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8-K

Tetra Tech Inc (TTEK)

8-K 2023-05-10 For: 2023-05-10
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Added on April 10, 2026

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):

May 10, 2023

TETRA TECH, INC.

(Exact name of registrant as specified in its charter)

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

3475 East 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 Stock, $0.01 par value TTEK The 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 May 10, 2023, Tetra Tech, Inc. (“Tetra Tech”) reported its financial results for the second fiscal quarter ended April 2, 2023. 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 May 10, 2023, Tetra Tech announced that its Board of Directors has declared a $0.26 per share quarterly cash dividend. The dividend is payable on June 6, 2023 to stockholders of record as of the close of business on May 24, 2023.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

99.1 Press Release, dated May 10, 2023, reporting the financial results for Tetra Tech’s second<br>fiscal quarter ended April 2, 2023, 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: May 10, 2023 By: /s/<br> DAN L. BATRACK
Dan L. Batrack
Chairman and Chief Executive Officer
3

Exhibit 99.1

NEWS RELEASE May 10, 2023

Tetra Tech Reports Record Second Quarter Results

· Record Revenue $1.16 billion, up 36% Y/Y
· Record Net Revenue $970 million, up 39% Y/Y
· EPS $0.80; Adjusted EPS $1.17, up 19% Y/Y
· Record Backlog of $4.27 billion, up 18% Y/Y
· Increasing Net Revenue and EPS guidance for FY23

Pasadena, California. Tetra Tech, Inc. (NASDAQ: TTEK), a leading provider of high-end consulting and engineering services, today announced results for the second quarter ended April 2, 2023.

Second Quarter Results

Tetra Tech achieved record quarterly results in key financial metrics including revenue, net revenue and backlog. Revenue in the second quarter totaled $1.16 billion and revenue, net of subcontractor costs (net revenue)^1^, was $970 million, up 36% and 39%, respectively, over last year. Adjusted EBITDA^1^ was $105 million, up 30% year-over-year. Earnings per share (“EPS”) was $0.80; adjusted EPS was $1.17, up 19% over the second quarter of fiscal 2022.^1^ Backlog increased to a record high of $4.27 billion, up 18% year-over-year.

Quarterly Dividend

On May 8, 2023, Tetra Tech’s Board of Directors approved its 36^th^ consecutive quarterly dividend at an amount of $0.26 per share, a 13% increase year-over-year, payable on June 6, 2023, to stockholders of record as of May 24, 2023. The approved dividend represents a nine consecutive double-digit annual increases of dividend payouts.

Chairman and CEO Comments

Tetra Tech Chairman and CEO, Dan Batrack, commented, “Tetra Tech continued to generate record high revenue and earnings by solving the world’s most complex challenges by Leading with Science^®^ in the areas of water, environment and sustainable infrastructure. While Tetra Tech’s business is performing at an all-time high level, the addition of the RPS Group has significantly expanded our access to the global renewable energy and sustainable infrastructure markets. We saw strong double digit top line growth across both our government and commercial end markets. Based on our strong year-to-date performance and record high backlog, we are increasing our net revenue and earnings per share guidance for fiscal 2023.”

^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.

Six-Month Results

Revenue for the six-month period was $2.05 billion and net revenue was $1.71 billion, up 20% and 24%, respectively, over the same period in fiscal 2022. Adjusted EBITDA was $209 million, up 23%. EPS was $2.98, and adjusted EPS was $2.51, an increase of 16% over last fiscal year.

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. The Company is relying on the exception provided in the applicable SEC rules to exclude the reconciliation of adjusted EPS to EPS for future outlook, the most directly comparable GAAP measure, since it is not able to predict with sufficient precision acquisition, integration and intangible amortization expenses related to the RPS transaction. Similarly, the Company is not able to provide a reconciliation of net revenue to revenue since it is not able to predict with sufficient precision subcontractor costs.

