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8-K

Tetra Tech Inc (TTEK)

8-K 2025-01-30 For: 2025-01-29
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 29, 2025

TETRA

TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware 0-19655 95-4148514
(State<br> or other jurisdiction<br> of incorporation) (Commission<br><br> File Number) (IRS Employer<br><br> <br>Identification Number)

3475East Foothill Boulevard**, Pasadena** ,California

91107

(Address of principal executive office, including zip code)

(626

) 351-4664

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
Common<br> Stock, $0.01 par value TTEK The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On January 29, 2025, Tetra Tech, Inc. (“Tetra Tech”) reported its financial results for the first fiscal quarter ended December 29, 2024. A copy of the press release is attached to this report as Exhibit 99.1.

Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01. Other Events.

On January 29, 2025, Tetra Tech announced that its Board of Directors has declared a $0.058 per share quarterly cash dividend. The dividend is payable on February 26, 2025 to stockholders of record as of the close of business on February 12, 2025.

Item 9.01. Financial Statements and Exhibits.

(d)            Exhibits

99.1 Press Release, dated January 29, 2025, reporting the financial results for Tetra Tech’s first<br>fiscal quarter ended December 29, 2024, and the declaration of a quarterly cash dividend.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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2

SIGNATURES

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

TETRA TECH, INC.
Date: January 29, 2025 By: /s/ DAN L. BATRACK
Dan L. Batrack
Chairman and Chief Executive Officer
3

Exhibit 99.1

NEWS RELEASE<br><br><br><br>January 29, 2025

Tetra Tech Reports Strong First Quarter Results

· RecordRevenue $1.42 billion, up 16% Y/Y

· RecordNet Revenue $1.20 billion, up 18% Y/Y

· OperatingIncome $23 million; adjusted operating income $138 million, up 24% Y/Y

· RecordBacklog $5.44 billion, up 15% Y/Y

· Raisedhigh-end and reaffirmed midpoint of FY25 EPS guidance

Pasadena,California. Tetra Tech, Inc. (NASDAQ: TTEK), a leading provider of high-end consulting and engineering services in water, environment and sustainable infrastructure, today announced results for the first quarter ended December 29, 2024.

First Quarter Highlights

· Revenue increased 16% Y/Y to $1.42 billion
· Net Revenue^1^increased 18% Y/Y to $1.20 billion
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· Operating Income $23 million; adjusted Operating Income increased 24% Y/Y to $138 million
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· EPS $0.00; adjusted<br> EPS^1^ increased 25% Y/Y to $0.35
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· Backlog increased 15% Y/Y to $5.44 billion
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· Industry-leading DSO of 55.9 days
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Recent Key Wins

· $498 million five-year multiple award contracts to deliver architect-engineering services and civil works support for USACE<br>in Los Angeles and Japan Districts
· $249 million five-year multiple award contract for planning and engineering services for USACE Mobile District
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· $100 million five-year multiple award contract for the Office of Land and Emergency Management for research and analysis of<br>emerging advanced environmental technologies
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· $66 million five-year single award contract to provide disaster and emergency response services in the U.S. Midwest
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· $46 million multiple award architect-engineering contract for flood and emergency response for USACE
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^1^ Non-GAAP financial measures which the Company believes provide valuable perspectives on its business results. Refer to tables at the end of the release and Regulation G Information for reconciliations to the comparable GAAP metrics.

Chairman and CEO Comments

Dan Batrack, Chairman and CEO, commented, “Tetra Tech began fiscal 2025 with a strong first quarter, which included all-time record high quarterly revenue and backlog, and record high first quarter adjusted operating income and EPS. We continued to see significant demand for our differentiated services in water, environment, and sustainable infrastructure across our global operations. In the first quarter, we added over $1 billion of new contract capacity, which included contracts for essential water supply, flood control structures and inland navigation. With our record backlog and momentum, we are well positioned to respond to our U.S. and international clients’ priorities.”

