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):
November 12, 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) |
| --- | --- |
| ¨ | 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)) |
| --- | --- |
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 November 12, 2025, Tetra Tech, Inc. (“Tetra Tech”) reported its financial results for the fourth fiscal quarter ended September 28, 2025. 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 November 12, 2025, Tetra Tech announced that its Board of Directors has declared a $0.065 per share quarterly cash dividend. The dividend is payable on December 12, 2025 to stockholders of record as of the close of business on December 1, 2025.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| 99.1 | Press Release, dated November 12, 2025, reporting the financial results for Tetra Tech’s fourth<br>fiscal quarter ended September 28, 2025, and the declaration of a quarterly cash dividend. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
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| 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: | November 12,<br>2025 | By: | /s/<br> DAN L. BATRACK |
| Dan L. Batrack | |||
| Chairman and Chief Executive Officer |
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Exhibit 99.1
| NEWS RELEASE<br><br><br><br>November 12,<br>2025 |
|---|
Tetra Tech ReportsStrong Fourth Quarter and Fiscal 2025 Results
| · | Fourth Quarter 2025 Results |
|---|---|
| ‒ | Record Net Revenue $1.16 billion |
| --- | --- |
| ‒ | Record Operating Income of $181 million, up 26% Y/Y |
| ‒ | Record EPS $0.48, up 37% Y/Y |
| · | Fiscal 2025 Results |
| --- | --- |
| ‒ | Record Annual Revenue $5.44 billion |
| --- | --- |
| ‒ | Record Annual Net Revenue $4.62 billion |
| ‒ | Annual EPS $0.93; Record Adjusted Annual EPS $1.56, up 24% Y/Y |
| ‒ | Record Operating Cash Flow $458 million, up 28% Y/Y |
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 fourth quarter and fiscal year ended September 28, 2025.
Fourth Quarter 2025 Highlights (Excluding USAIDand Dept. of State (DOS))
| · | Revenue increased 6% Y/Y to $1.23 billion |
|---|---|
| · | Net<br> Revenue^1^ increased 10% Y/Y to $1.07 billion |
| · | Adjusted^1^<br> Operating Income increased 23% Y/Y to $168 million |
| · | Adjusted EPS increased 29% Y/Y to $0.44 |
Fiscal 2025 Highlights (Excluding USAID andDOS)
| · | Revenue increased 9% Y/Y to $4.79 billion |
|---|---|
| ^1^ | Non-GAAP financial measures which the Company believes provide valuable perspectives on its business results.<br>Refer to tables at the end of the release and Regulation G Information for reconciliations to the comparable GAAP metrics. |
| --- | --- |
| · | Net Revenue increased 10% Y/Y to $4.06 billion |
| --- | --- |
| · | Adjusted Operating Income increased 24% Y/Y to $563 million |
| · | Adjusted EPS increased 31% Y/Y to $1.45 |
Recent Key Wins
| · | $500 million multiple-award contract for environmental services for<br>USACE Baltimore District |
|---|---|
| · | $249 million multiple-award contract for planning and engineering<br>services for USACE Mobile District |
| · | $240 million single-award contract for environmental assessment services<br>for U.S. Navy |
| · | $240 million multiple-award contract for planning and engineering<br>services for USACE Norfolk District |
| · | $38 million multiple-award contract for transmission and distribution<br>services for an Irish grid operator |
| · | $23 million single-award contract for water engineering services for<br>Portsmouth Water in the U.K. |
| · | $18 million single-award contract for high-voltage energy design services<br>for a U.S. commercial client |
Quarterly Dividend and Share Repurchase Program
On November 10, 2025, Tetra Tech’s Board of Directors approved the Company’s 46^th^ consecutive quarterly dividend at an amount of $0.065 per share, a 12% increase year-over-year, payable on December 12, 2025, to stockholders of record as of December 1, 2025. In the fourth quarter, Tetra Tech repurchased $50 million of common stock. Additionally, as of September 28, 2025, the Company had $598 million remaining under the approved share repurchase programs.
