected to vest as of December 30, 2016
12

 
$
4.20

 
1.5
 
$
78



The aggregate intrinsic value is measured using the fair market value at the date of exercise (for options exercised) or as of December 30, 2016 (for outstanding options), less the applicable exercise price. The closing price of the Company's common stock on the New York Stock Exchange was $10.60 as of December 30, 2016. The total intrinsic value of options exercised for the six months ended December 30, 2016 and December 25, 2015 was $55 and $120, respectively. The total proceeds received from option exercises for the six months ended December 30, 2016 and December 25, 2015 was $638 and $209, respectively.

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 no non-vested RSA's as of December 30, 2016. There were no RSA's granted during the six months ended December 30, 2016. As of December 30, 2016, there was no unrecognized compensation expense related to unvested RSA's under the Plans.
 
 
 
 

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 30, 2016 is as follows:
 
 
 
Weighted-
 
Restricted
 
Average
 
Stock
 
Grant Date
 
Units
 
Fair Value
Non-vested units as of June 30, 2016
904

 
$
8.24

Units granted
595

 
$
6.78

Units vested
(338
)
 
$
8.05

Units forfeited
(30
)
 
$
10.41

Non-vested units as of December 30, 2016
1,131

 
$
7.47



RSU grants totaled 78 and 595 shares with a total weighted-average grant date fair value of $848 and $4,036 during the three and six months ended December 30, 2016. 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. The total fair value of RSU's vested during the three and six months ended December 30, 2016 was $1,835 and $2,801, respectively. 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.

As of December 30, 2016, there was $7,647 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 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 512 and 410 with a total weighted-average grant date fair value of $3,152 and $3,668 during the six months ended December 30, 2016 and December 25, 2015, respectively. The total fair value of PSU's vested during the six months ended December 30, 2016, was $3,107. The total fair value of PSU's vested during the six months ended December 25, 2015, was $4,097.

At December 30, 2016, there was $6,101 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.

A summary of non-vested PSU activity for the six months ended December 30, 2016 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, 2016
895

 

 
895

 
$
8.74

Units granted
512

 
56

 
568

 
$
6.15

Units vested
(320
)
 
(56
)
 
(376
)
 
$
7.75

Units forfeited
(89
)
 

 
(89
)
 
$
9.70

Non-vested units as of December 30, 2016
998

 

 
998

 
$
7.59

 
 
 
 
 
 
 
 

(1)
Represents the additional number of PSU's issued based on the final performance condition achieved at the end of the respective performance period.
Earnings per Share
Earnings per Share
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 30, 2016 and December 25, 2015:
 
Three Months Ended
 
Six Months Ended
 
December 30,
2016
 
December 25,
2015
 
December 30,
2016
 
December 25,
2015
Net income applicable to TRC Companies, Inc.
$
3,998

 
$
3,937

 
$
7,637

 
$
8,429

 
 
 
 
 
 
 
 
Basic weighted-average common shares outstanding
31,451

 
30,968

 
31,300

 
30,805

Effect of dilutive stock options, RSA's, RSU's and PSU's
515

 
401

 
483

 
542

Diluted weighted-average common shares outstanding
31,966

 
31,369

 
31,783

 
31,347

 
 
 
 
 
 
 
 
Earnings per common share applicable to TRC Companies, Inc.
 
 
 
 
 
 
 
Basic earnings per common share
$
0.13

 
$
0.13

 
$
0.24

 
$
0.27

Diluted earnings per common share
$
0.13

 
$
0.13

 
$
0.24

 
$
0.27

Anti-dilutive stock options, RSA's, RSU's and PSU's, excluded from the calculation
1,130

 
1,423

 
1,161

 
1,282

Accounts Receivable
Accounts Receivable
Accounts Receivable

The current portion of accounts receivable as of December 30, 2016 and June 30, 2016, were comprised of the following:
 
 
December 30,
2016
 
June 30,
2016
Billed
$
116,578

 
$
90,194

Unbilled
62,333

 
64,954

Retainage
3,727

 
2,429

 
Total accounts receivable - gross
182,638

 
157,577

Less allowance for doubtful accounts
(8,423
)
 
(8,297
)
 
Total accounts receivable, less allowance for doubtful accounts
$
174,215

 
$
149,280

Other Accrued Liabilities
Other Accrued Liabilities
Other Accrued Liabilities

As of December 30, 2016 and June 30, 2016, other accrued liabilities were comprised of the following:

 
 
December 30,
2016
 
June 30,
2016
Contract costs
$
40,652

 
$
40,343

Legal accruals
6,389

 
5,232

Lease obligations
5,162

 
5,564

Other
7,593

 
6,887

 
Total other accrued liabilities
$
59,796

 
$
58,026

Business Acquisitions, Goodwill and Other Intangible Assets
Business Acquisitions, Goodwill and Other Intangible Assets
Business Acquisitions, Goodwill and Other Intangible Assets

Fiscal 2016 Acquisition

On November 30, 2015, the Company acquired the Professional Services business of Willbros Group ("Willbros") ("Oil and Gas") in an all cash transaction. The $124,498 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, net of a working capital adjustment due from Willbros of $2,957. The second cash payment was made in two tranches, with $2,354 paid in March 2016 and the remaining balance paid in July 2016 in conjunction with the final net working capital settlement. Goodwill of $60,294, all of which is expected to be tax deductible, and other intangible assets of $44,500 were recorded as a result of this acquisition.

The following summarizes the estimated fair values of the Oil and Gas assets acquired and liabilities assumed at the acquisition date, as well as measurement period adjustments:

 
 
 
 
November 30, 2015
(As Initially Reported)
 
Measurement
Period
Adjustments
 
November 30, 2015
(As Adjusted)
Cash and cash equivalents
$
355

 
$

 
$
355

Accounts receivable
26,406

 
1,857

 
28,263

Prepaid expenses and other current assets
7,276

 
(48
)
 
7,228

Property and equipment
3,552

 

 
3,552

Identifiable intangible assets:
 
 
 
 
 
 
Customer relationships and backlog
43,500

 

 
43,500

 
Internally developed software
1,000

 

 
1,000

 
 
Total identifiable intangible assets
44,500

 

 
44,500

Goodwill
64,673

 
(4,379
)
 
60,294

Other non-current assets
20,683

 

 
20,683

Accounts payable
(2,587
)
 
43

 
(2,544
)
Accrued compensation and benefits
(7,199
)
 
(2
)
 
(7,201
)
Other accrued liabilities
(5,210
)
 
100

 
(5,110
)
Current portion of long-term debt
(6,447
)
 
(38
)
 
(6,485
)
Long-term debt, net of current portion
(18,547
)
 

 
(18,547
)
Non-controlling interest

 
(490
)
 
(490
)
 
Net assets acquired
$
127,455

 
$
(2,957
)
 
$
124,498



Customer relationships and backlog represent the fair value of existing contracts and the underlying customer relationships. The backlog has a 1 year life and customer relationships have lives ranging from 12 years to 15 years (weighted average lives of 6 years). The internally developed software has a life of approximately 5 years (weighted average life of 5 years).

The goodwill recognized is attributable to the future strategic growth opportunities arising from the acquisition, Oil and Gas's highly skilled assembled workforce (which does not qualify for separate recognition) and the expected cost synergies of the combined operations.

The unaudited pro forma financial information summarized in the following table gives effect to the Oil and Gas acquisition assuming it occurred on July 1, 2014. 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
Gross revenue
 
$
368,254

Net service revenue
 
$
262,121

Net income applicable to TRC Companies, Inc.
 
$
6,419

 
 
 
Basic earnings per common share
 
$
0.21

Diluted earnings per common share
 
$
0.20



Goodwill

The Company assesses goodwill for impairment on an annual basis as of each fiscal April period end, or at an interim date when events or changes in the business environment would more likely than not reduce the fair value of a reporting unit below its carrying value. As of December 30, 2016, the Company had $75,337 of goodwill, and does not believe there were any events or changes in circumstances since the last goodwill assessment as of April 29, 2016 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.

The carrying amount of goodwill for the six months ended December 30, 2016 by operating segment are as follows:
 
 
Gross
 
 
 
 
 
 
 
Gross
 
 
 
 
 
 
Balance,
 
Accumulated
 
Balance,
 
 
 
Balance,
 
Accumulated
 
Balance,
 
 
July 1,
 
Impairment
 
July 1,
 
Additions /
 
December 30,
 
Impairment
 
December 30,
Operating Segment
 
2016
 
Losses
 
2016
 
Adjustments
 
2016
 
Losses
 
2016
Power
 
$
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
)
 

Oil and Gas
 
60,294

 
(21,981
)
 
38,313

 

 
60,294

 
(21,981
)
 
38,313

 
 
$
136,913

 
$
(61,576
)
 
$
75,337

 
$

 
$
136,913

 
$
(61,576
)
 
$
75,337



Other Intangible Assets

Identifiable intangible assets as of December 30, 2016 and June 30, 2016 are included in other assets on the condensed consolidated balance sheets and were comprised of:
 
 
December 30, 2016
 
June 30, 2016
 
 
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

 
$
(19,791
)
 
$
39,427

 
$
59,218

 
$
(14,933
)
 
$
44,285

Contract backlog
 
900

 
(900
)
 

 
900

 
(525
)
 
375

Technology
 
1,000

 
(217
)
 
783

 
1,000

 
(117
)
 
883

 
 
61,118

 
(20,908
)
 
40,210

 
61,118

 
(15,575
)
 
45,543

With indefinite lives:
 
 
 
 
 
 
 
 
 
 
 
 
Engineering licenses
 
426

 

 
426

 
426

 

 
426

 
 
$
61,544

 
$
(20,908
)
 
$
40,636

 
$
61,544

 
$
(15,575
)
 
$
45,969



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 7 years. The weighted-average period of amortization is approximately 7 years for customer relationship assets. The amortization of intangible assets for the three and six months ended December 30, 2016 was $2,617 and $5,333. The amortization of intangible assets for the three and six months ended December 25, 2015 was $1,076 and $1,916.

Estimated amortization expense of intangible assets for the remainder of fiscal year 2017 and succeeding fiscal years is as follows:
Fiscal Year
 
Amount
2017
 
$
4,826

2018
 
9,183

2019
 
8,367

2020
 
7,821

2021
 
7,274

2022 and Thereafter
 
2,739

 
Total
 
$
40,210



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 assessment as of April 29, 2016, which resulted in no impairments to intangible assets. 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 30, 2016, and therefore intangible assets were not tested for impairment.
Long-Term Debt and Capital Lease Obligations
Long-Term Debt and Capital Lease Obligations
Long-Term Debt and Capital Lease Obligations

Revolving Credit Facility

On November 30, 2015, the Company entered into a five-year credit agreement (the “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 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 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 ("Oil and Gas") and to fund transaction costs incurred in connection with the Oil and Gas acquisition. The Revolving Facility also is 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 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 is above or below 2 times adjusted EBITDA as defined in the 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 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 Credit Agreement may be reduced, in whole or in part, without premium or penalty.