Quarterly Dividend and Share Repurchase Program

On January 27, 2025, Tetra Tech’s Board of Directors approved the Company’s 43^rd^ consecutive quarterly dividend at an amount of $0.058 per share, a 12% increase year-over-year, payable on February 26, 2025, to stockholders of record as of February 12, 2025. In the first quarter, Tetra Tech repurchased $25 million of common stock. Additionally, as of December 29, 2024, the Company had $323 million remaining under its $400 million share repurchase program.

Business Outlook

The following statements are based on current expectations. These statements are forward-looking, and the actual results could differ materially. These statements do not include the potential impact of transactions that may be completed or developments that become evident after the date of this release. The Business Outlook section should be read in conjunction with the information on forward-looking statements at the end of this release.

At the direction of the new U.S. Administration, Tetra Tech has paused some of its U.S. federal government work, particularly with USAID, while assisting our clients with their review of multiple programs across the various government agencies we support. Tetra Tech has updated its guidance for fiscal year 2025 based on its current outlook, which includes the potential impact of the ongoing U.S. federal government review process.

For fiscal 2025, Tetra Tech expects the full year guidance for net revenue^2^ to range from $4.365 billion to $4.765 billion and adjusted EPS^3^to range from $1.37 to $1.52. For the second quarter in fiscal 2025, Tetra Tech expects net revenue to range from $1.0 billion to $1.1 billion and EPS to range from $0.30 to $0.33.

Webcast

Investors will have the opportunity to access a live audio-visual webcast and supplemental financial information concerning the first quarter of fiscal 2025 results through a link posted on the Company’s website at tetratech.com on January 30, 2025, at 8:00 a.m. (PT).

^2^ Reconciliation of the net revenue guidance to the most directly comparable GAAP measure is not available without unreasonable efforts because the Company cannot predict the magnitude and timing of all the components, including subcontractor costs, required to provide such reconciliation with sufficient precision.

^3^The only adjustment in our guidance for EPS is to exclude the legal settlement costs of $0.35 in the first quarter of fiscal 2025.

Reconciliation of GAAP and Non-GAAP Items

In thousands (except EPS data)

Three Months Ended
December 29, 2024 December 31, <br><br>2023
Revenue $ 1,420,561 $ 1,228,267
Subcontractor costs (223,231 ) (213,098 )
Net revenue $ 1,197,330 $ 1,015,169
Operating Income $ 22,526 $ 111,081
Legal contingency costs 115,000 -
Contingent consideration - (37 )
Adjusted Operating Income $ 137,526 $ 111,044
EPS $ 0.00 $ 0.28
Legal contingency costs 0.35 -
Adjusted EPS $ 0.35 $ 0.28

About Tetra Tech

Tetra Tech is the leader in water, environment and sustainable infrastructure, providing high-end consulting and engineering services for projects worldwide. With 30,000 employees working together, Tetra Tech provides clear solutions to complex problems by Leading with Science^®^ to address the entire water cycle, protect and restore the environment, design sustainable and resilient infrastructure, and support the clean energy transition. For more information about Tetra Tech, please visit tetratech.com or follow us on LinkedIn and Facebook.

CONTACTS:

Jim Wu, Investor Relations

Charlie MacPherson, Media & Public Relations

(626) 470-2844

Forward-Looking Statements

This release contains forward-looking statementswithin the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipate," "expect," "could," "may," "intend," "plan" and "believe," among others, generally identify forward-lookingstatements. These forward-looking statements are based on current expectations and beliefs of Tetra Tech’s management and currentlyavailable operating, financial, economic and other information, and are subject to a number of risks and uncertainties. Readers are cautionedthat these forward-looking statements are only predictions and may differ materially from actual future events or results. A variety offactors, many of which are beyond our control, could cause actual future results or events to differ materially from those projected inthe forward-looking statements in this release, including but not limited to: continuing worldwide political and economic uncertainties;the U.S. Administration’s potential changes to fiscal policies; the cyclicality in demand for our overall services; the fluctuationin demand for oil and gas, and mining services; risks related to international operations; concentration of revenues from U.S. governmentagencies and potential funding disruptions by these agencies; dependence on winning or renewing U.S. government contracts; the delay orunavailability of public funding on U.S. government contracts; the U.S. government’s right to modify, delay, curtail or terminatecontracts at its convenience; compliance with government procurement laws and regulations; the impact of global pandemics; credit risksassociated with certain clients in certain geographic areas or industries; acquisition strategy and integration risks; goodwill or otherintangible asset impairment; the failure to comply with worldwide anti-bribery laws; the failure to comply with domestic and internationalexport laws; the failure to properly manage projects; the loss of key personnel or the inability to attract and retain qualified personnel;the ability of our employees to obtain government granted eligibility; the use of estimates and assumptions in the preparation of financialstatements; the ability to maintain adequate workforce utilization; the use of the percentage-of-completion method of accounting; theinability to accurately estimate and control contract costs; the failure to adequately recover on our claims for additional contract costs;the failure to win or renew contracts with private and public sector clients; growth strategy management; backlog cancellation and adjustments;risks relating to cyber security breaches; the failure of partners to perform on joint projects; the failure of subcontractors to satisfytheir obligations; requirements to pay liquidated damages based on contract performance; the adoption of new legal requirements; changesin resource management, environmental or infrastructure industry laws, regulations or programs; changes in bank and capital markets andthe access to capital; credit agreement covenants; industry competition; liability related to legal proceedings, investigations, and disputes;the availability of third-party insurance coverage; the ability to obtain adequate bonding; employee, agent, or partner misconduct; employeerisks related to international travel; safety programs; conflict of interest issues; liabilities relating to reports and opinions; liabilitiesrelating to environmental laws and regulations; force majeure events; protection of intellectual property rights; stock price volatility;the ability to impede a business combination based on Delaware law and charter documents; and other risks and uncertainties as may bedescribed in Tetra Tech’s periodic filings with the Securities and Exchange Commission, including those described in the “RiskFactors” section of Tetra Tech’s Annual Report on Form 10-K for the fiscal year ended September 29, 2024. Readersshould not place undue reliance on forward-looking statements since such information speaks only as of the date of this release. TetraTech does not intend to update forward-looking statements and expressly disclaims any obligation to do so.

Non-GAAP Financial Measures

To supplement the financial results presentedin accordance with generally accepted accounting principles in the United States (“GAAP”), we present certain non-GAAP financialmeasures within the meaning of Regulation G under the Securities Exchange Act of 1934, as amended. We provide these non-GAAP financialmeasures because we believe they provide a valuable perspective on our financial results. However, non-GAAP measures have limitationsas analytical tools and should not be considered in isolation and are not in accordance with, or a substitute for, GAAP measures. In addition,other companies may define non-GAAP measures differently which limits the ability of investors to compare non-GAAP measures of Tetra Techto those used by our peer companies. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financialmeasures is set forth above in this release.

Tetra Tech, Inc

Consolidated Balance Sheets

(unaudited - in thousands, except par value)