Executive Management Comments
Dan Batrack, Chairman and CEO, commented, “We finished fiscal 2025 with another strong quarter resulting in record net revenue, record operating income, and significant operating margin expansion. These all-time high results were driven by the continued strong demand for our differentiated high-end consulting services in resilient water management and digital water automation. Our strategy focused on essential water and environmental services has allowed us to successfully navigate the recent changes in U.S. federal government priorities as we achieved record financial performance for 2025.”
Roger Argus, President, stated, “Looking forward to fiscal 2026 and beyond, we see increased demand for our high-end services to address the development of water-reliant infrastructure, including data centers and industrial manufacturing. Our high-voltage engineering practice has benefited from these projects with its backlog doubling in the fourth quarter. In addition, our front-end consulting services are critical to the expansion and protection of coastal and marine infrastructure for defense clients around the world.”
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 2026, Tetra Tech expects net revenue^2^ to range from $4.05 billion to $4.25 billion and EPS guidance to range from $1.40 to $1.55. The fiscal 2026 guidance for net revenue projects a range of 5% to 11% year-over-year growth, excluding fiscal 2025 USAID / DOS and episodic disaster recovery activities. For the first quarter of fiscal 2026, Tetra Tech expects net revenue to range from $950 million to $1.0 billion and EPS to range from $0.30 to $0.33.
| ^2^ | Reconciliation of the net revenue guidance to the most directly comparable GAAP measure is not available<br>without unreasonable efforts because the Company cannot predict the magnitude and timing of all the components, including subcontractor<br>costs, required to provide such reconciliation with sufficient precision. |
|---|
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Webcast
Investors will have the opportunity to access a live audio-visual webcast and supplemental financial information concerning the fourth quarter of fiscal 2025 results through a link posted on the Company’s website at tetratech.com on November 13, 2025, at 8:00 a.m. (PT).
Reconciliation of GAAP and Non-GAAP Items
In thousands (except EPS data)
| Three Months Ended | Fiscal Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sep. 28,<br> <br>2025 | Sep. 29,<br> <br>2024 | Sep. 28,<br> <br>2025 | Sep. 29,<br> <br>2024 | |||||||||
| Revenue | $ | 1,330,100 | $ | 1,374,474 | $ | 5,442,590 | $ | 5,198,679 | ||||
| USAID / DOS | (97,771 | ) | (215,267 | ) | (650,344 | ) | (793,029 | ) | ||||
| Revenue excl. USAID / DOS | $ | 1,232,329 | $ | 1,159,207 | $ | 4,792,246 | $ | 4,405,694 | ||||
| Revenue | $ | 1,330,100 | $ | 1,374,474 | $ | 5,442,590 | $ | 5,198,679 | ||||
| Subcontractor costs | (166,791 | ) | (229,989 | ) | (825,230 | ) | (876,817 | ) | ||||
| Net revenue | $ | 1,163,309 | $ | 1,144,485 | $ | 4,617,360 | $ | 4,321,862 | ||||
| USAID / DOS | (91,351 | ) | (174,379 | ) | (555,456 | ) | (644,672 | ) | ||||
| Net revenue excl. USAID / DOS | $ | 1,071,958 | $ | 970,106 | $ | 4,061,904 | $ | 3,677,190 | ||||
| Operating Income | $ | 181,305 | $ | 143,343 | $ | 408,419 | $ | 500,737 | ||||
| Contingent consideration | (9,873 | ) | 2,064 | (12,228 | ) | 2,541 | ||||||
| Legal contingency | - | - | 115,000 | - | ||||||||
| Goodwill impairment | - | - | 92,416 | - | ||||||||
| Acq. / Integration | - | 7,138 | - | 7,138 | ||||||||
| Adjusted Operating Income | $ | 171,432 | $ | 152,545 | $ | 603,607 | $ | 510,416 | ||||
| USAID / DOS | (3,795 | ) | (16,063 | ) | (40,433 | ) | (55,497 | ) | ||||
| Adjusted OI excl. USAID / DOS | $ | 167,637 | $ | 136,482 | $ | 563,174 | $ | 454,919 | ||||
| EPS | $ | 0.48 | $ | 0.35 | $ | 0.93 | $ | 1.23 | ||||
| Contingent consideration | (0.03 | ) | 0.01 | (0.03 | ) | 0.01 | ||||||
| Legal contingency | - | - | 0.35 | - | ||||||||
| Goodwill impairment | - | - | 0.31 | - | ||||||||
| Acq. / Integration | - | 0.02 | - | 0.02 | ||||||||
| Adjusted EPS | $ | 0.45 | $ | 0.38 | $ | 1.56 | $ | 1.26 | ||||
| USAID / DOS | (0.01 | ) | (0.04 | ) | (0.11 | ) | (0.15 | ) | ||||
| Adj. EPS excl. USAID / DOS | $ | 0.44 | $ | 0.34 | $ | 1.45 | $ | 1.11 |
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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 more than 25,000 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, and design sustainable and resilient infrastructure. 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.
