8-K

Tetra Tech Inc (TTEK)

8-K 2023-02-01 For: 2023-02-01
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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):

February 1, 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 February 1, 2023, Tetra Tech, Inc. (“Tetra Tech”) reported its financial results for the first fiscal quarter ended January 1, 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 February 1, 2023, Tetra Tech announced that its Board of Directors has declared a $0.23 per share quarterly cash dividend. The dividend is payable on February 24, 2023 to stockholders of record as of the close of business on February 13, 2023.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits

99.1 Press Release, dated February 1, 2023, reporting the financial results for Tetra Tech’s first fiscal<br>quarter ended January 1, 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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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: February 1, 2023 By: /s/ DAN L. BATRACK
Dan L. Batrack
Chairman and Chief Executive Officer
3

Exhibit 99.1

NEWS<br> RELEASE<br> February 1, 2023

TetraTech Reports Record First Quarter Results


· Record Net Revenue $737 million
· Record EPS $2.18; Record Adjusted EPS $1.34, up 13% Y/Y
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· Record Backlog of $3.81 billion, up 11% Y/Y
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Pasadena, California. Tetra Tech, Inc. (NASDAQ: TTEK), a leading provider of high-end consulting and engineering services, today announced results for the first quarter ended January 1, 2023.

First QuarterResults

Tetra Tech achieved record high quarterly results in key financial metrics, including net revenue, operating margin, EPS and backlog. Revenue in the first quarter totaled $895 million and revenue, net of subcontractor costs (net revenue),^1^ was $737 million. Operating income was $92 million; adjusted operating income was $97 million, up 17% year-over-year, which reflects a 90-basis point increase to an all-time high adjusted EBITDA^1^ margin of 14.0%. Earnings per share (“EPS”) was $2.18; adjusted EPS was $1.34, up 13% over first quarter fiscal 2022. Backlog increased to $3.81 billion, up 11% year-over-year, and up 14% on a constant currency basis.

Quarterly Dividend

On January 30, 2023, Tetra Tech’s Board of Directors approved a $0.23 per share dividend, payable on February 24, 2023, to stockholders of record as of February 13, 2023. This represents a 15% increase year-over-year and the 35^th^ consecutive quarterly dividend.

Chairman and CEO Comments

Tetra Tech Chairman and CEO, Dan Batrack, commented, “Tetra Tech began fiscal 2023 with record high net revenue and earnings as a result of our strong operations where we are Leading with Science^®^ in the areas of water, environment and sustainable infrastructure. On a year-over-year basis, we saw double-digit top line growth across both our government and commercial end markets. We also had new orders approaching $1 billion in the quarter contributing to an all-time high backlog of $3.81 billion which further improves our outlook for fiscal 2023 and beyond.”

Mr. Batrack further stated, “We are very pleased to announce that we successfully closed the RPS Group transaction at the end of January. The addition of RPS aligns with our strategy to be the premier global high-end consulting and engineering firm addressing the impacts of climate change. RPS brings 5,000 staff that significantly expand our position in U.K. water programs, and add energy transformation expertise in the U.K., Europe and Australia.”

^1^ Non-GAAP financial measures which the Company believes provide valuable perspectives on its business results.

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.

Excluding RPS, Tetra Tech expects EPS for the second quarter of fiscal 2023 to range from $1.03 to $1.08 and net revenue to range from $685 million to $735 million. For fiscal 2023, Tetra Tech is increasing EPS guidance to now range from $4.90 to $5.05 and is increasing net revenue guidance to range from $3.00 billion to $3.15 billion.^2^

RPS is expected to contribute additional net revenue of approximately $100 million in the second quarter and $400 million for fiscal 2023. The impact to adjusted EPS, excluding transaction, integration and intangible amortization expenses, is expected to be approximately $0.10 dilutive for the second quarter and $0.10 accretive in the second half of the year, resulting in neutral impact for fiscal 2023.^3^

Webcast

Investors will have the opportunity to access a live audio-visual webcast and supplemental financial information concerning the first quarter of fiscal 2023 results through a link posted on the Company’s website at tetratech.com on February 2, 2023, at 8:00 a.m. (PT).