September 29,
2024
Assets
Current assets:
Cash and cash equivalents 248,104 232,689
Accounts receivable, net 1,117,666 1,051,461
Contract assets 122,310 129,678
Prepaid expenses and other current assets 143,768 113,555
Total current assets 1,631,848 1,527,383
Property and equipment, net 67,102 73,065
Right-of-use assets, operating leases 172,080 177,950
Goodwill 1,968,684 2,046,569
Intangible assets, net 142,097 160,585
Deferred tax assets 96,916 105,529
Other non-current assets 100,457 101,595
Total assets 4,179,184 4,192,676
Liabilities and Equity
Current liabilities:
Accounts payable 238,157 197,440
Accrued compensation 222,549 332,096
Contract liabilities 359,957 351,738
Short-term lease liabilities, operating leases 61,184 63,419
Current contingent earn-out liabilities 24,153 26,934
Other current liabilities 361,345 247,900
Total current liabilities 1,267,345 1,219,527
Deferred tax liabilities 24,902 30,162
Long-term debt 888,450 812,634
Long-term lease liabilities, operating leases 134,759 140,095
Non-current contingent earn-out liabilities 22,007 21,812
Other non-current liabilities 149,702 138,033
Equity:
Preferred stock - authorized, 2,000 shares of 0.01 par value; no shares issued<br> and outstanding at December 29, 2024  and September 29, 2024 - -
Common stock - authorized, 750,000 shares of 0.01 par value; issued and<br> outstanding, 268,028 and 267,717 shares at December 29, 2024 and September 29, 2024, respectively 2,680 2,677
Additional paid-in capital 21,153 35,900
Accumulated other comprehensive loss (187,754 ) (78,875 )
Retained earnings 1,855,818 1,870,620
Tetra Tech stockholders' equity 1,691,897 1,830,322
Noncontrolling interests 122 91
Total stockholders' equity 1,692,019 1,830,413
Total liabilities and stockholders' equity 4,179,184 4,192,676

All values are in US Dollars.

Tetra Tech, Inc.

Consolidated Statements of Income

(unaudited- in thousands, except per share data)


Three Months Ended
December 29, December 31,
2024 2023
Revenue $ 1,420,561 $ 1,228,267
Subcontractor costs (223,231 ) (213,098 )
Other costs of revenue (975,853 ) (824,671 )
Gross profit 221,477 190,498
Selling, general and administrative expenses (83,951 ) (79,417 )
Legal contingency costs (115,000 ) -
Income from operations 22,526 111,081
Interest expense, net (7,218 ) (9,577 )
Income before income tax expense 15,308 101,504
Income tax expense (14,530 ) (26,524 )
Net income 778 74,980
Net income attributable to noncontrolling interests (31 ) (8 )
Net income attributable to Tetra Tech $ 747 $ 74,972
Earnings per share attributable to Tetra Tech:
Basic $ 0.00 $ 0.28
Diluted $ 0.00 $ 0.28
Weighted-average common shares outstanding:
Basic 267,854 266,585
Diluted 271,886 268,690

Tetra Tech, Inc.

Consolidated Statements of Cash Flows

(unaudited- in thousands)

Three Months Ended
December 29, December 31,
2024 2023
Cash flows from operating activities:
Net income $ 778 $ 74,980
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 16,063 19,484
Amortization of stock-based awards 8,142 7,641
Deferred income taxes 767 (1,624 )
Other non-cash items 775 123
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable and contract assets (91,725 ) (22,288 )
Prepaid expenses and other assets (26,186 ) (28,615 )
Accounts payable 44,194 33,790
Accrued compensation (101,641 ) (80,069 )
Contract liabilities 27,527 41,862
Income taxes receivable/payable (1,538 ) (15,941 )
Cash settled contingent earn-out liability (2,720 ) -
Other liabilities 138,627 (20,097 )
Net cash provided by operating activities 13,063 9,246
Cash flows from investing activities:
Capital expenditures (3,433 ) (3,434 )
Net cash used in investing activities (3,433 ) (3,434 )
Cash flows from financing activities:
Proceeds from borrowings 90,000 125,000
Repayments on long-term debt (15,000 ) (60,000 )
Repurchases of common stock (25,000 ) -
Shares repurchased for tax withholdings on share-based awards (13,307 ) (12,670 )
Payments of contingent earn-out liabilities (145 ) (18,862 )
Stock options exercised 114 335
Dividends paid (15,549 ) (13,873 )
Principal payments on finance leases (1,719 ) (1,539 )
Net cash provided by financing activities 19,394 18,391
Effect of exchange rate changes on cash and cash equivalents (13,609 ) 5,655
Net increase in cash and cash equivalents 15,415 29,858
Cash and cash equivalents at beginning of period 232,689 168,831
Cash and cash equivalents at end of period $ 248,104 $ 198,689
Supplemental information:
Cash paid during the period for:
Interest $ 4,295 $ 6,369
Income taxes, net of refunds received of $1.7 million and $0.9 million $ 14,489 $ 43,297

Tetra Tech, Inc.