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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.
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Tetra Tech, Inc
Balance Sheet - Unaudited
(unaudited - in thousands, except par value)
| September 29, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 167,459 | 232,689 | |||
| Accounts receivable, net | 1,158,928 | 1,051,461 | |||
| Contract assets | 138,232 | 129,678 | |||
| Prepaid expenses and other current assets | 83,434 | 91,585 | |||
| Assets held-for-sale | 61,305 | - | |||
| Income taxes receivable | 15,334 | 21,970 | |||
| Total current assets | 1,624,692 | 1,527,383 | |||
| Property and equipment, net | 66,148 | 73,065 | |||
| Right-of-use assets, operating leases | 197,618 | 177,950 | |||
| Goodwill | 2,049,874 | 2,046,569 | |||
| Intangible assets, net | 121,160 | 160,585 | |||
| Deferred tax assets | 106,238 | 105,529 | |||
| Other non-current assets | 116,444 | 101,595 | |||
| Total assets | 4,282,174 | 4,192,676 | |||
| Liabilities and Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 204,725 | 197,440 | |||
| Accrued compensation | 346,912 | 332,096 | |||
| Contract liabilities | 420,254 | 351,738 | |||
| Short-term lease liabilities, operating leases | 69,099 | 63,419 | |||
| Current contingent earn-out liabilities | 24,826 | 26,934 | |||
| Liabilities held-for-sale | 28,461 | - | |||
| Other current liabilities | 288,113 | 247,900 | |||
| Total current liabilities | 1,382,390 | 1,219,527 | |||
| Deferred tax liabilities | 21,333 | 30,162 | |||
| Long-term debt | 763,363 | 812,634 | |||
| Long-term lease liabilities, operating leases | 154,695 | 140,095 | |||
| Non-current contingent earn-out liabilities | 32,135 | 21,812 | |||
| Other non-current liabilities | 148,094 | 138,033 | |||
| Total liabilities | 2,502,010 | 2,362,263 | |||
| Equity: | |||||
| Preferred stock - authorized, 2,000 shares of 0.01 par value; no shares issued and outstanding at<br> September 28, 2025 and September 29, 2024 | - | - | |||
| Common stock - authorized, 750,000 shares of 0.01 par value; issued and outstanding,<br> 261,418 and 267,717 shares at September 28, 2025 and | |||||
| September 29, 2024, respectively | 2,614 | 2,677 | |||
| Additional paid-in capital | - | 35,900 | |||
| Accumulated other comprehensive loss | (95,777 | ) | (78,875 | ) | |
| Retained earnings | 1,872,948 | 1,870,620 | |||
| Tetra Tech stockholders' equity | 1,779,785 | 1,830,322 | |||
| Noncontrolling interests | 379 | 91 | |||
| Total stockholders' equity | 1,780,164 | 1,830,413 | |||
| Total liabilities and stockholders' equity | 4,282,174 | 4,192,676 |
All values are in US Dollars.