Reconciliationof GAAP and Non-GAAP Items

In thousands(except EPS data)

Three Months Ended
Jan. 1, 2023 Jan. 2, 2022 % Y/Y
Revenue $ 894,766 $ 858,510 4 %
Subcontractor costs (158,204 ) (179,177 )
Net revenue $ 736,562 $ 679,333 8 %
Operating income $ 92,050 $ 87,220 6 %
Acquisition related costs 4,694
COVID-19 Credits (4,451 )
Adjusted operating income $ 96,744 $ 82,769 17 %
EPS $ 2.18 $ 1.25 74 %
FX hedge gain (0.94 )
Acquisition related costs 0.10
COVID-19 Credits (0.06 )
Adjusted EPS $ 1.34 $ 1.19 13 %

^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.

^3^ Reconciliation of adjusted EPS guidance to the most directly comparable GAAP measure is not available without unreasonable efforts because the Company cannot predict with sufficient precision all the components required to provide such reconciliation, including transaction, integration, and intangible amortization expenses related to the RPS transaction.

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 Leading with 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-LookingStatements

This releasecontains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words suchas "anticipate," "expect," "could," "may," "intend," "plan" and "believe,"among others, generally identify forward-looking statements. These forward-looking statements are based on currently available operating,financial, economic and other information, and are subject to a number of risks and uncertainties. Readers are cautioned that these forward-lookingstatements are only predictions and may differ materially from actual future events or results. A variety of factors, many of which arebeyond our control, could cause actual future results or events to differ materially from those projected in the forward-looking statementsin this release, including but not limited to: continuing worldwide political and economic uncertainties; the U.S. Administration’spotential 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 international operations; concentration of revenues from U.S. government agencies and potentialfunding disruptions by these agencies; dependence on winning or renewing U.S. government contracts; the delay or unavailability of publicfunding 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 associated withcertain clients in certain geographic areas or industries; acquisition strategy and integration risks; goodwill or other intangible assetimpairment; the failure to comply with worldwide anti-bribery laws; the failure to comply with domestic and international export laws;the failure to properly manage projects; the loss of key personnel or the inability to attract and retain qualified personnel; the abilityof our employees to obtain government granted eligibility; the use of estimates and assumptions in the preparation of financial statements;the ability to maintain adequate workforce utilization; the use of the percentage-of-completion method of accounting; the inability toaccurately estimate and control contract costs; the failure to adequately recover on our claims for additional contract costs; the failureto win or renew contracts with private and public sector clients; growth strategy management; backlog cancellation and adjustments; risksrelating to cyber security breaches; the failure of partners to perform on joint projects; the failure of subcontractors to satisfy theirobligations; requirements to pay liquidated damages based on contract performance; the adoption of new legal requirements; changes inresource management, environmental or infrastructure industry laws, regulations or programs; changes in capital markets and the accessto capital; credit agreement covenants; industry competition; liability related to legal proceedings, investigations, and disputes; theavailability 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 October 2, 2022. Readers should notplace undue reliance on forward-looking statements since such information speaks only as of the date of this release. Tetra Tech doesnot intend to update forward-looking statements and expressly disclaims any obligation to do so.