Regulation G Information

December 29, 2024


Reconciliationof Revenue to Revenue, Net of Subcontractor Costs ("Net Revenue")

(inmillions)

2024 2025
2022 2023 1st Qtr 2nd Qtr 6 mos 3rd Qtr 9 Mos 4th Qtr Total 1st Qtr
Consolidated
Revenue 3,504.0 4,522.6 1,228.3 1,251.6 2,479.9 1,344.3 3,824.2 1,374.5 5,198.7 1,420.6
Subcontractor Costs (668.5 ) (771.5 ) (213.1 ) (199.0 ) (412.1 ) (234.7 ) (646.8 ) (230.0 ) (876.8 ) (223.3 )
Net Revenue 2,835.5 3,751.1 1,015.2 1,052.6 2,067.8 1,109.6 3,177.4 1,144.5 4,321.9 1,197.3
GSG Segment
Revenue 1,820.9 2,158.9 575.0 597.1 1,172.2 640.6 1,812.7 670.6 2,483.4 751.8
Subcontractor Costs (484.4 ) (523.4 ) (132.3 ) (130.6 ) (263.0 ) (152.3 ) (415.3 ) (158.1 ) (573.4 ) (150.6 )
Net Revenue 1,336.5 1,635.5 442.7 466.5 909.2 488.3 1,397.4 512.5 1,910.0 601.2
CIG Segment
Revenue 1,738.4 2,424.6 669.1 671.2 1,340.3 723.6 2,063.9 722.9 2,786.7 688.2
Subcontractor Costs (239.3 ) (309.0 ) (96.6 ) (85.1 ) (181.7 ) (102.2 ) (283.9 ) (90.9 ) (374.8 ) (92.1 )
Net Revenue 1,499.1 2,115.6 572.5 586.1 1,158.6 621.4 1,780.0 632.0 2,411.9 596.1

Reconciliationof Net Income Attributable to Tetra Tech to Adjusted EBITDA

(in thousands)

2024 2025
2022 2023 1st Qtr 2nd Qtr 6 mos 3rd Qtr 9 Mos 4th Qtr Total 1st Qtr
Net Income Attributable to Tetra Tech 263,125 273,420 74,972 76,446 151,418 85,810 237,228 96,154 333,382 747
Income Tax Expense 85,602 127,526 26,523 31,341 57,864 32,894 90,757 39,266 130,023 14,530
Interest Expense^1^ 11,584 46,537 9,578 9,883 19,461 9,912 29,374 7,897 37,271 7,218
Depreciation 13,859 19,980 6,951 5,637 12,588 5,713 18,301 5,421 23,722 5,402
Amortization 13,174 41,226 12,533 12,094 24,627 13,790 38,417 11,538 49,955 10,661
FX Hedge Gain (19,904 ) (89,402 ) - - - - - - - -
EBITDA 367,440 419,287 130,557 135,401 265,958 148,119 414,077 160,276 574,353 38,558
Contingent Consideration - 12,255 (37 ) 14 (22 ) 500 477 2,064 2,541 -
Acquisition & Integration Expenses^2^ - 49,554 - - - - - 7,138 7,138 -
Legal Contingency Costs - - - - - - - - - 115,000
COVID-19 Credits (6,486 ) - - - - - - - - -
Adjusted EBITDA 360,954 481,096 130,520 135,415 265,936 148,619 414,554 169,478 584,032 153,558

^1^ Includes write-off of deferred debt origination fees of $3.8 million in fiscal 2023

^2^Includes lease impairment charge of $16.4M in fiscal 2023