For fiscal 2023, Tetra Tech is increasing adjusted EPS guidance to range from $5.07 to $5.17 and is increasing net revenue guidance to range from $3.10 billion to $3.20 billion. Tetra Tech expects adjusted EPS for the third quarter of fiscal 2023 to range from $1.15 to $1.20 and net revenue to range from $750 million to $800 million.

RPS is expected to contribute additional net revenue of approximately $150 million to $175 million in the third quarter and $450 million to $500 million for fiscal 2023. The impact to adjusted EPS, excluding acquisition, integration and intangible amortization expenses, is expected to be neutral for the third quarter and fiscal 2023.

Webcast

Investors will have the opportunity to access a live audio-visual webcast and supplemental financial information concerning the second quarter of fiscal 2023 results through a link posted on the Company’s website at tetratech.com on May 11, 2023, at 8:00 a.m. (PT).

Reconciliation of GAAP and Non-GAAP Items

In thousands (except EPS data)

Three Months Ended Six Months Ended
April 2,<br> <br>2023 April 3,<br> <br>2022 April 2,<br> <br>2023 April 3,<br> <br>2022
Revenue $ 1,158,226 $ 852,744 $ 2,052,991 $ 1,711,255
Subcontractor costs (188,661 ) (153,103 ) (346,865 ) (332,280 )
Net revenue $ 969,565 $ 699,641 $ 1,706,126 $ 1,378,975
EPS $ 0.80 $ 0.98 $ 2.98 $ 2.23
Acq. & integration costs 0.43 - 0.52 -
FX hedge gain (0.29 ) - (1.23 ) -
Earn-out charge 0.12 - 0.13 -
COVID-19 credits - - - (0.06 )
RPS intangible amort 0.11 - 0.11 -
Adjusted EPS $ 1.17 $ 0.98 $ 2.51 $ 2.17

About Tetra Tech

Tetra Tech is a leading provider of high-end consulting and engineering services for projects worldwide. With 27,000 associates working together, Tetra Tech provides clear solutions to complex problems in water, environment, sustainable infrastructure, renewable energy, and international development. We are Leadingwith Science^®^ to provide sustainable and resilient solutions for our clients. For more information about Tetra Tech, please visit tetratech.com, follow us on Twitter (@TetraTech), or like us on 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 currently available operating, financial, economic and other information, andare subject to a number of risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions andmay differ materially from actual future events or results. A variety of factors, many of which are beyond our control, could cause actualfuture results or events to differ materially from those projected in the forward-looking statements in this release, including but notlimited 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 fluctuation in demand for oil and gas, and mining services; risks related to internationaloperations; concentration of revenues from U.S. government agencies and potential funding disruptions by these agencies; dependence onwinning or renewing U.S. government contracts; the delay or unavailability of public funding on U.S. government contracts; the U.S. government’sright to modify, delay, curtail or terminate contracts at its convenience; compliance with government procurement laws and regulations;the impact of global pandemics like COVID-19; credit risks associated with certain clients in certain geographic areas or industries;acquisition strategy and integration risks; goodwill or other intangible asset impairment; the failure to comply with worldwide anti-briberylaws; the failure to comply with domestic and international export laws; the failure to properly manage projects; the loss of key personnelor the inability to attract and retain qualified personnel; the ability of our employees to obtain government granted eligibility; theuse of estimates and assumptions in the preparation of financial statements; the ability to maintain adequate workforce utilization; theuse of the percentage-of-completion method of accounting; the inability to accurately estimate and control contract costs; the failureto adequately recover on our claims for additional contract costs; the failure to win or renew contracts with private and public sectorclients; growth strategy management; backlog cancellation and adjustments; risks relating to cyber security breaches; the failure of partnersto perform on joint projects; the failure of subcontractors to satisfy their obligations; requirements to pay liquidated damages basedon contract performance; the adoption of new legal requirements; changes in resource management, environmental or infrastructure industrylaws, regulations or programs; changes in bank and capital markets and the access to capital; credit agreement covenants; industry competition;liability related to legal proceedings, investigations, and disputes; the availability of third-party insurance coverage; the abilityto obtain adequate bonding; employee, agent, or partner misconduct; employee risks related to international travel; safety programs; conflictof interest issues; liabilities relating to reports and opinions; liabilities relating to environmental laws and regulations; force majeureevents; protection of intellectual property rights; stock price volatility; the ability to impede a business combination based on Delawarelaw and charter documents; and other risks and uncertainties as may be described in Tetra Tech’s periodic filings with the Securitiesand Exchange Commission, including those described in the “Risk Factors” section of Tetra Tech’s Annual Report on Form 10-Kfor the fiscal year ended October 2, 2022. Readers should not place undue reliance on forward-looking statements since such informationspeaks only as of the date of this release. Tetra Tech does not intend to update forward-looking statements and expressly disclaims anyobligation 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 included in this release.