Amounts outstanding under the 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 from 1.50% to 2.25%.

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

The Credit Agreement contains various customary restrictive covenants that limit the Company's 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 its assets; sell its assets; engage in mergers, consolidations, liquidations or dissolutions; engage in transactions with affiliates; and make restricted payments. Under the 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. The 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 Oil and Gas 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 2.11% and have an effective interest rate of 2.15% at December 30, 2016. As of December 30, 2016 the Company had zero borrowings outstanding under the Credit Agreement's Revolving Facility and $69,375 outstanding under the Term Loan. Funds available to borrow under the Credit Agreement, after consideration of the letters of credit outstanding, were $97,346 at December 30, 2016.

In accounting for the transaction costs incurred in conjunction with the 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 30, 2016, the Term Loan consisted of the following:

Current portion of Term Loan
 
$
5,625

 
 
 
Long-term portion of Term Loan
 
$
63,750

Less: Debt issuance costs
 
(1,000
)
Net long-term carrying amount
 
$
62,750



The scheduled principal amounts due under the Company’s Term Loan obligations as of December 30, 2016 for the remainder of fiscal year 2017 and succeeding fiscal years are as follows:

2017
 
$
2,813

2018
 
5,625

2019
 
5,625

2020
 
5,625

2021
 
49,687

 
Total
 
$
69,375



Contractor-owned, contractor-operated (CoCo) facility debt

As of December 30, 2016, the Company had approximately $19,090 of debt obligations ("CoCo" debt) assumed in the Oil and Gas acquisition, of which $7,769 was current.  A third party finance company had provided financing to Oil and Gas in conjunction with the construction of fueling facilities for the federal government pursuant to three government contracts. Upon acceptance of the constructed facilities, the federal government pays Oil and Gas in equal monthly installments over the subsequent five years. Therefore, as of December 30, 2016, the Company also had recorded approximately $19,090 of receivables which were acquired in the transaction, of which $7,769 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 30, 2016, the government has provided acceptance and final funding on all three contracts.

The principal amounts due under the Company’s remaining CoCo debt obligations as of December 30, 2016 for the remainder of fiscal year 2017 and succeeding fiscal years is as follows:
2017
 
$
4,271

2018
 
5,734

2019
 
3,717

2020
 
3,980

2021
 
1,388

 
Total
 
$
19,090




Other Notes Payable

In July 2016, the Company financed $3,838 of insurance premiums payable in seven equal monthly installments of $552 each, including a finance charge of 2.19%. As of December 30, 2016, the balance outstanding under this agreement was $552.

In conjunction with the Oil and Gas acquisition, the Company was 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. The second cash payment was made in two tranches, with $2,354 paid in March 2016 and the remaining balance paid in July 2016 in conjunction with the final net working capital settlement.
Variable Interest Entity
Variable Interest Entity
Variable Interest Entity
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.
WBA
Willbros Engineers LLC, which the Company acquired in fiscal 2016, was party to an option and service arrangement with the equity owners of WBA, a limited liability company. WBA is considered a VIE due to the lack of decision-making rights by its equity holders. The Company consolidates the operations of WBA, as it retains the contractual power to direct the activities of WBA which most significantly and directly impact its economic performance. The Company also has the obligation to absorb losses and the right to receive residual returns of WBA. The activity of WBA is not significant to the overall performance of the Company. The assets of WBA are available for the Company's general business use outside the context of WBA. In consolidation, as of December 30, 2016, $558 of cash and cash equivalents, $234 of accounts receivable and $3 of other current liabilities were attributable to WBA.
While the Company is currently in the process of winding down the operations of WBA, it has an obligation to fund operating activities not covered by WBA’s available cash and cash flow from operations. During fiscal year 2017, the Company provided $9 of financial support to WBA. The Company does not expect ongoing funding obligations to be material.
Income Taxes
Income Taxes
Income Taxes

The Company's effective tax rate was approximately 35.5% and 39.9% for the six months ended December 30, 2016 and December 25, 2015 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 30, 2016 were the effect of state income taxes offset by tax benefits related to the U.S. Research and Development credit, U.S. Domestic Production Activities deduction and the effective settlement of uncertain tax positions. 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 were the effect of state income taxes.

As of December 30, 2016, the recorded liability for uncertain tax positions under the measurement criteria of Accounting Standards Codification ("ASC") Topic 740, Income Taxes, was $960. The effective settlement of uncertain tax positions resulted in a decrease in the recorded liability of $1,344 during the six months ended December 30, 2016, which resulted in a net decrease to the provision for income taxes of $294. The Company does not expect the amount of unrecognized tax benefits to materially change within the next twelve months.
As a result of the early adoption of ASU 2016-09 in the first quarter of fiscal 2017, excess tax benefits and tax deficiencies will be prospectively classified to the statement of operations instead of additional paid-in capital. The Company's effective tax rate for the six months ended December 30, 2016 was not materially impacted by the adoption of ASU 2016-09. The Company recorded a net tax benefit of $21 during the six months ended December 30, 2016 which decreased the provision for income taxes.
In the first quarter of fiscal year 2017, the IRS concluded its income tax examination for fiscal year 2014. No adjustments were proposed.
Operating Segments
Operating Segments
Operating Segments
 
To more clearly communicate the Company's capabilities and focus to the marketplace, beginning in fiscal 2017, the Company renamed its Energy segment “Power” and its Pipeline Services segment “Oil and Gas.” The Company manages its business under the following four operating segments:

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

Environmental: The Environmental operating segment provides services to a wide 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 and the rehabilitation of overburdened and deteriorating infrastructure systems. 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 other 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, design and construction management.

Oil & Gas (formerly Pipeline Services): Acquired in November 2015, the Oil & Gas operating segment provides pipeline and facilities engineering; engineer, procure, and construct ("EPC") services; engineer, procure, construct and management ("EPCm") services; field services and integrity services to the oil and gas transmission and midstream markets, as well as at government facilities. The Company specializes in providing engineering services to assist clients in designing, engineering and constructing or expanding pipeline systems, compressor stations, pump stations, fuel storage facilities, terminals, and field gathering and production facilities. The Company's 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. The Company also provides project management, engineering and material procurement services to the refining industry and government agencies, including mechanical, civil, structural, electrical instrumentation/controls and environmental engineering. The Company provides full-service integrity management program offerings including program development, data services, risk analysis, corrosion evaluation, and integrity engineering. The Company is partnered with Google to provide a cloud-based pipeline life-cycle integrity management solution, Integra Link™, which utilizes Google’s geospatial technology platform to help 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, 2016 the Company made certain changes to its management reporting structure which resulted in a change to the composition of the Infrastructure operating segment. Certain corporate employees were transferred to the Infrastructure operating segment. As a result, beginning in fiscal year 2017 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.

The following tables present summarized financial information for the Company's operating segments (for the periods noted below): 
 
 
Power
 
Environmental
 
Infrastructure
 
Oil & Gas
 
Total
 
 
 
 
 
 
 
 
 
 
 
Three months ended December 30, 2016:
 
 
 
 
 
 
 
 
 
 
Gross revenue
 
$
67,860

 
$
80,162

 
$
21,442

 
$
27,483

 
$
196,947

Net service revenue
 
40,288

 
50,325

 
14,618

 
21,332

 
126,563

Segment profit
 
9,501

 
9,184

 
3,474

 
1,467

 
23,626

Depreciation
 
438

 
657

 
139

 
311

 
1,545

Amortization
 
245

 
254

 

 
1,992

 
2,491

 
 
 
 
 
 
 
 
 
 
 
Three months ended December 25, 2015:
 
 
 
 
 
 
 
 
 
 
Gross revenue
 
$
48,040

 
$
77,925

 
$
22,307

 
$
8,017

 
$
156,289

Net service revenue
 
39,794

 
51,424

 
13,709

 
5,986

 
110,913

Segment profit (loss)
 
9,470

 
9,548

 
2,532

 
(1,161
)
 
20,389

Depreciation
 
492

 
638

 
125

 
267

 
1,522

Amortization
 
298

 
300

 

 
302

 
900


 
 
 
 
 
 
 
 
 
 
 
 
 
Power
 
Environmental
 
Infrastructure
 
Oil & Gas
 
Total
 
 
 
 
 
 
 
 
 
 
 
Six months ended December 30, 2016:
 
 
 
 
 
 
 
 
 
 
Gross revenue
 
$
124,854

 
$
154,098

 
$
44,355

 
$
54,121

 
$
377,428

Net service revenue
 
77,388

 
99,219

 
31,249

 
42,671

 
250,527

Segment profit
 
17,468

 
18,236

 
7,782

 
2,838

 
46,324

Depreciation
 
881

 
1,301

 
277

 
663

 
3,122

Amortization
 
493

 
528

 

 
4,059

 
5,080

 
 
 
 
 
 
 
 
 
 
 
Six months ended December 25, 2015:
 
 
 
 
 
 
 
 
 
 
Gross revenue
 
$
87,276

 
$
153,768

 
$
42,277

 
$
8,017

 
$
291,338

Net service revenue
 
74,132

 
102,988

 
27,272

 
5,986

 
210,378

Segment profit (loss)
 
16,782

 
19,529

 
5,425

 
(1,161
)
 
40,575

Depreciation
 
956

 
1,262

 
222

 
267

 
2,707

Amortization
 
599

 
665

 

 
302

 
1,566

 
 
Three Months Ended
 
Six Months Ended
Gross revenue
 
December 30, 2016

December 25, 2015
 
December 30, 2016
 
December 25, 2015
Gross revenue from reportable operating segments
 
$
196,947

 
$
156,289

 
$
377,428

 
$
291,338

Reconciling items (1)
 
1,715

 
1,454

 
2,085

 
1,864

  Total consolidated gross revenue
 
$
198,662

 
$
157,743

 
$
379,513

 
$
293,202

 
 
 
 
 
 
 
 
 
Net service revenue
 
 
 
 
 
 
 
 
Net service revenue from reportable operating segments
 
$
126,563

 
$
110,913

 
$
250,527

 
$
210,378

Reconciling items (1)
 
793

 
469

 
1,134

 
1,167

  Total consolidated net service revenue
 
$
127,356

 
$
111,382

 
$
251,661

 
$
211,545

 
 