Non-GAAPFinancial Measures

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

Tetra Tech, Inc

Consoldiated Balance Sheet - Unaudited

(unaudited

  • in thousands, except par value)
October 2,
2022
Assets
Current assets:
Cash and cash equivalents 164,397 $ 185,094
Accounts receivable, net 795,872 755,112
Contract assets 80,903 92,405
Prepaid expenses and other current assets 193,635 125,605
Total current assets 1,234,807 1,158,216
Property and equipment, net 34,890 32,316
Right-of-use assets, operating leases 182,500 182,319
Goodwill 1,133,303 1,110,412
Intangible assets, net 27,536 29,163
Deferred tax assets 52,009 47,804
Other non-current assets 66,435 62,546
Total assets 2,731,480 $ 2,622,776
Liabilities and Equity
Current liabilities:
Accounts payable 151,256 $ 147,436
Accrued compensation 184,468 237,669
Contract liabilities 274,118 241,340
Short-term lease liabilities, operating leases 55,809 57,865
Current portion of long-term debt 12,505 12,504
Current contingent earn-out liabilities 33,701 28,797
Other current liabilities 158,758 190,406
Total current liabilities 870,615 916,017
Deferred tax liabilities 32,779 15,161
Long-term debt 234,120 246,250
Long-term lease liabilities, operating leases 148,034 146,285
Non-current contingent earn-out liabilities 35,328 36,769
Other non-current liabilities 86,637 79,157
Equity:
Preferred stock - authorized, 2,000 shares of 0.01 par value; no shares issued and outstanding at January 1, 2023 and October 2, 2022 - -
Common stock - authorized, 150,000 shares of 0.01 par value; issued and outstanding, 53,226 and 52,981 at January 1, 2023 and October 2, 2022, respectively 532 530
Additional paid-in capital 3,281 -
Accumulated other comprehensive loss (175,126 ) (208,144 )
Retained earnings 1,495,221 1,390,701
Tetra Tech stockholders' equity 1,323,908 1,183,087
Noncontrolling interests 59 50
Total stockholders' equity 1,323,967 1,183,137
Total liabilities and stockholders' equity 2,731,480 $ 2,622,776

All values are in US Dollars.

Tetra Tech, Inc

Consolidated Statements of Income

(unaudited

  • in thousands, except par value)
Three Months Ended
January 1, January 2,
2023 2022
Revenue $ 894,766 $ 858,510
Subcontractor costs (158,204 ) (179,177 )
Other costs of revenue (583,316 ) (539,567 )
Gross profit 153,246 139,766
Selling, general and administrative expenses (56,502 ) (52,546 )
Acquisition and integration expenses (3,761 ) -
Contingent consideration - fair value adjustments (933 ) -
Income from operations 92,050 87,220
Interest expense, net (5,372 ) (2,904 )
Other non-operating income 67,995 -
Income before income tax expense 154,673 84,316
Income tax expense (37,958 ) (15,817 )
Net income 116,715 68,499
Net income attributable to noncontrolling interests (9 ) (10 )
Net income attributable to Tetra Tech $ 116,706 $ 68,489
Earnings per share attributable to Tetra Tech:
Basic $ 2.20 $ 1.27
Diluted $ 2.18 $ 1.25
Weighted-average common shares outstanding:
Basic 53,069 53,937
Diluted 53,529 54,577

Tetra Tech, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)

