8-K
Tetra Tech Inc (TTEK)
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):
July 31, 2024
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) |
| --- | --- |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | 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 July 31, 2024, Tetra Tech, Inc. (“Tetra Tech”) reported its financial results for the third fiscal quarter ended June 30, 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. |
|---|
Dividend
On July 31, 2024, Tetra Tech announced that its Board of Directors has declared a $0.29 per share quarterly cash dividend. The dividend is payable on August 30, 2024 to stockholders of record as of the close of business on August 15, 2024.
Stock Split
Also on July 31, 2024, the Company announced a five-for-one forward stock split of the Company’s common stock. The stock split will be effected through an amendment to the Company’s Restated Certificate of Incorporation, which will result in a proportionate increase in the number of shares of authorized common stock. As a result of the stock split, each record holder of common stock as of the close of market on Thursday, September 5, 2024, will receive four additional shares of common stock, to be distributed after the close of market on Friday, September 6, 2024. Trading is expected to commence on a split-adjusted basis at market open on Monday, September 9, 2024.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| 99.1 | Press Release, dated July 31, 2024, reporting the financial results for Tetra Tech’s third<br>fiscal quarter ended June 30, 2024, and the declaration of a quarterly cash dividend. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
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: July 31, 2024 | By: | /s/ DAN L. BATRACK |
| --- | --- | --- |
| Dan L. Batrack | ||
| Chairman and Chief Executive Officer |
3
Exhibit 99.1
| NEWS RELEASE<br><br> July 31, 2024 |
|---|
Tetra Tech ReportsRecord Third Quarter Results,
Raises Guidanceand Announces Five-for-One Stock Split
| · | Record Quarterly Revenue $1.34 billion, up 11% Y/Y |
|---|---|
| · | Record Q3 Operating Income $129 million, up 32% Y/Y |
| --- | --- |
| · | Record Q3 EPS $1.59, up 42% Y/Y |
| --- | --- |
| · | Record Backlog $5.23 billion, up 19% Y/Y |
| --- | --- |
| · | Increasing FY 2024 Net Revenue and 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 its third quarter ended June 30, 2024.
Third Quarter Highlights
| · | Revenue increased 11% Y/Y to $1.34 billion |
|---|---|
| · | Net Revenue^1^ increased 12% Y/Y to $1.11 billion |
| --- | --- |
| · | Operating Income increased 32% Y/Y to $129 million |
| --- | --- |
| · | EPS increased 42% Y/Y to $1.59 |
| --- | --- |
| · | Backlog increased 19% Y/Y to $5.23 billion |
| --- | --- |
| · | Industry-leading DSO of 54 days |
| --- | --- |
| · | Cash Flow from Operations of $141 million |
| --- | --- |
| · | Net Debt / EBITDA reduced 34% Y/Y to 1.15x |
| --- | --- |
Recent Key Wins
| · | $439 million for expanding energy resiliency through innovative solutions for diversified generation, delivery and storage<br>of energy in Ukraine |
|---|---|
| · | $73 million to increase energy resiliency and support sustainable infrastructure throughout West Africa |
| --- | --- |
| · | $65 million for disaster preparedness associated with impacts from climate change and rising sea levels across vulnerable areas<br>in the Asia Pacific region |
| --- | --- |
| · | $64 million for supporting sustainable land and infrastructure systems including water resource management and irrigation in<br>developing countries |
| --- | --- |
| · | $56 million to design advanced water treatment and PFAS removal solution for a new facility in Virginia |
| --- | --- |
^1^ Non-GAAP financial measures which the Company believes provide valuable perspectives on its business results. Refer to tables in the Regulation G Information for reconciliations to the comparable GAAP metrics.