 
 
 
 
 
 
 
Income from operations before taxes
 
 
 
 
 
 
 
 
Segment profit from reportable operating segments
 
$
23,626

 
$
20,389

 
$
46,324

 
$
40,575

Corporate shared services (2)
 
(13,969
)
 
(10,582
)
 
(28,915
)
 
(20,535
)
Stock-based compensation expense
 
(2,286
)
 
(1,511
)
 
(3,743
)
 
(2,780
)
Unallocated acquisition and integration expenses
 

 
(1,240
)
 

 
(2,118
)
Unallocated depreciation and amortization
 
(335
)
 
(358
)
 
(673
)
 
(771
)
Interest income
 
286

 
137

 
564

 
137

Interest expense
 
(841
)
 
(461
)
 
(1,686
)
 
(489
)
  Total consolidated income from operations before taxes
 
$
6,481

 
$
6,374

 
$
11,871

 
$
14,019

 
 
 
 
 
 
 
 
 
Acquisition and integration expenses
 
 
 
 
 
 
 
 
Acquisition and integration expenses from reportable operating segments
 
$

 
$

 
$

 
$

Unallocated acquisition and integration expenses
 

 
1,240

 

 
2,118

Total consolidated acquisition and integration expenses
 
$

 
$
1,240

 
$

 
$
2,118

 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
 
 
 
Depreciation and amortization from reportable operating segments
 
$
4,036

 
$
2,422

 
$
8,202

 
$
4,273

Unallocated depreciation and amortization
 
335

 
358

 
673

 
771

  Total consolidated depreciation and amortization
 
$
4,371

 
$
2,780

 
$
8,875

 
$
5,044

 
 
 
 
 
 
 
 
 
(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.
Commitments and Contingencies
Commitments and Contingencies
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 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 excess of applicable insurance. However, because several projects are near 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 consolidated financial statements. With respect to these projects, there is a wide range of potential outcomes that may result in 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 $24,200, of which $4,000 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 appears to be consistent with regulatory guidance and the Company’s estimates. However, until the final remedy is formally adopted following a public notice period, it remains reasonably possible that 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 $18,600.

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/ Contract Loss

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 potential damages is likely.

Furthermore, with respect to one specific fixed price project, there are tasks within the specified scope of work that may result in costs being incurred beyond the currently defined budget. The Company does not believe this outcome is likely, and the exact impact and duration of any such occurrence could vary due to a number of factors. 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 between the range of $0 to $6,000.

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.

Insurance Captive

During fiscal 2016, the Company became a shareholder in a member-owned heterogeneous (various industries) group captive reinsurance company. The policies of the program are placed with a U.S. insurance carrier, which provides coverage for workers' compensation, general liability and auto liability, with a certain initial layer of loss being reinsured to the carrier by the captive. The Company’s annual premiums are actuarially determined based on historical loss experience, and also include administrative costs and fees. In addition, the captive is designed to have an acceptable level of risk sharing among its members. For a given policy period, if the Company’s actual loss experience is greater than the estimate, the Company is required to make additional payments to the captive up to a maximum predetermined level. If the Company’s loss experience is less than the estimate, the Company may receive a shareholder distribution, when declared by the captive's Board of Directors. The Company records any additional costs or distributions received from the captive in the period in which the Company is notified of the amount due or distribution to be received. The Company has not recorded any additional costs or distributions received related to the captive as of December 30, 2016.

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.

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 30, 2016 and June 30, 2016, the Company had recorded litigation accruals of $5,845 and $4,869, respectively. The Company also had insurance recovery receivables related to the aforementioned litigation-related accruals of $3,022 and $2,661 as of December 30, 2016 and June 30, 2016, 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 $11,200, of which $2,100 would be covered by insurance.
Subsequent Events
Subsequent Events
Subsequent Events

On January 31, 2017, the Company entered into a credit agreement (the “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 documentation agent, and five other banks as lenders. The Credit Agreement provides the Company with a $250,000 five-year secured revolving credit facility (“Revolving Facility”) with a sublimit of $15,000 available for the issuance of letters of credit. The Credit Agreement replaces the Company’s existing credit facility with Citizens Bank, N.A. (the “Prior Credit Agreement”) converting the existing amortizing term loan and revolving borrowing structure to a non-amortizing, fully revolving format.
The Revolving Facility will be available for working capital and general corporate purposes as permitted under the Credit Agreement. The Credit Agreement includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as “swingline loans.” Borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including absence of defaults and accuracy of representations and warranties. Under the terms of the Credit Agreement, the amount of the Revolving Facility may be increased through incremental revolving commitments, subject to a cap of an additional $75,000.
The commitments under the Credit Agreement may be reduced, in whole or in part, without premium or penalty. Any borrowings outstanding under the Credit Agreement will mature on January 31, 2022.
Amounts outstanding under the Credit Agreement bear interest at the Base Rate (as defined, generally the prime rate) plus a margin of 0.50% to 1.75%, or at the Eurodollar Rate (as defined, generally the Libor rate) plus a margin of 1.50% to 2.75%, 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 0.50% (based on the Leverage Ratio) on any unused commitments. The applicable fees for issuance of letters of credit under the Revolving Facility is a range of 1.50% to 2.75% also based on the Leverage Ratio.
The Company’s obligations under the Credit Agreement are secured by a pledge of substantially all of its assets and guaranteed by its principal operating subsidiaries. The Credit Agreement also contains cross-default provisions which become effective if the Company defaults on other indebtedness.
The Credit Agreement contains customary restrictive covenants that limit our ability to, among other things: incur additional indebtedness or enter into 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 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.
On January 31, 2017 the Company utilized $15,000 of cash on hand to pay down the existing $69,375 of Term Loan borrowings outstanding under the Prior Credit Agreement, resulting in $54,375 borrowed under the Credit Agreement's Revolving Facility.
New Accounting Pronouncements (Policies)
New Accounting Pronouncements, Policy
New Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standards update which simplifies employee share-based payment accounting. This standard simplifies the income tax consequences, accounting for forfeitures and classification on the statement of cash flows. The standard requires that, prospectively, all tax effects related to share-based payments be made through the income statement at the time of settlement as opposed to excess tax benefits being recognized in additional paid-in-capital under the current guidance. The standard also removes the requirement to delay recognition of a tax benefit until it reduces current taxes payable. This change is required to be applied on a modified retrospective basis, with a cumulative-effect adjustment to opening retained earnings. Additionally, all tax related cash flows resulting from share-based payments are to be reported as operating activities on the statement of cash flows, a change from the current requirement to present tax benefits as an inflow from financing activities and an outflow from operating activities. Finally, entities will be allowed to withhold an amount up to the employees’ maximum individual tax rate (as opposed to the minimum statutory tax rate) in the relevant jurisdiction without resulting in liability classification of the award. The change in withholding requirements will be applied on a modified retrospective approach. This standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company adopted this standard effective for its first quarter of fiscal 2017. The impact of the early adoption resulted in the following:

The Company recorded a net tax benefit of $27 and $21 within income tax expense for the three and six months ended December 30, 2016, respectively, related to net tax windfalls on share based awards. Prior to adoption this amount would have been recorded as an increase of capital in excess of par value. This change could create volatility in the Company's effective tax rate.

The Company no longer reflects the cash received from the excess tax benefit within cash flows from financing activities but instead now reflects this benefit within cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. The Company elected to apply this change in presentation prospectively and thus prior periods have not been adjusted.

The Company elected not to change its policy on accounting for forfeitures and continues to estimate the total number of awards for which the requisite service period will not be rendered.
The Company’s statutory withholding requirements have been updated to allow withholding up to the Company's maximum statutory withholding requirements in relevant jurisdictions.

The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of its diluted earnings per share for the three and six months ended December 30, 2016. This increased diluted weighted average common shares outstanding by 147 and 85 shares, respectively, for the periods.

In February 2016, the FASB issued an accounting standards update which will replace most existing lease accounting guidance. This standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. This standard will be effective for the Company's fiscal year beginning July 1, 2019. Early adoption is permitted and should be applied using a modified retrospective approach.   The Company is in the process of evaluating the potential impacts of this standard on its condensed consolidated financial statements and related disclosures, including potential early adoption. The Company anticipates the standard will have a material impact on its assets and liabilities due to the addition of right-of-use assets and lease liabilities to the balance sheet; however, it does not expect the standard to have a material impact on its cash flows or results of operations.
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. In March 2016, the FASB further clarified the implementation guidance on principal versus agent considerations. The new standard will be effective for the Company's fiscal year beginning July 1, 2018. Early adoption is permitted under this standard for annual periods beginning after December 15, 2016, and it is 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. The Company has developed a project plan that includes a three-phase approach to implementing this standard update. Phase one, the assessment phase, is currently in process. Phase two, which is expected to begin during the third quarter of fiscal 2017, will include conversion activities, such as establishing policies, identifying system impacts and understanding the initial financial impact this standard update will have. Phase three, which is expected to begin during the first quarter of fiscal 2018, will include integrating the standard update into financial reporting processes and systems, and developing a more robust understanding of the financial impact of this standard update on the Company's condensed consolidated financial statements. The Company anticipates that the transition to the new standard could have a material impact on its consolidated financial statements but will be unable to quantify that impact until the third phase of the project has been completed. The Company expects the cost of the activities it is undertaking to transition to the new standard will result in an increase in general and administrative expenses in fiscal 2017 and 2018.
Fair Value Measurements (Tables)
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 30, 2016 and June 30, 2016:
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
 
 
 
 
 
 
Restricted investments:
 
 
 
 
 
 
 
Mutual funds
$
49

 
$

 
$

 
$
49

Certificates of deposit

 
105

 

 
105

Municipal bonds

 
532

 

 
532

Corporate bonds

 
256

 

 
256

U.S. Government bonds

 
216

 

 
216

U.S. Treasury Notes
1,937

 

 

 
1,937

Money market accounts and cash deposits
6,377

 

 

 
6,377

Total assets
$
8,363

 
$
1,109

 
$

 
$
9,472

 
 
 
 
 
 
 
 
Contingent consideration
$

 
$

 
$
90

 
$
90

Total liabilities
$

 
$

 
$
90

 
$
90


Assets and Liabilities Measured at Fair Value on a Recurring Basis as of June 30, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
Restricted investments:
 
 
 
 
 
 
 
Mutual funds
$
71

 
$

 
$

 
$
71

Certificates of deposit

 
107

 

 
107

Municipal bonds

 
547

 

 
547

Corporate bonds

 
439

 

 
439

U.S. Government bonds

 
219

 

 
219

U.S. Treasury Notes
2,009

 

 