Three Months Ended
January 1, January 2,
2023 2022
Cash flows from operating activities:
Net income $ 116,715 $ 68,499
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 6,616 6,111
Equity in income of unconsolidated joint ventures (1,447 ) (1,440 )
Distributions of earnings from unconsolidated joint ventures 1,115 842
Amortization of stock-based awards 7,184 5,828
Deferred income taxes (15,935 ) (878 )
Fair value adjustments to contingent consideration 933 -
Fair value adjustments to foreign currency forward contract (67,995 ) -
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable and contract assets (16,175 ) (21,560 )
Prepaid expenses and other assets 5,967 5,364
Accounts payable 3,820 14,056
Accrued compensation (53,201 ) (40,321 )
Contract liabilities 27,769 29,227
Other liabilities (26,432 ) 11,854
Income taxes receivable/payable 4,387 4,837
Net cash provided by operating activities 25,191 82,419
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired - (8,858 )
Capital expenditures (4,996 ) (1,518 )
Proceeds from sale of assets 51 3,514
Net cash used in investing activities (4,945 ) (6,862 )
Cash flows from financing activities:
Proceeds from borrowings 60,889 54,989
Repayments on long-term debt (73,125 ) (3,956 )
Repurchases of common stock - (50,000 )
Taxes paid on vested restricted stock (16,586 ) (24,949 )
Stock options exercised 57 960
Dividends paid (12,186 ) (10,793 )
Payments of contingent earn-out liabilities - (1,720 )
Principal payments on finance leases (1,316 ) (945 )
Net cash used in financing activities (42,267 ) (36,414 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 8,695 (169 )
Net increase (decrease) in cash, cash equivalents, and restricted cash (13,326 ) 38,974
Cash, cash equivalents and restricted cash at beginning of period 185,491 166,568
Cash, cash equivalents and restricted cash at end of period $ 172,165 $ 205,542
Supplemental information:
Cash paid during the period for:
Interest $ 3,433 $ 2,456
Income taxes, net of refunds received of $0.1 million and $2.3 million $ 14,540 $ 11,535
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents $ 164,397 $ 205,542
Restricted cash 7,768 -
Total cash, cash equivalents and restricted cash $ 172,165 $ 205,542

Tetra Tech, Inc.

Regulation G Information

December 2022

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
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
RCM / Non-Cash Claims (0.2 ) (0.6 ) - - - - - - - -
Adjusted 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
Adjusted Subcontractor<br> Costs (646.1 ) (661.3 ) (179.2 ) (153.1 ) (332.3 ) (169.7 ) (502.0 ) (166.4 ) (668.5 ) (158.2 )
Adjusted 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
GSG Segment
Revenue 1,578.3 1,772.9 456.1 449.0 905.1 460.0 1,365.0 455.8 1,820.9 471.1
Subcontractor Costs (460.8 ) (507.1 ) (129.0 ) (111.5 ) (240.5 ) (124.5 ) (365.0 ) (119.4 ) (484.4 ) (118.0 )
Adjusted Net Revenue 1,117.5 1,265.8 327.1 337.5 664.6 335.5 1,000.0 336.4 1,336.5 353.1
CIG Segment
Revenue 1,471.1 1,500.1 416.3 416.9 833.2 444.2 1,277.5 461.0 1,738.4 439.6
Non-Cash Claims - - - - - - - - - -
Adjusted Revenue 1,471.1 1,500.1 416.3 416.9 833.2 444.2 1,277.5 461.0 1,738.4 439.6
Subcontractor Costs (240.0 ) (214.3 ) (64.0 ) (54.8 ) (118.8 ) (59.3 ) (178.1 ) (61.2 ) (239.3 ) (56.0 )
Adjusted Net Revenue 1,231.1 1,285.8 352.3 362.1 714.4 384.9 1,099.4 399.8 1,499.1 383.6
RCM 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
Net Income Attributable to Tetra Tech 173,859 232,810 68,489 53,040 121,529 58,650 180,179 82,947 263,125 116,706
Interest Expense^1^ 13,100 11,831 2,904 3,144 6,048 2,919 8,966 2,618 11,584 5,372
Depreciation^^ 13,017 12,337 3,433 3,310 6,743 3,200 9,945 3,914 13,859 3,178
Amortization 11,594 11,468 2,678 3,241 5,919 3,682 9,601 3,573 13,174 3,438
Contingent Consideration (13,371 ) (3,273 ) - - - - - - - 933
Goodwill Impairment 15,800 - - - - - - - - -
FX Hedge Gain - - - - - - - (19,904 ) (19,904 ) (67,995 )
Income Tax Expense 54,101 34,039 15,817 18,327 34,144 22,329 56,472 29,129 85,602 37,958
EBITDA 268,100 299,212 93,321 81,062 174,383 90,780 265,163 102,277 367,440 99,590
Acquisition & Integration Expenses - - - - - - - - - 3,761
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

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