Tetra Tech, Inc
Balance Sheet - Unaudited
(unaudited - in thousands, except par value)
October 2,
--- --- --- --- --- ---
2022
Assets
Current assets:
Cash and cash equivalents 231,388 $ 185,094
Accounts receivable, net 989,966 755,112
Contract assets 121,115 92,405
Prepaid expenses and other current assets 126,299 125,605
Total current assets 1,468,768 1,158,216
Property and equipment, net 76,586 32,316
Right-of-use assets, operating leases 201,845 182,319
Goodwill 1,856,421 1,110,412
Intangible assets, net 232,554 29,163
Deferred tax assets 74,338 47,804
Other non-current assets 74,524 62,546
Total assets 3,985,036 $ 2,622,776
Liabilities and Equity
Current liabilities:
Accounts payable 235,655 $ 147,436
Accrued compensation 222,789 237,669
Contract liabilities 321,522 241,340
Short-term lease liabilities, operating leases 66,075 57,865
Current portion of long-term debt 12,505 12,504
Current contingent earn-out liabilities 46,295 28,797
Other current liabilities 268,135 190,406
Total current liabilities 1,172,976 916,017
Deferred tax liabilities 62,830 15,161
Long-term debt 1,065,000 246,250
Long-term lease liabilities, operating leases 161,001 146,285
Non-current contingent earn-out liabilities 41,787 36,769
Other non-current liabilities 125,774 79,157
Equity:
Preferred stock - authorized, 2,000 shares of 0.01 par value; no shares issued and outstanding at April 2, 2023  and October 2, 2022 - -
Common stock - authorized, 150,000 shares of 0.01 par value; issued and outstanding, 53,228 and 52,981 at April 2, 2023 and October 2, 2022, respectively 532 530
Additional paid-in capital 10,639 -
Accumulated other comprehensive loss (181,381 ) (208,144 )
Retained earnings 1,525,809 1,390,701
Tetra Tech stockholders' equity 1,355,599 1,183,087
Noncontrolling interests 69 50
Total stockholders' equity 1,355,668 1,183,137
Total liabilities and stockholders' equity 3,985,036 $ 2,622,776

All values are in US Dollars.