| · | $54 million for sustainable infrastructure programs addressing climate change adaptation in Southeast Asia |
|---|---|
| · | $35 million for assessment and restoration for water and environmental impacts associated with fire recovery in Hawaii |
| --- | --- |
| · | $32 million for investigation and evaluation of contaminated sediments within the Anacostia River in the Potomac River Basin |
| --- | --- |
| · | $27 million to assess and design water leachate treatment solutions in municipal landfills in California |
| --- | --- |
Executive Management Comment
Dan Batrack, Chairman and CEO, commented, “Tetra Tech continued our strong performance through the third quarter with increasing demand for our high-end water, environment, and sustainable infrastructure services, resulting in record quarterly revenue and an all-time high backlog. We continued to grow our services for front-end advisory and consulting work, resulting in the expansion of our margins in GSG by 60 basis points and CIG by 230 basis points over the third quarter of last year. With increased profitability and record backlog, we are raising our full year guidance for net revenue and earnings, which represents forecasted EPS growth of 23% for fiscal 2024.”
Quarterly Dividend and Share Repurchase Program
On July 29, 2024, Tetra Tech’s Board of Directors approved the Company’s 41^st^ consecutive quarterly dividend at an amount of $0.29 per share, a 12% increase year-over-year, payable on August 30, 2024, to stockholders of record as of August 15, 2024. Tetra Tech has $348 million remaining under its $400 million share repurchase program.
Five-for-One Stock Split
On July 29, 2024, Tetra Tech’s Board of Directors approved a five-for-one stock split of the Company’s common stock. The split will be effected through an amendment to Tetra Tech’s Restated Certificate of Incorporation, which will result in a proportionate increase in the number of shares of authorized common stock. The stock split is intended to make shares more accessible to a broader base of investors and enhance liquidity in the trading of the Company’s shares. Each record holder of common stock as of the close of market on September 5, 2024, will receive four additional shares of common stock. The stock split is expected to be effective after close of trading on September 6, 2024. Trading is expected to commence on a split-adjusted basis at market open on September 9, 2024.
Nine-Month Results
Revenue for the nine-month period was $3.82 billion and net revenue was $3.18 billion, up 17% and 18%, respectively, over the same period in fiscal 2023. Operating income was $357 million, up 43%. EPS was $4.40 up from $4.10 for same period last year; last year included a one-time gain from the integrated FX hedge which increased EPS by $1.23.
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.
For fiscal 2024, Tetra Tech is raising EPS guidance to range from $6.23 to $6.28, an increase of 23% at the midpoint year-over-year, and is raising net revenue guidance to range from $4.27 billion to $4.32 billion^2^, an increase of 15% at the midpoint year-over-year. Tetra Tech expects EPS for the fourth quarter of fiscal 2024 to range from $1.82 to $1.87 and net revenue to range from $1.09 billion to $1.14 billion.
Third Quarter Earnings Webcast
Investors will have the opportunity to access a live audio-visual webcast on the Company’s Investor Relations website at tetratech.com/investors on August 1, 2024, at 8:00 a.m. (PT). The webcast replay will be available following the call.
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 28,000 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
^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 required to provide such reconciliation with sufficient precision.
Forward-Looking Statements
This release contains forward-lookingstatements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limitedto, statements that address our forward stock split and the use of words such as "anticipate," "expect,""could," "may," "intend," "plan" and "believe," among others, generally identifyforward-looking statements. These forward-looking statements are based on current expectations and beliefs of Tetra Tech'smanagement and currently available operating, financial, economic and other information, and are subject to a number of risks anduncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially fromactual future events or results. A variety of factors, many of which are beyond our control, could cause actual future results orevents to differ materially from those projected in the 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; thecyclicality in demand for our overall services; the fluctuation in demand for oil and gas, and mining services; risks related tointernational operations; concentration of revenues from U.S. government agencies and potential funding disruptions by theseagencies; dependence on winning or renewing U.S. government contracts; the delay or unavailability of public funding on U.S.government contracts; the U.S. government’s right 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 associatedwith 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 andinternational export laws; the failure to properly manage projects; the loss of key personnel or the inability to attract and retainqualified personnel; the ability of our employees to obtain government granted eligibility; the use of estimates and assumptions inthe preparation of financial statements; the ability to maintain adequate workforce utilization; the use of thepercentage-of-completion method of accounting; the inability to accurately estimate and control contract costs; the failure toadequately 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 ofpartners to perform on joint projects; the failure of subcontractors to satisfy their obligations; requirements to pay liquidateddamages based on contract performance; the adoption of new legal requirements; changes in resource management, environmental orinfrastructure industry laws, regulations or programs; changes in bank and capital markets and the access to capital; creditagreement covenants; industry competition; liability related to legal proceedings, investigations, and disputes; the availability ofthird-party insurance coverage; the ability to obtain adequate bonding; employee, agent, or partner misconduct; employee risksrelated to international travel; safety programs; conflict of interest issues; liabilities relating to reports and opinions;liabilities relating to environmental laws and regulations; force majeure events; protection of intellectual property rights; stockprice volatility; the ability to impede a business combination based on Delaware law and charter documents; and other risks anduncertainties as may be described in Tetra Tech’s periodic filings with the Securities and Exchange Commission, includingthose described in the “Risk Factors” section of Tetra Tech’s Annual Report on Form 10-K for the fiscal yearended October 1, 2023. Readers should not place undue reliance on forward-looking statements since such information speaks onlyas 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 available at tetratech.com/investors.