 
2,009

Money market accounts and cash deposits
6,476

 

 

 
6,476

Total assets
$
8,556

 
$
1,312

 
$

 
$
9,868

 
 
 
 
 
 
 
 
Contingent consideration
$

 
$

 
$
233

 
$
233

Total liabilities
$

 
$

 
$
233

 
$
233

The table below presents a roll-forward of the contingent consideration liabilities valued using Level 3 inputs:
Contingent consideration balance at July 1, 2016
$
233

Decrease of liability related to re-measurement of fair value
(143
)
Contingent consideration balance at December 30, 2016
$
90

Stock-Based Compensation (Tables)
During the three and six months ended December 30, 2016 and December 25, 2015, 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 30,
2016
 
December 25,
2015
 
December 30,
2016
 
December 25,
2015
Cost of services
$
1,283

 
$
802

 
$
1,990

 
$
1,449

General and administrative expenses
1,003

 
709

 
1,753

 
1,331

 
Total stock-based compensation expense
$
2,286

 
$
1,511

 
$
3,743

 
$
2,780

A summary of stock option activity for the six months ended December 30, 2016 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, 2016 (85 exercisable)
85

 
$
8.28

 
 
 
 
Options exercised
(72
)
 
$
8.96

 
 
 
 
Options expired
(1
)
 
$
9.80

 
 
 
 
Outstanding options as of December 30, 2016
12

 
$
4.20

 
1.5
 
$
78

Options exercisable as of December 30, 2016
12

 
$
4.20

 
1.5
 
$
78

Options vested and expected to vest as of December 30, 2016
12

 
$
4.20

 
1.5
 
$
78

A summary of non-vested RSU activity for the six months ended December 30, 2016 is as follows:
 
 
 
Weighted-
 
Restricted
 
Average
 
Stock
 
Grant Date
 
Units
 
Fair Value
Non-vested units as of June 30, 2016
904

 
$
8.24

Units granted
595

 
$
6.78

Units vested
(338
)
 
$
8.05

Units forfeited
(30
)
 
$
10.41

Non-vested units as of December 30, 2016
1,131

 
$
7.47

A summary of non-vested PSU activity for the six months ended December 30, 2016 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, 2016
895

 

 
895

 
$
8.74

Units granted
512

 
56

 
568

 
$
6.15

Units vested
(320
)
 
(56
)
 
(376
)
 
$
7.75

Units forfeited
(89
)
 

 
(89
)
 
$
9.70

Non-vested units as of December 30, 2016
998

 

 
998

 
$
7.59

 
 
 
 
 
 
 
 

(1)
Represents the additional number of PSU's issued based on the final performance condition achieved at the end of the respective performance period.
Earnings per Share (Tables)
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth the computations of basic and diluted EPS for the three and six months ended December 30, 2016 and December 25, 2015:
 
Three Months Ended
 
Six Months Ended
 
December 30,
2016
 
December 25,
2015
 
December 30,
2016
 
December 25,
2015
Net income applicable to TRC Companies, Inc.
$
3,998

 
$
3,937

 
$
7,637

 
$
8,429

 
 
 
 
 
 
 
 
Basic weighted-average common shares outstanding
31,451

 
30,968

 
31,300

 
30,805

Effect of dilutive stock options, RSA's, RSU's and PSU's
515

 
401

 
483

 
542

Diluted weighted-average common shares outstanding
31,966

 
31,369

 
31,783

 
31,347

 
 
 
 
 
 
 
 
Earnings per common share applicable to TRC Companies, Inc.
 
 
 
 
 
 
 
Basic earnings per common share
$
0.13

 
$
0.13

 
$
0.24

 
$
0.27

Diluted earnings per common share
$
0.13

 
$
0.13

 
$
0.24

 
$
0.27

Anti-dilutive stock options, RSA's, RSU's and PSU's, excluded from the calculation
1,130

 
1,423

 
1,161

 
1,282

Accounts Receivable (Tables)
Current portion of accounts receivable and schedule of allowance for doubtful accounts
The current portion of accounts receivable as of December 30, 2016 and June 30, 2016, were comprised of the following:
 
 
December 30,
2016
 
June 30,
2016
Billed
$
116,578

 
$
90,194

Unbilled
62,333

 
64,954

Retainage
3,727

 
2,429

 
Total accounts receivable - gross
182,638

 
157,577

Less allowance for doubtful accounts
(8,423
)
 
(8,297
)
 
Total accounts receivable, less allowance for doubtful accounts
$
174,215

 
$
149,280

Other Accrued Liabilities (Tables)
Schedule of Accrued Liabilities
As of December 30, 2016 and June 30, 2016, other accrued liabilities were comprised of the following:

 
 
December 30,
2016
 
June 30,
2016
Contract costs
$
40,652

 
$
40,343

Legal accruals
6,389

 
5,232

Lease obligations
5,162

 
5,564

Other
7,593

 
6,887

 
Total other accrued liabilities
$
59,796

 
$
58,026

Business Acquisitions, Goodwill and Other Intangible Assets (Tables)
6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Business Combinations [Abstract]
 
 
Schedule of assets acquired and liabilities assumed
 
Schedule of pro forma information
 
Schedule of goodwill
 
Schedule of identifiable intangible assets
 
Schedule of expected amortization expense
 
The following summarizes the estimated fair values of the Oil and Gas assets acquired and liabilities assumed at the acquisition date, as well as measurement period adjustments:

 
 
 
 
November 30, 2015
(As Initially Reported)
 
Measurement
Period
Adjustments
 
November 30, 2015
(As Adjusted)
Cash and cash equivalents
$
355

 
$

 
$
355

Accounts receivable
26,406

 
1,857

 
28,263

Prepaid expenses and other current assets
7,276

 
(48
)
 
7,228

Property and equipment
3,552

 

 
3,552

Identifiable intangible assets:
 
 
 
 
 
 
Customer relationships and backlog
43,500

 

 
43,500

 
Internally developed software
1,000

 

 
1,000

 
 
Total identifiable intangible assets
44,500

 

 
44,500

Goodwill
64,673

 
(4,379
)
 
60,294

Other non-current assets
20,683

 

 
20,683

Accounts payable
(2,587
)
 
43

 
(2,544
)
Accrued compensation and benefits
(7,199
)
 
(2
)
 
(7,201
)
Other accrued liabilities
(5,210
)
 
100

 
(5,110
)
Current portion of long-term debt
(6,447
)
 
(38
)
 
(6,485
)
Long-term debt, net of current portion
(18,547
)
 

 
(18,547
)
Non-controlling interest

 
(490
)
 
(490
)
 
Net assets acquired
$
127,455

 
$
(2,957
)
 
$
124,498

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
Gross revenue
 
$
368,254

Net service revenue
 
$
262,121

Net income applicable to TRC Companies, Inc.
 
$
6,419

 
 
 
Basic earnings per common share
 
$
0.21

Diluted earnings per common share
 
$
0.20

The carrying amount of goodwill for the six months ended December 30, 2016 by operating segment are as follows:
 
 
Gross
 
 
 
 
 
 
 
Gross
 
 
 
 
 
 
Balance,
 
Accumulated
 
Balance,
 
 
 
Balance,
 
Accumulated
 
Balance,
 
 
July 1,
 
Impairment
 
July 1,
 
Additions /
 
December 30,
 
Impairment
 
December 30,
Operating Segment
 
2016
 
Losses
 
2016
 
Adjustments
 
2016
 
Losses
 
2016
Power
 
$
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
)
 

Oil and Gas
 
60,294

 
(21,981
)
 
38,313

 

 
60,294

 
(21,981
)
 
38,313

 
 
$
136,913

 
$
(61,576
)
 
$
75,337

 
$

 
$
136,913

 
$
(61,576
)
 
$
75,337

Identifiable intangible assets as of December 30, 2016 and June 30, 2016 are included in other assets on the condensed consolidated balance sheets and were comprised of:
 
 
December 30, 2016
 
June 30, 2016
 
 
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

 
$
(19,791
)
 
$
39,427

 
$
59,218

 
$
(14,933
)
 
$
44,285

Contract backlog
 
900

 
(900
)
 

 
900

 
(525
)
 
375

Technology
 
1,000

 
(217
)
 
783

 
1,000

 
(117
)
 
883

 
 
61,118

 
(20,908
)
 
40,210

 
61,118

 
(15,575
)
 
45,543

With indefinite lives:
 
 
 
 
 
 
 
 
 
 
 
 
Engineering licenses
 
426

 

 
426

 
426

 

 
426

 
 
$
61,544

 
$
(20,908
)
 
$
40,636

 
$
61,544

 
$
(15,575
)
 
$
45,969

Estimated amortization expense of intangible assets for the remainder of fiscal year 2017 and succeeding fiscal years is as follows:
Fiscal Year
 
Amount
2017
 
$
4,826

2018
 
9,183

2019
 
8,367

2020
 
7,821

2021
 
7,274

2022 and Thereafter
 
2,739

 
Total
 
$
40,210

Long-Term Debt and Capital Lease Obligations (Tables)
As of December 30, 2016, the Term Loan consisted of the following:

Current portion of Term Loan
 
$
5,625

 
 
 
Long-term portion of Term Loan
 
$
63,750

Less: Debt issuance costs
 
(1,000
)
Net long-term carrying amount
 
$
62,750

The scheduled principal amounts due under the Company’s Term Loan obligations as of December 30, 2016 for the remainder of fiscal year 2017 and succeeding fiscal years are as follows:

2017
 
$
2,813

2018
 
5,625

2019
 
5,625

2020
 
5,625

2021
 
49,687

 
Total
 
$
69,375

The principal amounts due under the Company’s remaining CoCo debt obligations as of December 30, 2016 for the remainder of fiscal year 2017 and succeeding fiscal years is as follows:
2017
 
$
4,271

2018
 
5,734

2019
 
3,717

2020
 
3,980

2021
 
1,388

 
Total
 
$
19,090

Operating Segments (Tables)
Schedule of Segment Reporting Information, by Segment
The following tables present summarized financial information for the Company's operating segments (for the periods noted below): 
 
 
Power
 
Environmental
 
Infrastructure
 
Oil & Gas
 
Total
 
 
 
 
 
 
 
 
 
 
 
Three months ended December 30, 2016:
 
 
 
 
 
 
 
 
 
 
Gross revenue
 
$
67,860

 
$
80,162

 
$
21,442

 
$
27,483

 
$
196,947

Net service revenue
 
40,288

 
50,325

 
14,618

 
21,332

 
126,563

Segment profit
 
9,501

 
9,184

 
3,474

 
1,467

 
23,626

Depreciation
 
438

 
657

 
139

 
311

 
1,545

Amortization
 
245

 
254

 