6
Tetra Tech, Inc
Consolidated Statements of Income
(unaudited - in thousands, except per share data)
| Three Months Ended | Fiscal Year Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 28, | September 29, | September 28, | September 29, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 1,330,100 | $ | 1,374,474 | $ | 5,442,590 | $ | 5,198,679 | ||||
| Subcontractor costs | (166,791 | ) | (229,989 | ) | (825,230 | ) | (876,817 | ) | ||||
| Other costs of revenue | (889,163 | ) | (899,209 | ) | (3,656,016 | ) | (3,455,422 | ) | ||||
| Gross profit | 274,146 | 245,276 | 961,344 | 866,440 | ||||||||
| Selling, general and administrative expenses | (102,714 | ) | (92,731 | ) | (357,737 | ) | (356,024 | ) | ||||
| Contingent consideration - fair value adjustments | 9,873 | (2,064 | ) | 12,228 | (2,541 | ) | ||||||
| Legal contingency costs | - | - | (115,000 | ) | - | |||||||
| Impairment of goodwill | - | - | (92,416 | ) | - | |||||||
| Acquisition and integration expenses | - | (7,138 | ) | - | (7,138 | ) | ||||||
| Income from operations | 181,305 | 143,343 | 408,419 | 500,737 | ||||||||
| Interest expense, net | (6,806 | ) | (7,898 | ) | (30,802 | ) | (37,271 | ) | ||||
| Income before income tax expense | 174,499 | 135,445 | 377,617 | 463,466 | ||||||||
| Income tax expense | (46,623 | ) | (39,265 | ) | (129,668 | ) | (130,023 | ) | ||||
| Net income | 127,876 | 96,180 | 247,949 | 333,443 | ||||||||
| Net income attributable to noncontrolling interests | (131 | ) | (26 | ) | (225 | ) | (61 | ) | ||||
| Net income attributable to Tetra Tech | $ | 127,745 | $ | 96,154 | $ | 247,724 | $ | 333,382 | ||||
| Earnings per share attributable to Tetra Tech: | ||||||||||||
| Basic | $ | 0.49 | $ | 0.36 | $ | 0.94 | $ | 1.25 | ||||
| Diluted | $ | 0.48 | $ | 0.35 | $ | 0.93 | $ | 1.23 | ||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 262,184 | 267,687 | 264,713 | 267,364 | ||||||||
| Diluted | 264,247 | 271,656 | 267,123 | 270,042 | ||||||||
| Cash dividends paid per share | 0.065 | 0.058 | 0.246 | 0.220 |
7
Tetra Tech, Inc.
Consolidated Statements of Cash Flows
(unaudited- in thousands)
| Fiscal Year Ended | ||||||
|---|---|---|---|---|---|---|
| September 28, | September 29, | |||||
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 247,949 | $ | 333,443 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 58,276 | 73,677 | ||||
| Amortization of stock-based awards | 33,946 | 31,155 | ||||
| Deferred income taxes | (11,297 | ) | (19,980 | ) | ||
| Provision for losses on accounts receivables | 3,150 | - | ||||
| Impairment of goodwill | 92,416 | - | ||||
| Fair value adjustments to contingent consideration | (12,228 | ) | 2,541 | |||
| Acquisition and integration expenses | - | 7,138 | ||||
| Other non-cash items | 9,024 | 5,369 | ||||
| Changes in operating assets and liabilities, net of effects of business acquisitions and divestitures: | ||||||
| Accounts receivable and contract assets | (112,755 | ) | (40,188 | ) | ||
| Prepaid expenses and other assets | (30,563 | ) | (20,894 | ) | ||
| Accounts payable | 2,398 | 18,091 | ||||
| Accrued compensation | 18,879 | 6,657 | ||||
| Contract liabilities | 73,489 | 4,704 | ||||
| Cash settled contingent earn-out liability | (11,170 | ) | (7,943 | ) | ||
| Income taxes receivable/payable | 23,227 | (35,530 | ) | |||