Tetra Tech, Inc
Consolidated Statements of Income
(unaudited - in thousands, except per share data)
Three Months Ended Six Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
April 2, April 3, April 2, April 3,
2023 2022 2023 2022
Revenue $ 1,158,226 $ 852,744 $ 2,052,991 $ 1,711,255
Subcontractor costs (188,661 ) (153,103 ) (346,865 ) (332,280 )
Other costs of revenue (798,719 ) (564,468 ) (1,382,035 ) (1,104,035 )
Gross profit 170,846 135,173 324,091 274,940
Selling, general and administrative expenses (82,347 ) (60,480 ) (138,848 ) (113,001 )
Acquisition and Integration expenses (19,944 ) - (23,705 ) -
Contingent consideration - fair value adjustments (7,544 ) (173 ) (8,477 ) (199 )
Income from operations 61,011 74,520 153,061 161,740
Interest expense, net (13,323 ) (3,144 ) (18,695 ) (6,048 )
Other non-operating income 21,407 - 89,402 -
Income before income tax expense 69,095 71,376 223,768 155,692
Income tax expense (26,254 ) (18,327 ) (64,212 ) (34,144 )
Net income 42,841 53,049 159,556 121,548
Net income attributable to noncontrolling interests (11 ) (9 ) (20 ) (19 )
Net income attributable to Tetra Tech $ 42,830 $ 53,040 $ 159,536 $ 121,529
Earnings per share attributable to Tetra Tech:
Basic $ 0.80 $ 0.99 $ 3.00 $ 2.25
Diluted $ 0.80 $ 0.98 $ 2.98 $ 2.23
Weighted-average common shares outstanding:
Basic 53,227 53,834 53,165 53,916
Diluted 53,627 54,346 53,595 54,492
Tetra Tech, Inc.
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Consolidated Statements of Cash Flows
(unaudited - in thousands)
Six Months Ended
--- --- --- --- --- --- ---
April 2, April 3,
2023 2022
Cash flows from operating activities:
Net income $ 159,556 $ 121,548
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 23,537 12,662
Equity in income of unconsolidated joint ventures (3,073 ) (3,760 )
Distributions of earnings from unconsolidated joint ventures 2,157 2,506
Amortization of stock-based awards 14,602 12,392
Deferred income taxes 20,978 494
Fair value adjustments to contingent consideration 8,477 199
Loss on sale of property and equipment 32 178
Fair value adjustments to foreign currency forward contract (89,402 ) -
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable and contract assets (36,545 ) (862 )
Prepaid expenses and other assets (20,461 ) 12,977
Accounts payable 43,169 (632 )
Accrued compensation (42,872 ) (25,725 )
Contract liabilities 29,037 34,529
Other liabilities 741 4,426
Income taxes receivable/payable 3,190 6,617
Net cash provided by operating activities 113,123 177,549
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired (854,319 ) (33,611 )
Capital expenditures (10,294 ) (5,620 )
Proceeds from sale of assets 88 3,665
Settlement of foreign currency forward contract 109,306 -
Net cash used in investing activities (755,219 ) (35,566 )
Cash flows from financing activities:
Proceeds from borrowings 975,889 141,456
Repayments on long-term debt (249,667 ) (105,824 )
Repurchases of common stock - (100,000 )
Taxes paid on vested restricted stock (16,680 ) (25,055 )
Stock options exercised 91 1,205
Dividends paid (24,428 ) (21,562 )
Payments of contingent earn-out liabilities (2,000 ) (4,035 )
Principal payments on finance leases (2,714 ) (1,979 )
Net cash provided by (used in) financing activities 680,491 (115,794 )
Effect of exchange rate changes on cash and cash equivalents 7,899 1,621
Net increase in cash and cash equivalents 46,294 27,810
Cash and cash equivalents at beginning of period 185,094 166,568
Cash and cash equivalents at end of period $ 231,388 $ 194,378
Supplemental information:
Cash paid during the period for:
Interest $ 18,791 $ 5,141
Income taxes, net of refunds received of $1.2 million and $2.4 million $ 40,107 $ 25,476

Tetra Tech, Inc.

Regulation G Information

April 2, 2023

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

(in millions)