 
1,992

 
2,491

 
 
 
 
 
 
 
 
 
 
 
Three months ended December 25, 2015:
 
 
 
 
 
 
 
 
 
 
Gross revenue
 
$
48,040

 
$
77,925

 
$
22,307

 
$
8,017

 
$
156,289

Net service revenue
 
39,794

 
51,424

 
13,709

 
5,986

 
110,913

Segment profit (loss)
 
9,470

 
9,548

 
2,532

 
(1,161
)
 
20,389

Depreciation
 
492

 
638

 
125

 
267

 
1,522

Amortization
 
298

 
300

 

 
302

 
900


 
 
 
 
 
 
 
 
 
 
 
 
 
Power
 
Environmental
 
Infrastructure
 
Oil & Gas
 
Total
 
 
 
 
 
 
 
 
 
 
 
Six months ended December 30, 2016:
 
 
 
 
 
 
 
 
 
 
Gross revenue
 
$
124,854

 
$
154,098

 
$
44,355

 
$
54,121

 
$
377,428

Net service revenue
 
77,388

 
99,219

 
31,249

 
42,671

 
250,527

Segment profit
 
17,468

 
18,236

 
7,782

 
2,838

 
46,324

Depreciation
 
881

 
1,301

 
277

 
663

 
3,122

Amortization
 
493

 
528

 

 
4,059

 
5,080

 
 
 
 
 
 
 
 
 
 
 
Six months ended December 25, 2015:
 
 
 
 
 
 
 
 
 
 
Gross revenue
 
$
87,276

 
$
153,768

 
$
42,277

 
$
8,017

 
$
291,338

Net service revenue
 
74,132

 
102,988

 
27,272

 
5,986

 
210,378

Segment profit (loss)
 
16,782

 
19,529

 
5,425

 
(1,161
)
 
40,575

Depreciation
 
956

 
1,262

 
222

 
267

 
2,707

Amortization
 
599

 
665

 

 
302

 
1,566

 
 
Three Months Ended
 
Six Months Ended
Gross revenue
 
December 30, 2016

December 25, 2015
 
December 30, 2016
 
December 25, 2015
Gross revenue from reportable operating segments
 
$
196,947

 
$
156,289

 
$
377,428

 
$
291,338

Reconciling items (1)
 
1,715

 
1,454

 
2,085

 
1,864

  Total consolidated gross revenue
 
$
198,662

 
$
157,743

 
$
379,513

 
$
293,202

 
 
 
 
 
 
 
 
 
Net service revenue
 
 
 
 
 
 
 
 
Net service revenue from reportable operating segments
 
$
126,563

 
$
110,913

 
$
250,527

 
$
210,378

Reconciling items (1)
 
793

 
469

 
1,134

 
1,167

  Total consolidated net service revenue
 
$
127,356

 
$
111,382

 
$
251,661

 
$
211,545

 
 
 
 
 
 
 
 
 
Income from operations before taxes
 
 
 
 
 
 
 
 
Segment profit from reportable operating segments
 
$
23,626

 
$
20,389

 
$
46,324

 
$
40,575

Corporate shared services (2)
 
(13,969
)
 
(10,582
)
 
(28,915
)
 
(20,535
)
Stock-based compensation expense
 
(2,286
)
 
(1,511
)
 
(3,743
)
 
(2,780
)
Unallocated acquisition and integration expenses
 

 
(1,240
)
 

 
(2,118
)
Unallocated depreciation and amortization
 
(335
)
 
(358
)
 
(673
)
 
(771
)
Interest income
 
286

 
137

 
564

 
137

Interest expense
 
(841
)
 
(461
)
 
(1,686
)
 
(489
)
  Total consolidated income from operations before taxes
 
$
6,481

 
$
6,374

 
$
11,871

 
$
14,019

 
 
 
 
 
 
 
 
 
Acquisition and integration expenses
 
 
 
 
 
 
 
 
Acquisition and integration expenses from reportable operating segments
 
$

 
$

 
$

 
$

Unallocated acquisition and integration expenses
 

 
1,240

 

 
2,118

Total consolidated acquisition and integration expenses
 
$

 
$
1,240

 
$

 
$
2,118

 
 
 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
 
 
 
Depreciation and amortization from reportable operating segments
 
$
4,036

 
$
2,422

 
$
8,202

 
$
4,273

Unallocated depreciation and amortization
 
335

 
358

 
673

 
771

  Total consolidated depreciation and amortization
 
$
4,371

 
$
2,780

 
$
8,875

 
$
5,044

 
 
 
 
 
 
 
 
 
(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.
New Accounting Pronouncements (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 30, 2016
Accounting Policies [Abstract]
 
 
Tax benefit
$ 27 
$ 21 
Increase in diluted weighted average common shares outstanding (in shares) (less than)
147 
Fair Value Measurements (Details) (Fair Value, Measurements, Recurring, USD $)
In Thousands, unless otherwise specified
Dec. 30, 2016
Jun. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
$ 9,472 
$ 9,868 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
90 
233 
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
8,363 
8,556 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
1,109 
1,312 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Financial and Nonfinancial Liabilities, Fair Value Disclosure
90 
233 
Mutual funds
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
49 
71 
Mutual funds |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
49 
71 
Mutual funds |
Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Mutual funds |
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Certificates of deposit
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
105 
107 
Certificates of deposit |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Certificates of deposit |
Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
105 
107 
Certificates of deposit |
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Municipal bonds
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
532 
547 
Municipal bonds |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Municipal bonds |
Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
532 
547 
Municipal bonds |
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Corporate bonds
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
256 
439 
Corporate bonds |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Corporate bonds |
Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
256 
439 
Corporate bonds |
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
U.S. Government bonds
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
216 
219 
U.S. Government bonds |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
U.S. Government bonds |
Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
216 
219 
U.S. Government bonds |
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
U.S. Treasury Notes
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
1,937 
2,009 
U.S. Treasury Notes |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
1,937 
2,009 
U.S. Treasury Notes |
Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
U.S. Treasury Notes |
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Money market accounts and cash deposits
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
6,377 
6,476 
Money market accounts and cash deposits |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
6,377 
6,476 
Money market accounts and cash deposits |
Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Money market accounts and cash deposits |
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Restricted Investments, at Fair Value
Contingent consideration
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
90 
233 
Contingent consideration |
Level 1
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
Contingent consideration |
Level 2
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
Contingent consideration |
Level 3
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
Financial and Nonfinancial Liabilities, Fair Value Disclosure
$ 90 
$ 233 
Fair Value Measurements Roll Forward (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Dec. 30, 2016
Contingent Consideration Liability [Roll Forward]
 
Contingent consideration balance at July 1, 2016
$ 233 
Decrease of liability related to re-measurement of fair value
(143)
Contingent consideration balance at December 30, 2016
$ 90 
Stock-Based Compensation - Stock-Based Award Plans (Details)
6 Months Ended
Dec. 30, 2016
stock_based_award_plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Number of Types of Awards Available for Grant
Number Of Awards That Can Be Granted Annually
100,000 
Grant period
12 months 
Options Available For Future Grant
2,015,000 
Maximum
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Awards CEO Has Authority To Grant
10,000 
Stock-Based Compensation - Schedule of Employee Service-based Compensation, Allocation of Recognized Period Costs (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Dec. 30, 2016
Dec. 25, 2015
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Total stock-based compensation expense
$ 2,286 
$ 1,511 
$ 3,743 
$ 2,780 
Cost of services
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Total stock-based compensation expense
1,283 
802 
1,990 
1,449 
General and administrative expenses
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Total stock-based compensation expense
$ 1,003 
$ 709 
$ 1,753 
$ 1,331 
Stock-Based Compensation - Summary Of Stock Option Activity (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
 
Outstanding Options At Beginning Of Period (in shares)
85 
 
Options exercised (in shares)
(72)
 
Options expired (in shares)
(1)
 
Outstanding Options At End Of Period (in shares)
12 
 
Options Exercisable (in shares)
12 
 
Options Vested And Expected To Vest (in shares)
12 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
 
 
Outstanding Options At Beginning Of Period, Weighted Average Exercise Price (in dollars per share)
$ 8.28 
 
Options Exercised, Weighted Average Exercise Price (in dollars per share)
$ 8.96 
 
Options Expired, Weighted Average Exercise Price (in dollars per share)
$ 9.80 
 
Outstanding Options At End Of Period, Weighted Average Exercise Price (in dollars per share)
$ 4.20 
 
Options Exercisable, Weighted Average Exercise Price (in dollars per share)
$ 4.20 
 
Options Vested And Expected To Vest, Weighted Average Exercise Price (in dollars per share)
$ 4.20 
 
Options Outstanding, Weighted Average Remaining Contractual Term
1 year 6 months 10 days 
 
Options Exercisable, Weighted Average Remaining Contractual Term
1 year 6 months 10 days 
 
Options Vested and Expected to Vest, Weighted Average Remaining Contractual Term
1 year 6 months 10 days 
 
Outstanding Options, Aggregate Intrinsic Value
$ 78 
 
Options Exercisable, Aggregate Intrinsic Value
78 
 
Options Vested And Expected To Vest, Aggregate Intrinsic Value
78 
 
Share Price (in dollars per share)
$ 10.60 
 
Total intrinsic value of options exercised
55 
120 
Proceeds received from options exercised
$ 638 
$ 209 
Stock-Based Compensation - Summary of Non Vested Restricted Stock Awards/Units (Details) (USD $)
3 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Dec. 30, 2016
Dec. 25, 2015
Restricted Stock Award
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
 
 
 
Awards granted
 
 
 
Non-vested awards, end of period
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
 
Vesting Period
 
 
4 years 
 
Total unrecognized compensation expense related to unvested awards
$ 0 
 
$ 0 
 
Restricted Stock Units (RSUs)
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
 
 
 
Non-vested awards, beginning of period
 
 
904,000 
 
Awards granted
78,000 
258,000 
595,000 
271,000 
Awards vested
 
 
(338,000)
 
Awards forfeited
 
 
(30,000)
 
Non-vested awards, end of period
1,131,000 
 
1,131,000 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
 
Non-vested awards, Weighted Average Grate Date Fair Value, Beginning Of Period (in dollars per share)
 
 
$ 8.24 
 
Awards Granted, Weighted Average Grant Date Fair Value (in dollars per share)
 
 
$ 6.78 
 
Awards vested, Weighted Average Grant Date Fair Value (in dollars per share)
 
 
$ 8.05 
 
Awards forfeited, Weighted Average Grant Date Fair Value (in dollars per share)
 