| Tetra Tech, Inc | |||||
|---|---|---|---|---|---|
| Consolidated Balance Sheets | |||||
| (unaudited - in thousands, except par value) | |||||
| October 1, | |||||
| 2023 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 212,321 | $ | 168,831 | ||
| Accounts receivable, net | 1,053,758 | 974,535 | |||
| Contract assets | 118,556 | 113,939 | |||
| Prepaid expenses and other current assets | 121,846 | 98,719 | |||
| Total current assets | 1,506,481 | 1,356,024 | |||
| Property and equipment, net | 70,694 | 74,832 | |||
| Right-of-use assets, operating leases | 167,317 | 175,932 | |||
| Goodwill | 1,992,110 | 1,880,244 | |||
| Intangible assets, net | 164,459 | 173,936 | |||
| Deferred tax assets | 89,510 | 89,002 | |||
| Other non-current assets | 94,334 | 70,507 | |||
| Total assets | 4,084,905 | $ | 3,820,477 | ||
| Liabilities and Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 198,341 | $ | 173,271 | ||
| Accrued compensation | 317,457 | 302,755 | |||
| Contract liabilities | 372,283 | 335,044 | |||
| Short-term lease liabilities, operating leases | 65,932 | 65,005 | |||
| Current contingent earn-out liabilities | 47,407 | 51,108 | |||
| Other current liabilities | 244,842 | 280,959 | |||
| Total current liabilities | 1,246,262 | 1,208,142 | |||
| Deferred tax liabilities | 17,254 | 14,256 | |||
| Long-term debt | 861,830 | 879,529 | |||
| Long-term lease liabilities, operating leases | 128,892 | 144,685 | |||
| Non-current contingent earn-out liabilities | 22,876 | 22,314 | |||
| Other non-current liabilities | 141,588 | 148,045 | |||
| Equity: | |||||
| Preferred stock - authorized, 2,000 shares of<br> 0.01 par value; no shares issued and outstanding at June 30, 2024 and October 1, 2023 | - | - | |||
| Common stock - authorized, 150,000 shares of 0.01 par<br> value; issued and outstanding, 53,532 and 53,248 shares at June 30, 2024 and October 1, 2023, respectively | 535 | 532 | |||
| Additional paid-in capital | 28,171 | - | |||
| Accumulated other comprehensive loss | (154,689 | ) | (195,295 | ) | |
| Retained earnings | 1,792,121 | 1,598,196 | |||
| Tetra Tech stockholders' equity | 1,666,138 | 1,403,433 | |||
| Noncontrolling interests | 65 | 73 | |||
| Total stockholders' equity | 1,666,203 | 1,403,506 | |||
| Total liabilities and stockholders' equity | 4,084,905 | $ | 3,820,477 |
All values are in US Dollars.