| Other liabilities | 72,944 | 468 | ||||
| Net cash provided by operating activities | 457,685 | 358,708 | ||||
| Cash flows from investing activities: | ||||||
| Payments for business acquisitions, net of cash acquired | (97,263 | ) | (93,650 | ) | ||
| Capital expenditures | (18,633 | ) | (18,135 | ) | ||
| Proceeds from sale of assets | 919 | 742 | ||||
| Proceeds from company-owned life insurance policies | 1,934 | - | ||||
| Proceeds from divested business, net | 2,406 | - | ||||
| Proceeds from loan repayment from divested business | 3,883 | - | ||||
| Net cash used in investing activities | (106,754 | ) | (111,043 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from borrowings | 715,000 | 217,000 | ||||
| Repayments on long-term debt | (771,027 | ) | (287,000 | ) | ||
| Payment of debt issuance costs | (2,738 | ) | - | |||
| Repurchases of common stock | (249,984 | ) | - | |||
| Shares repurchased for tax withholdings on share-based awards | (14,047 | ) | (12,982 | ) | ||
| Payments of contingent earn-out liabilities | (15,055 | ) | (46,107 | ) | ||
| Stock options exercised | 469 | 3,067 | ||||
| Dividends paid | (65,039 | ) | (58,828 | ) | ||
| Principal payments on finance leases | (7,823 | ) | (6,530 | ) | ||
| Net cash used in financing activities | (410,244 | ) | (191,380 | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | (5,004 | ) | 7,573 | |||
| Net increase (decrease) in cash and cash equivalents | (64,317 | ) | 63,858 | |||
| Cash and cash equivalents at beginning of year | 232,689 | 168,831 | ||||
| Cash and cash equivalents at end of year | $ | 168,372 | $ | 232,689 | ||
| Supplemental information: | ||||||
| Cash paid during the period for: | ||||||
| Interest | $ | 34,956 | $ | 36,855 | ||
| Income taxes, net of refunds received of $17.2 million and $4.2 million | $ | 110,830 | $ | 180,707 | ||
| Non-cash financing activities: | ||||||
| Excise taxes accrued but not paid | $ | 2,010 | $ | - | ||
| Reconciliation of cash and cash equivalents to consolidated balance sheets: | ||||||
| Cash and cash equivalents | $ | 167,459 | $ | 232,689 | ||
| Cash and cash equivalents included in assets held-for-sale | 913 | - | ||||
| Consolidated cash and cash equivalents | $ | 168,372 | $ | 232,689 |
8
Tetra Tech, Inc.
Regulation G Information
September 28, 2025
Reconciliation of Revenue to Revenue, Net of Subcontractor Costs ("Net Revenue")
(in millions)
| 2024 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 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 | 4th Qtr | Total | |||||||||||||||||||||||||||||||
| 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 | 1,322.1 | 2,742.7 | 1,369.8 | 4,112.5 | 1,330.1 | 5,442.6 | ||||||||||||||||||||||||||||||
| Subcontractor<br> Costs | (668.5 | ) | (771.5 | ) | (213.1 | ) | (199.0 | ) | (412.1 | ) | (234.7 | ) | (646.8 | ) | (230.0 | ) | (876.8 | ) | (223.3 | ) | (218.4 | ) | (441.7 | ) | (216.8 | ) | (658.5 | ) | (166.8 | ) | (825.3 | ) | ||||||||||||||
| 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 | 1,103.7 | 2,301.0 | 1,153.0 | 3,454.0 | 1,163.3 | 4,617.3 | ||||||||||||||||||||||||||||||
| GSG<br> 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 | 661.4 | 1,413.2 | 673.0 | 2,086.2 | 587.7 | 2,673.9 | ||||||||||||||||||||||||||||||