 
$ 10.41 
 
Non-vested awards, Weighted Average Grate Date Fair Value, End Of Period (in dollars per share)
$ 7.47 
 
$ 7.47 
 
Vesting Period
 
 
4 years 
 
Total unrecognized compensation expense related to unvested awards
7,647,000 
 
7,647,000 
 
Weighted average period of recognition on unvested options
 
 
2 years 9 months 15 days 
 
Weighted average grant date fair value
848,000 
 
4,036,000 
 
Awards Granted, Fair Value At Grant Date
 
2,876,000 
 
3,026,000 
Total Fair Value Of Units Vesting During Period
1,835,000 
1,165,000 
2,801,000 
3,946,000 
Performance Stock Units (PSUs)
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
 
 
 
Awards granted
 
 
512,000 
410,000 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
 
Non-vested awards, Weighted Average Grate Date Fair Value, Beginning Of Period (in dollars per share)
 
 
$ 8.74 
 
Awards Granted, Weighted Average Grant Date Fair Value (in dollars per share)
 
 
$ 6.15 
 
Awards vested, Weighted Average Grant Date Fair Value (in dollars per share)
 
 
$ 7.75 
 
Awards forfeited, Weighted Average Grant Date Fair Value (in dollars per share)
 
 
$ 9.70 
 
Non-vested awards, Weighted Average Grate Date Fair Value, End Of Period (in dollars per share)
$ 7.59 
 
$ 7.59 
 
Vesting Period
 
 
4 years 
 
Total unrecognized compensation expense related to unvested awards
6,101,000 
 
6,101,000 
 
Weighted average period of recognition on unvested options
 
 
2 years 6 months 25 days 
 
Weighted average grant date fair value
 
 
3,152,000 
3,668,000 
Total Fair Value Of Units Vesting During Period
 
 
$ 3,107,000 
$ 4,097,000 
Minimum |
Performance Stock Units (PSUs)
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
 
Percentage Of Payout Earned Based On Predefined Targets
 
 
0.00% 
 
Maximum |
Performance Stock Units (PSUs)
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
 
Percentage Of Payout Earned Based On Predefined Targets
 
 
150.00% 
 
Previously Reported |
Performance Stock Units (PSUs)
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
 
 
 
Non-vested awards, beginning of period
 
 
895,000 
 
Awards granted
 
 
512,000 
 
Awards vested
 
 
(320,000)
 
Awards forfeited
 
 
(89,000)
 
Non-vested awards, end of period
998,000 
 
998,000 
 
Adjustment
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
 
 
 
Awards granted
 
 
56,000 
 
Awards vested
 
 
(56,000)
 
Actual |
Performance Stock Units (PSUs)
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
 
 
 
Non-vested awards, beginning of period
 
 
895,000 
 
Awards granted
 
 
568,000 
 
Awards vested
 
 
(376,000)
 
Awards forfeited
 
 
(89,000)
 
Non-vested awards, end of period
998,000 
 
998,000 
 
Earnings per Share (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Dec. 30, 2016
Dec. 25, 2015
Earnings Per Share [Abstract]
 
 
 
 
Net income applicable to TRC Companies, Inc.
$ 3,998 
$ 3,937 
$ 7,637 
$ 8,429 
Basic weighted-average common shares outstanding (shares)
31,451 
30,968 
31,300 
30,805 
Effect of dilutive stock options, RSA's, RSU's and PSU's (in shares)
515 
401 
483 
542 
Diluted weighted-average common shares outstanding (in shares)
31,966 
31,369 
31,783 
31,347 
Earnings per common share applicable to TRC Companies, Inc.
 
 
 
 
Basic earnings per common share (in dollars per share)
$ 0.13 
$ 0.13 
$ 0.24 
$ 0.27 
Diluted earnings per common share (in dollars per share)
$ 0.13 
$ 0.13 
$ 0.24 
$ 0.27 
Anti-dilutive stock options, RSA's, RSU's and PSU's, excluded from the calculation (in dollars per share)
1,130 
1,423 
1,161 
1,282 
Accounts Receivable - Current Portion of Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 30, 2016
Jun. 30, 2016
Accounts Receivable, Net, Current [Abstract]
 
 
Total accounts receivable - gross
$ 182,638 
$ 157,577 
Less allowance for doubtful accounts
(8,423)
(8,297)
Total accounts receivable, less allowance for doubtful accounts
174,215 
149,280 
Billed
 
 
Accounts Receivable, Net, Current [Abstract]
 
 
Total accounts receivable - gross
116,578 
90,194 
Unbilled
 
 
Accounts Receivable, Net, Current [Abstract]
 
 
Total accounts receivable - gross
62,333 
64,954 
Retainage
 
 
Accounts Receivable, Net, Current [Abstract]
 
 
Total accounts receivable - gross
$ 3,727 
$ 2,429 
Other Accrued Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 30, 2016
Jun. 30, 2016
Accounts Payable and Accrued Liabilities, Current [Abstract]
 
 
Contract costs
$ 40,652 
$ 40,343 
Legal accruals
6,389 
5,232 
Lease obligations
5,162 
5,564 
Other
7,593 
6,887 
Total other accrued liabilities
$ 59,796 
$ 58,026 
Business Acquisitions, Goodwill and Other Intangible Assets - Narrative (Details) (USD $)
3 Months Ended 6 Months Ended 0 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Dec. 30, 2016
Dec. 25, 2015
Jun. 30, 2016
Nov. 30, 2015
Oil and Gas
Mar. 31, 2016
Oil and Gas
Nov. 30, 2015
Oil and Gas
Dec. 30, 2016
Contract backlog
Oil and Gas
Nov. 30, 2015
Customer relationships and backlog
Oil and Gas
Dec. 30, 2016
Internally developed software
Oil and Gas
Nov. 30, 2015
Internally developed software
Oil and Gas
Dec. 30, 2016
Customer relationships
Dec. 30, 2016
Customer relationships
Oil and Gas
Dec. 30, 2016
Minimum
Customer relationships
Oil and Gas
Dec. 30, 2016
Maximum
Customer relationships
Oil and Gas
Dec. 30, 2016
Oil and Gas
Jun. 30, 2016
Oil and Gas
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase price
 
 
 
 
 
$ 124,498,000 
 
 
 
 
 
 
 
 
 
 
 
 
Cash paid
 
 
 
 
 
119,955,000 
 
 
 
 
 
 
 
 
 
 
 
 
Second cash payment
 
 
 
 
 
 
 
7,500,000 
 
 
 
 
 
 
 
 
 
 
Net working capital adjustment
 
 
 
 
 
 
2,354,000 
2,957,000 
 
 
 
 
 
 
 
 
 
 
Goodwill
75,337,000 
 
75,337,000 
 
75,337,000 
 
 
60,294,000 
 
 
 
 
 
 
 
 
38,313,000 
38,313,000 
Total identifiable intangible assets
 
 
 
 
 
 
 
44,500,000 
 
43,500,000 
 
1,000,000 
 
 
 
 
 
 
Intangible asset, useful life
 
 
 
 
 
 
 
 
1 year 
 
5 years 
 
 
 
12 years 
15 years 
 
 
Amortization period of identifiable intangible assets
 
 
7 years 
 
 
 
 
 
 
 
5 years 
 
7 years 
6 years 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
 
 
355,000 
 
 
 
 
 
 
 
 
 
 
Amortization of Intangible Assets
$ 2,617,000 
$ 1,076,000 
$ 5,333,000 
$ 1,916,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Acquisitions, Goodwill and Other Intangible Assets - Net Assets Acquired (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 30, 2016
Jun. 30, 2016
Nov. 30, 2015
Oil and Gas
Nov. 30, 2015
Oil and Gas
Customer relationships and backlog
Nov. 30, 2015
Oil and Gas
Internally developed software
Nov. 30, 2015
Previously Reported
Oil and Gas
Nov. 30, 2015
Previously Reported
Oil and Gas
Customer relationships and backlog
Nov. 30, 2015
Previously Reported
Oil and Gas
Internally developed software
Nov. 30, 2015
Adjustment
Oil and Gas
Nov. 30, 2015
Adjustment
Oil and Gas
Customer relationships and backlog
Nov. 30, 2015
Adjustment
Oil and Gas
Internally developed software
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
$ 355 
 
 
$ 355 
 
 
$ 0 
 
 
Accounts receivable
 
 
28,263 
 
 
26,406 
 
 
(1,857)
 
 
Prepaid expenses and other current assets
 
 
7,228 
 
 
7,276 
 
 
48 
 
 
Property and equipment
 
 
3,552 
 
 
3,552 
 
 
 
 
Identifiable intangible assets:
 
 
 
 
 
 
 
 
 
 
 
Total identifiable intangible assets
 
 
44,500 
43,500 
1,000 
44,500 
43,500 
1,000 
Goodwill
75,337 
75,337 
60,294 
 
 
64,673 
 
 
4,379 
 
 
Other non-current assets
 
 
20,683 
 
 
20,683 
 
 
 
 
Accounts payable
 
 
(2,544)
 
 
(2,587)
 
 
(43)
 
 
Accrued compensation and benefits
 
 
(7,201)
 
 
(7,199)
 
 
 
 
Other accrued liabilities
 
 
(5,110)
 
 
(5,210)
 
 
(100)
 
 
Current portion of long-term debt
 
 
(6,485)
 
 
(6,447)
 
 
38 
 
 
Long-term debt, net of current portion
 
 
(18,547)
 
 
(18,547)
 
 
 
 
Non-controlling interest
 
 
(490)
 
 
 
 
490 
 
 
Net assets acquired
 
 
$ 124,498 
 
 
$ 127,455 
 
 
$ (2,957)
 
 
Business Acquisitions, Goodwill and Other Intangible Assets - Pro Forma Information (Details) (Oil and Gas, USD $)
In Thousands, except Per Share data, unless otherwise specified
6 Months Ended
Dec. 25, 2015
Oil and Gas
 
Business Acquisition [Line Items]
 
Gross revenue
$ 368,254 
Net service revenue
262,121 
Net income applicable to TRC Companies, Inc.
$ 6,419 
Basic earnings per common share (in dollars per share)
$ 0.21 
Diluted earnings per common share (in dollars per share)
$ 0.20 
Business Acquisitions, Goodwill and Other Intangible Assets - Goodwill (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Dec. 30, 2016
Goodwill [Roll Forward]
 
Gross Goodwill, Beginning of Period
$ 136,913 
Goodwill, Impaired, Accumulated Impairment Loss, Beginning of Period
(61,576)
Goodwill, Beginning of Period
75,337 
Goodwill, Period Increase (Decrease)
Gross Goodwill, End of Period
136,913 
Goodwill, Impaired, Accumulated Impairment Loss, End of Period
(61,576)
Goodwill
75,337 
Power
 