| Tetra Tech, Inc | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statements of Income | ||||||||||||
| (unaudited - in thousands, except per share data) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| June 30, | July 2, | June 30, | July 2, | |||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue | $ | 1,344,323 | $ | 1,208,947 | $ | 3,824,205 | $ | 3,261,938 | ||||
| Subcontractor costs | (234,742 | ) | (221,387 | ) | (646,828 | ) | (568,252 | ) | ||||
| Other costs of revenue | (886,409 | ) | (798,714 | ) | (2,556,212 | ) | (2,180,749 | ) | ||||
| Gross profit | 223,172 | 188,846 | 621,165 | 512,937 | ||||||||
| Selling, general and administrative expenses | (94,042 | ) | (89,064 | ) | (263,293 | ) | (227,912 | ) | ||||
| Acquisition and integration expenses | - | (2,107 | ) | - | (25,812 | ) | ||||||
| Contingent consideration - fair value adjustments | (500 | ) | - | (477 | ) | (8,477 | ) | |||||
| Income from operations | 128,630 | 97,675 | 357,395 | 250,736 | ||||||||
| Interest expense, net | (9,912 | ) | (14,869 | ) | (29,374 | ) | (33,563 | ) | ||||
| Other non-operating income | - | - | - | 89,402 | ||||||||
| Income before income tax expense | 118,718 | 82,806 | 328,021 | 306,575 | ||||||||
| Income tax expense | (32,894 | ) | (22,568 | ) | (90,758 | ) | (86,781 | ) | ||||
| Net income | 85,824 | 60,238 | 237,263 | 219,794 | ||||||||
| Net income attributable to noncontrolling interests | (14 | ) | (3 | ) | (35 | ) | (23 | ) | ||||
| Net income attributable to Tetra Tech | $ | 85,810 | $ | 60,235 | $ | 237,228 | $ | 219,771 | ||||
| Earnings per share attributable to Tetra Tech: | ||||||||||||
| Basic | $ | 1.60 | $ | 1.13 | $ | 4.44 | $ | 4.13 | ||||
| Diluted | $ | 1.59 | $ | 1.12 | $ | 4.40 | $ | 4.10 | ||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 53,515 | 53,231 | 53,451 | 53,188 | ||||||||
| Diluted | 54,052 | 53,653 | 53,901 | 53,615 | ||||||||
| Cash dividends paid per share | 0.29 | 0.26 | 0.81 | 0.72 | ||||||||
| Tetra Tech, Inc. | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| Consolidated Statements of Cash Flows | ||||||||||||
| (unaudited - in thousands) | ||||||||||||
| Nine Months Ended | ||||||||||||
| June 30, | July 2, | |||||||||||
| 2024 | 2023 | |||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 237,263 | $ | 219,794 | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | 56,718 | 43,221 | ||||||||||
| Amortization of stock-based awards | 23,713 | 21,640 | ||||||||||
| Deferred income taxes | (9,736 | ) | 21,475 | |||||||||
| Fair value adjustments to foreign currency forward contract | - | (89,402 | ) | |||||||||
| Fair value adjustments to contingent consideration | 477 | 8,477 | ||||||||||
| Other non-cash items | 3,769 | (796 | ) | |||||||||
| Changes in operating assets and liabilities, net of effects of business acquisitions: | ||||||||||||
| Accounts receivable and contract assets | (54,286 | ) | (41,824 | ) | ||||||||
| Prepaid expenses and other assets | (18,437 | ) | 1,970 | |||||||||