| Subcontractor<br> Costs | (484.4 | ) | (523.4 | ) | (132.3 | ) | (130.6 | ) | (263.0 | ) | (152.3 | ) | (415.3 | ) | (158.1 | ) | (573.4 | ) | (150.6 | ) | (140.5 | ) | (291.1 | ) | (152.6 | ) | (443.6 | ) | (100.5 | ) | (544.1 | ) | ||||||||||||||
| 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 | 520.9 | 1,122.1 | 520.4 | 1,642.6 | 487.2 | 2,129.8 | ||||||||||||||||||||||||||||||
| CIG<br> 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 | 678.9 | 1,367.1 | 715.8 | 2,082.8 | 761.9 | 2,844.6 | ||||||||||||||||||||||||||||||
| Subcontractor<br> Costs | (239.3 | ) | (309.0 | ) | (96.6 | ) | (85.1 | ) | (181.7 | ) | (102.2 | ) | (283.9 | ) | (90.9 | ) | (374.8 | ) | (92.1 | ) | (96.1 | ) | (188.2 | ) | (83.2 | ) | (271.4 | ) | (85.7 | ) | (357.1 | ) | ||||||||||||||
| Net<br> 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 | 582.8 | 1,178.9 | 632.6 | 1,811.4 | 676.2 | 2,487.5 |
Reconciliation of Net Income Attributable to Tetra Tech to Adjusted EBITDA
(in thousands)
| 2024 | 2025 | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2023 | 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 | 4th Qtr | Total | ||||||||||||||||||||||||||
| Net Income Attributable<br> to Tetra Tech | 263,125 | 273,420 | 74,972 | 76,446 | 151,418 | 85,810 | 237,228 | 96,154 | 333,382 | 747 | 5,388 | 6,135 | 113,844 | 119,979 | 127,745 | 247,724 | |||||||||||||||||||||||||
| Income Tax Expense | 85,602 | 127,526 | 26,523 | 31,341 | 57,864 | 32,894 | 90,757 | 39,266 | 130,023 | 14,530 | 25,700 | 40,230 | 42,815 | 83,045 | 46,624 | 129,668 | |||||||||||||||||||||||||
| Interest<br> Expense | 11,584 | 46,537 | 9,578 | 9,883 | 19,461 | 9,912 | 29,374 | 7,897 | 37,271 | 7,218 | 8,491 | 15,709 | 8,287 | 23,996 | 6,806 | 30,802 | |||||||||||||||||||||||||
| Depreciation | 13,859 | 19,980 | 6,951 | 5,637 | 12,588 | 5,713 | 18,301 | 5,421 | 23,722 | 5,402 | 5,248 | 10,650 | 5,410 | 16,059 | 5,115 | 21,175 | |||||||||||||||||||||||||
| Amortization | 13,174 | 41,226 | 12,533 | 12,094 | 24,627 | 13,790 | 38,417 | 11,538 | 49,955 | 10,660 | 8,629 | 19,289 | 8,287 | 27,577 | 9,524 | 37,101 | |||||||||||||||||||||||||
| FX Hedge<br> Gain | (19,904 | ) | (89,402 | ) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||
| EBITDA | 367,440 | 419,287 | 130,557 | 135,401 | 265,958 | 148,119 | 414,077 | 160,276 | 574,353 | 38,557 | 53,456 | 92,013 | 178,643 | 270,656 | 195,814 | 466,470 | |||||||||||||||||||||||||
| Contingent Consideration | - | 12,255 | (37 | ) | 14 | (22 | ) | 500 | 477 | 2,064 | 2,541 | (366 | ) | (1,931 | ) | (2,297 | ) | (58 | ) | (2,355 | ) | (9,873 | ) | (12,228 | ) | ||||||||||||||||
| Goodwill Impairment | - | - | - | - | - | - | - | - | - | - | 92,416 | 92,416 | - | 92,416 | - | 92,416 | |||||||||||||||||||||||||
| Acquisition<br> & Integration Expenses | - | 49,554 | - | - | - | - | - | 7,138 | 7,138 | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Legal Contingency Costs | - | - | - | - | - | - | - | - | - | 115,000 | - | 115,000 | - | 115,000 | - | 115,000 | |||||||||||||||||||||||||
| COVID-19 Credits | (6,486 | ) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Adjusted<br> EBITDA | 360,954 | 481,096 | 130,520 | 135,415 | 265,936 | 148,619 | 414,554 | 169,478 | 584,032 | 153,191 | 143,941 | 297,132 | 178,585 | 475,717 | 185,941 | 661,658 |
9