2022 2023
2020 2021 1st<br> Qtr 2nd<br> Qtr 6<br> Mos 3rd<br> Qtr 9<br> Mos 4th<br> Qtr Total 1st<br> Qtr 2nd<br> Qtr 6<br> Mos
Consolidated
Revenue (As Reported) 2,994.9 3,213.5 858.5 852.7 1,711.3 890.2 2,601.5 902.6 3,504.0 894.8 1,158.2 2,053.0
RCM / Non-Cash Claims (0.2 ) (0.6 ) - - - - - - - - - -
Adjusted<br> Revenue 2,994.7 3,212.9 858.5 852.7 1,711.3 890.2 2,601.5 902.6 3,504.0 894.8 1,158.2 2,053.0
Adjusted<br> Subcontractor Costs (646.1 ) (661.3 ) (179.2 ) (153.1 ) (332.3 ) (169.7 ) (502.0 ) (166.4 ) (668.5 ) (158.2 ) (188.7 ) (346.9 )
Adjusted<br> Net Revenue 2,348.6 2,551.6 679.3 699.6 1,379.0 720.5 2,099.5 736.2 2,835.5 736.6 969.5 1,706.1
GSG<br> Segment
Revenue 1,578.3 1,772.9 456.1 449.0 905.1 460.0 1,365.0 455.8 1,820.9 471.0 563.3 1,034.3
Subcontractor Costs (460.8 ) (507.1 ) (129.0 ) (111.5 ) (240.5 ) (124.5 ) (365.0 ) (119.4 ) (484.4 ) (118.0 ) (127.7 ) (245.7 )
Adjusted<br> Net Revenue 1,117.5 1,265.8 327.1 337.5 664.6 335.5 1,000.0 336.4 1,336.5 353.0 435.6 788.6
CIG<br> Segment
Revenue 1,471.1 1,500.1 416.3 416.9 833.2 444.2 1,277.5 461.0 1,738.4 439.5 610.4 1,049.9
Subcontractor Costs (240.0 ) (214.3 ) (64.0 ) (54.8 ) (118.8 ) (59.3 ) (178.1 ) (61.2 ) (239.3 ) (56.0 ) (76.4 ) (132.4 )
Adjusted<br> Net Revenue 1,231.1 1,285.8 352.3 362.1 714.4 384.9 1,099.4 399.8 1,499.1 383.5 534.0 917.5
RCM<br> Segment
Revenue 0.2 0.6 - - - - - - - - - -
Subcontractor Costs (0.2 ) - - - - - - - - - - -
Net Revenue - 0.6 - - - - - - - - - -

Reconciliation of Net Income Attributable to Tetra Tech to EBITDA

(in thousands)

2022 2023
2020 2021 1st<br> Qtr 2nd<br> Qtr 6<br> Mos 3rd<br> Qtr 9<br> Mos 4th<br> Qtr Total 1st<br> Qtr 2nd<br> Qtr 6<br> Mos
Net Income Attributable<br> to Tetra Tech 173,859 232,810 68,489 53,040 121,529 58,650 180,179 82,947 263,125 116,706 42,830 159,536
Interest<br> Expense^1^ 13,100 11,831 2,904 3,144 6,048 2,919 8,966 2,618 11,584 5,372 13,323 18,695
Depreciation 13,017 12,337 3,433 3,310 6,743 3,200 9,945 3,914 13,859 3,178 4,849 8,027
Amortization 11,594 11,468 2,678 3,241 5,919 3,682 9,601 3,573 13,174 3,438 12,072 15,510
Contingent Consideration (13,371 ) (3,273 ) - - - - - - - 933 7,544 8,477
Goodwill Impairment 15,800 - - - - - - - - - - -
FX hedge gain - - - - - - - (19,904 ) (19,904 ) (67,995 ) (21,407 ) (89,402 )
Income Tax Expense 54,101 34,039 15,817 18,327 34,144 22,329 56,472 29,129 85,602 37,958 26,254 64,212
EBITDA 268,100 299,212 93,321 81,062 174,383 90,780 265,163 102,277 367,440 99,590 85,465 185,055
Acquisition & Integration<br> Expenses - - - - - - - - - 3,761 19,944 23,705
Non-Core Dispositions (8,524 ) - - - - - - - - -
COVID-19 Charges (Credits) 8,233 - (4,451 ) - (4,451 ) (1,041 ) (5,492 ) (994 ) (6,486 ) - - -
Adjusted<br> EBITDA 267,809 299,212 88,870 81,062 169,932 89,739 259,671 101,283 360,954 103,351 105,409 208,760

^1^Includes write-off of deferred debt origination fees of $2.7M in Q1-23 and $1.1M in Q2-23