| Accounts payable | 18,991 | (3,678 | ) | |||||||||
| Accrued compensation | (7,982 | ) | 5,263 | |||||||||
| Contract liabilities | 33,011 | 56,189 | ||||||||||
| Income taxes receivable/payable | (16,436 | ) | 10,645 | |||||||||
| Other liabilities | (13,955 | ) | (6,921 | ) | ||||||||
| Net cash provided by operating activities | 253,110 | 246,053 | ||||||||||
| Cash flows from investing activities: | ||||||||||||
| Payments for business acquisitions, net of cash acquired | (93,650 | ) | (854,319 | ) | ||||||||
| Settlement of foreign currency forward contract | - | 109,306 | ||||||||||
| Capital expenditures | (11,324 | ) | (17,322 | ) | ||||||||
| Proceeds from sale of assets | 666 | 439 | ||||||||||
| Net cash used in investing activities | (104,308 | ) | (761,896 | ) | ||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from borrowings | 180,000 | 979,859 | ||||||||||
| Repayments on long-term debt | (200,000 | ) | (411,676 | ) | ||||||||
| Shares repurchased for tax withholdings on share-based awards | (12,906 | ) | (16,785 | ) | ||||||||
| Payments of contingent earn-out liabilities | (29,112 | ) | (15,078 | ) | ||||||||
| Stock options exercised | 2,690 | 425 | ||||||||||
| Dividends paid | (43,303 | ) | (38,268 | ) | ||||||||
| Principal payments on finance leases | (4,827 | ) | (4,082 | ) | ||||||||
| Net cash (used in) provided by financing activities | (107,458 | ) | 494,395 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 2,146 | 12,410 | ||||||||||
| Net increase (decrease) in cash and cash equivalents | 43,490 | (9,038 | ) | |||||||||
| Cash and cash equivalents at beginning of period | 168,831 | 185,094 | ||||||||||
| Cash and cash equivalents at end of period | $ | 212,321 | $ | 176,056 | ||||||||
| Supplemental information: | ||||||||||||
| Cash paid during the period for: | ||||||||||||
| Interest | $ | 26,867 | $ | 34,839 | ||||||||
| Income taxes, net of refunds received of $4.0 million and $1.5 million | $ | 115,933 | $ | 54,967 |
Tetra Tech, Inc.Regulation G InformationJune 30, 2024
Reconciliation of Revenue to Revenue, Net of Subcontractor Costs("Net Revenue")(in millions)
| 2023 | 2024 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2022 | 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 | 3rd<br> Qtr | 9<br> Mos | |||||||||||||||
| Consolidated | ||||||||||||||||||||||||||||
| Revenue | 3,213.5 | 3,504.0 | 894.8 | 1,158.2 | 2,053.0 | 1,208.9 | 3,261.9 | 1,260.6 | 4,522.6 | 1,228.3 | 1,251.6 | 2,479.9 | 1,344.3 | 3,824.2 | ||||||||||||||
| Subcontractor<br> Costs | (661.3 | ) | (668.5 | ) | (158.2 | ) | (188.7 | ) | (346.9 | ) | (221.4 | ) | (568.3 | ) | (203.2 | ) | (771.5 | ) | (213.1 | ) | (199.0 | ) | (412.1 | ) | (234.7 | ) | (646.8 | ) |
| Net Revenue | 2,551.6 | 2,835.5 | 736.6 | 969.5 | 1,706.1 | 987.5 | 2,693.6 | 1,057.4 | 3,751.1 | 1,015.2 | 1,052.6 | 2,067.8 | 1,109.6 | 3,177.4 | ||||||||||||||
| GSG<br> Segment | ||||||||||||||||||||||||||||
| Revenue | 1,772.9 | 1,820.9 | 471.1 | 563.3 | 1,034.3 | 531.0 | 1,565.4 | 593.5 | 2,158.9 | 575.0 | 597.1 | 1,172.2 | 640.6 | 1,812.7 | ||||||||||||||