Goodwill [Roll Forward]
 
Gross Goodwill, Beginning of Period
28,506 
Goodwill, Impaired, Accumulated Impairment Loss, Beginning of Period
(14,506)
Goodwill, Beginning of Period
14,000 
Goodwill, Period Increase (Decrease)
Gross Goodwill, End of Period
28,506 
Goodwill, Impaired, Accumulated Impairment Loss, End of Period
(14,506)
Goodwill
14,000 
Environmental
 
Goodwill [Roll Forward]
 
Gross Goodwill, Beginning of Period
40,889 
Goodwill, Impaired, Accumulated Impairment Loss, Beginning of Period
(17,865)
Goodwill, Beginning of Period
23,024 
Goodwill, Period Increase (Decrease)
Gross Goodwill, End of Period
40,889 
Goodwill, Impaired, Accumulated Impairment Loss, End of Period
(17,865)
Goodwill
23,024 
Infrastructure
 
Goodwill [Roll Forward]
 
Gross Goodwill, Beginning of Period
7,224 
Goodwill, Impaired, Accumulated Impairment Loss, Beginning of Period
(7,224)
Goodwill, Beginning of Period
Goodwill, Period Increase (Decrease)
Gross Goodwill, End of Period
7,224 
Goodwill, Impaired, Accumulated Impairment Loss, End of Period
(7,224)
Goodwill
Oil and Gas
 
Goodwill [Roll Forward]
 
Gross Goodwill, Beginning of Period
60,294 
Goodwill, Impaired, Accumulated Impairment Loss, Beginning of Period
(21,981)
Goodwill, Beginning of Period
38,313 
Goodwill, Period Increase (Decrease)
Gross Goodwill, End of Period
60,294 
Goodwill, Impaired, Accumulated Impairment Loss, End of Period
(21,981)
Goodwill
$ 38,313 
Business Acquisitions, Goodwill and Other Intangible Assets - Identifiable Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Dec. 30, 2016
Dec. 25, 2015
Jun. 30, 2016
Indentifiable Intangible Assets [Line Items]
 
 
 
 
 
Amortization of Intangible Assets
$ 2,617 
$ 1,076 
$ 5,333 
$ 1,916 
 
Finite-lived Intangible Assets
 
 
 
 
 
Finite-Lived Intangible Assets, Gross
61,118 
 
61,118 
 
61,118 
Accumulated Amortization of Identifiable Intangible Assets
(20,908)
 
(20,908)
 
(15,575)
Finite-Lived Intangible Assets, Net
40,210 
 
40,210 
 
45,543 
Indefinite-lived Intangible Assets
 
 
 
 
 
Indefinite-Lived Intangible Assets (Excluding Goodwill)
61,544 
 
61,544 
 
61,544 
Intangible Assets Net Excluding Goodwill Accumulated Amortization
(20,908)
 
(20,908)
 
(15,575)
Intangible Assets, Net (Excluding Goodwill)
40,636 
 
40,636 
 
45,969 
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
 
 
 
 
 
2017
4,826 
 
4,826 
 
 
2018
9,183 
 
9,183 
 
 
2019
8,367 
 
8,367 
 
 
2020
7,821 
 
7,821 
 
 
2021
7,274 
 
7,274 
 
 
2022 and thereafter
2,739 
 
2,739 
 
 
Engineering licenses
 
 
 
 
 
Indefinite-lived Intangible Assets
 
 
 
 
 
Indefinite-Lived Intangible Assets (Excluding Goodwill)
426 
 
426 
 
426 
Customer relationships
 
 
 
 
 
Finite-lived Intangible Assets
 
 
 
 
 
Finite-Lived Intangible Assets, Gross
59,218 
 
59,218 
 
59,218 
Accumulated Amortization of Identifiable Intangible Assets
(19,791)
 
(19,791)
 
(14,933)
Finite-Lived Intangible Assets, Net
39,427 
 
39,427 
 
44,285 
Contract backlog
 
 
 
 
 
Finite-lived Intangible Assets
 
 
 
 
 
Finite-Lived Intangible Assets, Gross
900 
 
900 
 
900 
Accumulated Amortization of Identifiable Intangible Assets
(900)
 
(900)
 
(525)
Finite-Lived Intangible Assets, Net
 
 
375 
Technology
 
 
 
 
 
Finite-lived Intangible Assets
 
 
 
 
 
Finite-Lived Intangible Assets, Gross
1,000 
 
1,000 
 
1,000 
Accumulated Amortization of Identifiable Intangible Assets
(217)
 
(217)
 
(117)
Finite-Lived Intangible Assets, Net
$ 783 
 
$ 783 
 
$ 883 
Long-Term Debt and Capital Lease Obligations (Details) (USD $)
0 Months Ended 3 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Dec. 30, 2016
Jun. 30, 2016
Nov. 30, 2015
New Credit Agreement
lender
Nov. 30, 2015
New Credit Agreement
Dec. 30, 2016
CoCo Debt
Dec. 30, 2016
Subordinated Debt
Other note payable
Jul. 1, 2016
Subordinated Debt
Other note payable
Payments
Nov. 30, 2015
Minimum
New Credit Agreement
Nov. 30, 2015
Minimum
New Credit Agreement
Nov. 30, 2015
Maximum
New Credit Agreement
Nov. 30, 2015
Maximum
New Credit Agreement
Dec. 30, 2016
Credit Agreement Two
Subordinated Debt
Other note payable
Nov. 30, 2015
Letters of Credit
New Credit Agreement
Nov. 30, 2015
Letters of Credit
Minimum
New Credit Agreement
Nov. 30, 2015
Letters of Credit
Maximum
New Credit Agreement
Nov. 30, 2015
Revolving Credit Facility
New Credit Agreement
Nov. 30, 2015
Revolving Credit Facility
New Credit Agreement
Nov. 30, 2015
Term Loan
New Credit Agreement
Dec. 30, 2016
Term Loan
New Credit Agreement
Nov. 30, 2015
Term Loan
New Credit Agreement
Nov. 30, 2015
Base Rate
Minimum
New Credit Agreement
Nov. 30, 2015
Base Rate
Maximum
New Credit Agreement
Nov. 30, 2015
LIBOR
Minimum
New Credit Agreement
Nov. 30, 2015
LIBOR
Maximum
New Credit Agreement
Mar. 31, 2016
Oil and Gas
Nov. 30, 2015
Oil and Gas
Dec. 30, 2016
Oil and Gas
New Credit Agreement
Nov. 30, 2015
Oil and Gas
New Credit Agreement
Nov. 30, 2015
Oil and Gas
Revolving Credit Facility
New Credit Agreement
Dec. 30, 2016
Oil and Gas
Term Loan
New Credit Agreement
Nov. 30, 2015
Oil and Gas
Term Loan
New Credit Agreement
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt term
 
 
5 years 
 
 
 
 
 
 
 
 
 
 
 
 
5 years 
 
5 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity
 
 
 
$ 175,000,000 
 
 
 
 
 
 
 
 
$ 15,000,000 
 
 
 
$ 100,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.50% 
1.25% 
1.50% 
2.25% 
 
 
 
 
 
 
 
Fixed charge coverage ratio
 
 
 
 
 
 
 
 
1.25 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leverage ratio
 
 
 
 
 
 
 
 
 
 
3.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line Of Credit Facility, Dividend Restrictions Threshold
 
 
 
 
 
 
 
10,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of credit, remaining borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
97,346,000 
 
 
 
 
Additional number of lenders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
75,000,000 
 
 
 
 
 
 
 
 
 
 
 
Additional borrowing amount
 
 
 
75,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Percent Of Outstanding Amount, Payable Quarterly
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.875% 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, stated interest rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.1056% 
 
Debt instrument, covenant compliance, conditional term rate one
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, covenant compliance, conditional term rate two
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, covenant compliance, conditional term rate based on net cash proceeds from asset sales subject to certain reinvestment rights
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, covenant compliance, conditional term rate based on net cash proceeds from issuance of debt other than debt permitted under credit facility
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, covenant compliance, conditional term rate based on net cash proceeds from events of loss subject to certain reinvestments rights
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
 
 
 
 
 
 
 
 
 
Unused borrowing capacity, fee
 
 
 
 
 
 
 
0.20% 
 
0.375% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt issuance costs, fee
 
 
 
 
 
 
 
 
 
 
 
 
 
1.50% 
2.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
102,000,000 
27,000,000 
 
75,000,000 
Debt instrument, effective rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.15% 
 
Debt instrument, fee amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,916,000 
 
1,332,000 
Long-term Debt
 
 
 
 
19,090,000 
 
3,838,000 
 
 
 
 
552,000 
 
 
 
 
 
 
69,375,000 
 
 
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
13,963,000 
18,339,000 
 
 
7,769,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,625,000 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets
14,540,000 
18,383,000 
 
 
19,090,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other assets, current
 
 
 
 
7,769,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of installment payments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, periodic payment
 
 
 
 
 
552,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stated finance charge rate
 
 
 
 
 
 
2.19% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Second cash payment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7,500,000 
 
 
 
 
 
Net working capital adjustment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 2,354,000 
$ 2,957,000 
 
 
 
 
 
Long-Term Debt and Capital Lease Obligation - Long Term Debt (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 30, 2016
Jun. 30, 2016
Debt Instrument [Line Items]
 
 
Current portion of long-term debt
$ 13,963 
$ 18,339 
Long-term debt, net of current portion
74,101 
79,243 
New Credit Agreement |
Term Loan
 
 
Debt Instrument [Line Items]
 
 
Current portion of long-term debt
5,625 
 
Long-term debt, net of current portion
63,750 
 
Less: Debt issuance costs
(1,000)
 
Net long-term carrying amount
$ 62,750 
 
Long-Term Debt and Capital Lease Obligations - Debt Maturities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 30, 2016
CoCo Debt
 
Debt Instrument [Line Items]
 
2017
$ 4,271 
2018
5,734 
2019
3,717 
2020
3,980 
2021
1,388 
Total
19,090 
Term Loan |
New Credit Agreement
 
Debt Instrument [Line Items]
 
2017
2,813 
2018
5,625 
2019
5,625 
2020
5,625 
2021
49,687 
Total
$ 69,375 
Variable Interest Entity (Details) (WBA [Member], Variable Interest Entity, Primary Beneficiary, USD $)
In Thousands, unless otherwise specified
6 Months Ended
Dec. 30, 2016
WBA [Member] |
Variable Interest Entity, Primary Beneficiary
 
Variable Interest Entity [Line Items]
 
Variable interest entity, cash and cash equivalents
$ 558 
Variable interest entity, accounts receivable
234 
Variable interest entity, other current liabilities
Variable interest entity, financial support given
$ 9 
Income Taxes - Federal and State Income Tax (Provision) Benefit (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 30, 2016
Dec. 25, 2015
Income Tax Disclosure [Abstract]
 
 
 
Effective tax rate
 
35.50% 
39.90% 
Federal statutory rate
 
35.00% 
 
Recorded liability for uncertain tax positions
$ 960 
$ 960 
 
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities
 
1,344 
 
Current Income Tax Expense (Benefit)
 
(294)
 
Tax benefit
$ 27 
$ 21 
 
Operating Segments - Segment Summary (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Dec. 30, 2016
segment
Dec. 25, 2015
Segment Reporting Information [Line Items]
 
 
 
 
Number of operating segments (in segments)
 
 
 
Gross revenue
$ 198,662 
$ 157,743 
$ 379,513 
$ 293,202 
Net service revenue
127,356 
111,382 
251,661 
211,545 
Segment profit (loss)
7,036 
6,698 
12,993 
14,371 
Total [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Gross revenue
196,947 
156,289 
377,428 
291,338 
Net service revenue
126,563 
110,913 
250,527 
210,378 
Segment profit (loss)
23,626 
20,389 
46,324 
40,575 
Depreciation
1,545 
1,522 
3,122 
2,707 
Amortization
2,491 
900 
5,080 
1,566 
Energy
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Gross revenue
67,860 
48,040 
124,854 
87,276 
Net service revenue
40,288 
39,794 
77,388 
74,132 
Segment profit (loss)
9,501 
9,470 
17,468 
16,782 
Depreciation
438 
492 
881 
956 
Amortization
245 
298 
493 
599 
Environmental
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Gross revenue
80,162 
77,925 
154,098 
153,768 
Net service revenue
50,325 
51,424 
99,219 
102,988 
Segment profit (loss)
9,184 
9,548 
18,236 
19,529 
Depreciation
657 
638 
1,301 
1,262 
Amortization
254 
300 
528 
665 
Infrastructure
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Gross revenue
21,442 
22,307 
44,355 
42,277 
Net service revenue
14,618 
13,709 
31,249 
27,272 
Segment profit (loss)
3,474 
2,532 
7,782 
5,425 
Depreciation
139 
125 
277 
222 
Amortization
Oil & Gas
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Gross revenue
27,483 
8,017 
54,121 
8,017 
Net service revenue
21,332 
5,986 
42,671 
5,986 
Segment profit (loss)
1,467 
(1,161)
 
(1,161)
Depreciation
311 
267 
663 
267 
Amortization
$ 1,992 
$ 302 
$ 4,059 
$ 302 
Operating Segments - Segment Detail (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 30, 2016
Dec. 25, 2015
Dec. 30, 2016
Dec. 25, 2015
Segment Reporting Information [Line Items]
 
 
 
 
Gross revenue
$ 198,662 
$ 157,743 
$ 379,513 
$ 293,202 
Net service revenue
127,356 
111,382 
251,661 
211,545 
Segment profit from reportable operating segments
7,036 
6,698 
12,993 
14,371 
Corporate shared services
(13,969)
(10,582)
(28,915)
(20,535)
Stock-based compensation expense
(2,286)
(1,511)
(3,743)
(2,780)
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed
(1,240)
(2,118)
Depreciation and amortization
(4,371)
(2,780)
(8,875)
(5,044)
Interest income
286 
137 
564 
137 
Interest expense
(841)
(461)
(1,686)
(489)
Income from operations before taxes
6,481 
6,374 
11,871 
14,019 
Acquisition and integration expenses
(1,240)
(2,118)
Oil and Gas
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Segment profit from reportable operating segments
 
 
2,838 
 
Operating Segments
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Gross revenue
196,947 
156,289 
377,428 
291,338 
Net service revenue
126,563 
110,913 
250,527 
210,378 
Segment profit from reportable operating segments
23,626 
20,389 
46,324 
40,575 
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed
Depreciation and amortization
(4,036)
(2,422)
(8,202)
(4,273)
Reconciling Items
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Gross revenue
1,715 
1,454 
2,085 
1,864 
Net service revenue
793 
469 
1,134 
1,167 
Depreciation and amortization
$ (335)
$ (358)
$ (673)
$ (771)
Commitments and Contingencies (Details) (USD $)
6 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended
Dec. 30, 2016
Jun. 30, 2016
Dec. 30, 2016
Environmental Restoration Costs
Dec. 30, 2016
Minimum
Sep. 30, 2016
Minimum
Environmental Restoration Costs
Dec. 30, 2016
Minimum
Environmental Restoration Costs
Dec. 30, 2016
Maximum
Sep. 30, 2016
Maximum
Environmental Restoration Costs
Dec. 30, 2016
Maximum
Environmental Restoration Costs
Dec. 30, 2016
TRC vs LVI Group Services Inc
Pending Litigation
Favorable Regulatory Action
Dec. 30, 2016
TRC vs LVI Group Services Inc
Pending Litigation
Unfavorable Regulatory Action
Loss Contingencies [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Loss Contingency, Estimate of Possible Loss
 
 
$ 24,200,000 
$ 0 
 
$ 0 
$ 6,000,000 
 
$ 18,600,000 
 
 
Loss Contingency, Expected Payment Period
 
 
 
 
1 year 
 
 
5 years 
 
 
 
Gain Contingency, Unrecorded Amount
 
 
 
 
 
 
 
 
 
3,000,000 
 
Loss Contingency, Damages Sought, Value
 
 
 
 
 
 
 
 
 
 
9,900,000 
Accrued litigation-related liabilities
5,845,000 
4,869,000 
 
 
 
 
 
 
 
 
 
Insurance recovery receivables related to litigation related reserves
3,022,000 
2,661,000 
 
 
 
 
 
 
 
 
 
Possible increase in potential litigation related liabilities
 
 
 
 
 
 
11,200,000 
 
 
 
 
Amount of potential litigation related liabilities covered by insurance
$ 2,100,000 
 
$ 4,000,000 
 
 
 
 
 
 
 
 
Subsequent Events (Details) (USD $)
0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Nov. 30, 2015
New Credit Agreement
Nov. 30, 2015
New Credit Agreement
Nov. 30, 2015
New Credit Agreement
Oil and Gas
Jan. 31, 2017
New Credit Agreement
Subsequent Event
Oil and Gas
Jan. 31, 2017
New Credit Agreement
Subsequent Event
Oil and Gas
Nov. 30, 2015
Revolving Credit Facility
New Credit Agreement
Nov. 30, 2015
Revolving Credit Facility
New Credit Agreement
Nov. 30, 2015
Revolving Credit Facility
New Credit Agreement
Oil and Gas
Nov. 30, 2015
Letters of Credit
New Credit Agreement
Nov. 30, 2015
Minimum
New Credit Agreement
Nov. 30, 2015
Minimum
New Credit Agreement
Nov. 30, 2015
Minimum
Letters of Credit
New Credit Agreement
Nov. 30, 2015
Minimum
LIBOR
New Credit Agreement
Nov. 30, 2015
Minimum
Base Rate
New Credit Agreement
Nov. 30, 2015
Maximum
New Credit Agreement
Nov. 30, 2015
Maximum
New Credit Agreement
Nov. 30, 2015
Maximum
Letters of Credit
New Credit Agreement
Nov. 30, 2015
Maximum
LIBOR
New Credit Agreement
Nov. 30, 2015
Maximum
Base Rate
New Credit Agreement
Jan. 31, 2017
Line of Credit
Revolving Credit Facility
Subsequent Event
Jan. 31, 2017
Line of Credit
Revolving Credit Facility
Subsequent Event
Jan. 31, 2017
Line of Credit
Revolving Credit Facility
Subsequent Event
Oil and Gas
Jan. 31, 2017
Line of Credit
Letters of Credit
Subsequent Event
Jan. 31, 2017
Line of Credit
Minimum
Revolving Credit Facility
Subsequent Event
Jan. 31, 2017
Line of Credit
Minimum
Revolving Credit Facility
Subsequent Event
Jan. 31, 2017
Line of Credit
Minimum
Letters of Credit
Subsequent Event
Jan. 31, 2017
Line of Credit
Minimum
LIBOR
Revolving Credit Facility
Subsequent Event
Jan. 31, 2017
Line of Credit
Minimum
Base Rate
Revolving Credit Facility
Subsequent Event
Jan. 31, 2017
Line of Credit
Maximum
Revolving Credit Facility
Subsequent Event
Jan. 31, 2017
Line of Credit
Maximum
Revolving Credit Facility
Subsequent Event
Jan. 31, 2017
Line of Credit
Maximum
Letters of Credit
Subsequent Event
Jan. 31, 2017
Line of Credit
Maximum
LIBOR
Revolving Credit Facility
Subsequent Event
Jan. 31, 2017
Line of Credit
Maximum
Base Rate
Revolving Credit Facility
Subsequent Event
Subsequent Event [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity
 
$ 175,000,000 
 
 
 
 
$ 100,000,000 
 
$ 15,000,000 
 
 
 
 
 
 
 
 
 
 
 
$ 250,000,000 
 
$ 15,000,000 
 
 
 
 
 
 
 
 
 
 
Debt term
5 years 
 
 
 
 
5 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
5 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional borrowing amount
 
75,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
75,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate of debt
 
 
 
 
 
 
 
 
 
 
 
 
1.50% 
0.50% 
 
 
 
2.25% 
1.25% 
 
 
 
 
 
 
 
1.50% 
0.50% 
 
 
 
2.75% 
1.75% 
Unused borrowing capacity, fee
 
 
 
 
 
 
 
 
 
0.20% 
 
 
 
 
0.375% 
 
 
 
 
 
 
 
 
0.20% 
 
 
 
 
0.50% 
 
 
 
 
Debt issuance costs, fee
 
 
 
 
 
 
 
 
 
 
 
1.50% 
 
 
 
 
2.25% 
 
 
 
 
 
 
 
 
1.50% 
 
 
 
 
2.75% 
 
 
Fixed charge coverage ratio
 
 
 
 
 
 
 
 
 
 
1.25 
 
 
 
 
 
 
 
 
 
 
 
 
 
1.25 
 
 
 
 
 
 
 
 
Leverage ratio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
3.00 
 
 
 
Repayment of Principal at Inception
 
 
 
15,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Borrowings
 
 
$ 102,000,000 
 
$ 69,375,000 
 
 
$ 27,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 54,375,000