| Subcontractor<br> Costs | (507.1 | ) | (484.4 | ) | (118.0 | ) | (127.7 | ) | (245.7 | ) | (140.8 | ) | (386.6 | ) | (136.9 | ) | (523.4 | ) | (132.3 | ) | (130.6 | ) | (263.0 | ) | (152.3 | ) | (415.3 | ) |
| Net Revenue | 1,265.8 | 1,336.5 | 353.1 | 435.6 | 788.6 | 390.2 | 1,178.8 | 456.6 | 1,635.5 | 442.7 | 466.5 | 909.2 | 488.3 | 1,397.4 | ||||||||||||||
| CIG<br> Segment | ||||||||||||||||||||||||||||
| Revenue | 1,500.1 | 1,738.4 | 439.6 | 610.4 | 1,049.9 | 691.4 | 1,741.3 | 683.3 | 2,424.6 | 669.1 | 671.2 | 1,340.3 | 723.6 | 2,063.9 | ||||||||||||||
| Subcontractor<br> Costs | (214.3 | ) | (239.3 | ) | (56.0 | ) | (76.4 | ) | (132.4 | ) | (94.0 | ) | (226.4 | ) | (82.6 | ) | (309.0 | ) | (96.6 | ) | (85.1 | ) | (181.7 | ) | (102.2 | ) | (283.9 | ) |
| Net Revenue | 1,285.8 | 1,499.1 | 383.6 | 534.0 | 917.5 | 597.4 | 1,514.9 | 600.7 | 2,115.6 | 572.5 | 586.1 | 1,158.6 | 621.4 | 1,780.0 |
Reconciliation of NetIncome Attributable to Tetra Tech to Adjusted EBITDA(in thousands)
| 2023 | 2024 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2022 | 1st Qtr | 2nd Qtr | 6 Mos | 3rd Qtr | 9 Mos | 4th Qtr | Total | 1st Qtr | 2nd Qtr | 6 mos | 3rd Qtr | 9 Mos | ||||||||
| Net Income Attributable to Tetra<br> Tech | 232,810 | 263,125 | 116,706 | 42,830 | 159,536 | 60,235 | 219,771 | 53,649 | 273,420 | 74,972 | 76,446 | 151,418 | 85,810 | 237,228 | |||||||
| Income Tax Expense | 34,039 | 85,602 | 37,958 | 26,254 | 64,212 | 22,568 | 86,780 | 40,745 | 127,526 | 26,523 | 31,341 | 57,864 | 32,894 | 90,758 | |||||||
| Interest<br> Expense^1^ | 11,831 | 11,584 | 5,372 | 13,323 | 18,695 | 14,869 | 33,564 | 12,973 | 46,537 | 9,578 | 9,883 | 19,461 | 9,912 | 29,374 | |||||||
| Depreciation | 12,337 | 13,859 | 3,178 | 4,849 | 8,027 | 5,624 | 13,651 | 6,330 | 19,980 | 6,951 | 5,637 | 12,588 | 5,713 | 18,300 | |||||||
| Amortization | 11,468 | 13,174 | 3,438 | 12,072 | 15,510 | 14,060 | 29,570 | 11,656 | 41,226 | 12,533 | 12,094 | 24,627 | 13,790 | 38,417 | |||||||
| FX Hedge<br> Gain | - | (19,904 | ) | (67,995 | ) | (21,407 | ) | (89,402 | ) | - | (89,402 | ) | - | (89,402 | ) | - | - | - | - | - | |
| EBITDA | 302,485 | 367,440 | 98,657 | 77,921 | 176,578 | 117,356 | 293,934 | 125,353 | 419,287 | 130,557 | 135,401 | 265,958 | 148,119 | 414,077 | |||||||
| Contingent Consideration | (3,273 | ) | - | 933 | 7,544 | 8,477 | - | 8,477 | 3,778 | 12,255 | - | - | - | - | - | ||||||
| Acquisition<br> & Integration Expenses^2^ | - | - | 3,761 | 19,944 | 23,705 | 2,107 | 25,812 | 23,742 | 49,554 | - | - | - | - | - | |||||||
| COVID-19 Credits | - | (6,486 | ) | - | - | - | - | - | - | - | - | - | - | - | - | ||||||
| Adjusted<br> EBITDA | 299,212 | 360,954 | 103,351 | 105,409 | 208,760 | 119,463 | 328,223 | 152,873 | 481,096 | 130,557 | 135,401 | 265,958 | 148,119 | 414,077 |
^1^ Includes write-off of deferred debt origination fees of $2.7M in Q1-23 and $1.1M in Q2-23
^2^ Includes lease impairment charge of $16.4M in Q4-23