UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 12, 2014
TETRA TECH, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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0-19655 |
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95-4148514 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification Number) |
3475 East Foothill Boulevard, Pasadena, California 91107
(Address of principal executive office, including zip code)
(626) 351-4664
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2014, Tetra Tech, Inc. (the Registrant) reported its results of operations for its fourth quarter and fiscal year ended September 28, 2014. A copy of the press release issued by the Registrant concerning the foregoing and the events described in Item 8.01 below is furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.
Item 8.01. Other Events.
On November 12, 2014, the Registrant announced that its Board of Directors has declared a $0.07 per share quarterly cash dividend. The dividend is payable on December 5, 2014 to stockholders of record as of November 26, 2014.
On November 12, 2014, the Registrant also announced that its Board of Directors has authorized a new stock repurchase program under which the Registrant may repurchase up to $200 million of its common stock over the next two years. This follows the Registrants recently completed $100 million buyback program.
A copy of the press release issued by the Registrant concerning the dividend, the stock repurchase program and the results of operations described in Item 2.02 above is furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.
The information contained in Items 2.02 and 8.01, and in the accompanying exhibit, shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Current Report, including the exhibit hereto, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated November 12, 2014, reporting the results of operations for the Registrants fourth quarter and fiscal year ended September 28, 2014, the declaration of a $0.07 per share quarterly cash dividend, and the authorization of a $200 million stock repurchase program.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TETRA TECH, INC. | |
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Date: |
November 12, 2014 |
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By: |
/S/ DAN L. BATRACK |
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Dan L. Batrack |
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Chairman and Chief Executive Officer |
Exhibit 99.1
November 12, 2014
Tetra Tech Reports Fourth Quarter and Fiscal 2014 Results
· Q4-14 Net Revenue: $462 million / EPS: $0.35
· Realigned segments to better support markets
· Backlog increases to $2.01 billion
· FY15 Cash EPS Guidance up 25%, $2.30 $2.60
Pasadena, California. Tetra Tech, Inc. (NASDAQ: TTEK) today announced results for the fourth quarter and fiscal year ended September 28, 2014.
Realignment of Segments
In the fourth quarter of fiscal 2014, Tetra Tech conducted a strategic review of our business. As a result, we initiated the realignment of our business to focus on our core front-end consulting and engineering business, which is highly differentiated in the market place. These services are primarily performed in the Engineering and Consulting Services (ECS) and Technical Support Services (TSS) segments. The Remediation and Construction Management (RCM) activities that closely align with our core business, including environmental remediation, oil and gas, solid waste, and utilities-related activities have been integrated into our front-end business. We plan to exit all other activities in the RCM segment in fiscal 2015.
Beginning in fiscal 2015, we reorganized our core operations to better align them with our markets, resulting in two renamed reportable segments. We will report our federal water, environment, and infrastructure activities in the Water, Environment and Infrastructure (WEI) reportable segment. Our Resource Management and Energy (RME) reportable segment will include our oil and gas, energy, global mining, waste management, remediation, utilities, and international development services. These changes are expected to produce significantly higher margins and more predictable results, while better enabling us to address our customers seamlessly.
Fourth Quarter Results
In the front-end ECS and TSS segments, revenue in the fourth quarter was $493.8 million, and revenue, net of subcontractor costs1, was $380.3 million. Operating income was $48.6 million, up 11% over the fourth quarter last year in the front-end segments. Earnings before interest, taxes, depreciation, and amortization (EBITDA2) were $50.7 million in the ECS and TSS segments, up 9% year over year.
1 Tetra Techs revenue includes a significant amount of subcontractor costs and, therefore, the Company believes revenue, net of subcontractor costs, which is a non-GAAP financial measure, provides a valuable perspective on its business results.
2 EBITDA is a non-GAAP financial measure. The Company believes EBITDA is a useful representation of operating performance because of significant amounts of acquisition-related non-cash amortization expense. A table reconciling net income attributable to Tetra Tech to EBITDA can be found at the end of this release.
In total, revenue in the fourth quarter was $622.2 million, and revenue, net of subcontractor costs, was $462.2 million. Operating income was $24.8 million, and EBITDA were $36.8 million. Diluted earnings per share (EPS) were $0.35, and cash generated from operations was $13.1 million. Backlog was $2.01 billion, up 5% compared to $1.91 billion at the end of the fourth quarter last year.
Fiscal Year Results
For the front-end ECS and TSS segments, revenue in fiscal 2014 was $1.88 billion, and revenue, net of subcontractor costs, was $1.47 billion. Operating income in the front-end segments was $167.9 million, up 44% over the last fiscal year. EBITDA were $177.5 million in the ECS and TSS segments, up 37% year over year.
In total, revenue for fiscal 2014 was $2.48 billion, and revenue, net of subcontractor costs, was $1.86 billion. Operating income was $153.8 million compared to $20.2 million, and EBITDA were $207.2 million compared to $81.5 million in fiscal 2013. Diluted EPS were $1.66 compared to a loss of $0.03 in fiscal 2013. Cash generated from operations was $127.4 million.
Quarterly Dividend and Share Repurchase Program
On November 10, 2014, Tetra Techs Board of Directors declared a quarterly dividend of $0.07 per share payable on December 15, 2014 to stockholders of record as of November 26, 2014. Additionally, the Board authorized a new program to repurchase up to $200 million of common stock over the next two years, following the recently completed $100 million buyback program.
Comments on Results
Tetra Techs Chairman and CEO, Dan Batrack commented, Tetra Techs front-end consulting and engineering segments continued to perform well, and were on plan for both the quarter and the year. Profit from the two front-end segments was up more than ten percent year over year, and new orders in the quarter were particularly strong, demonstrating that both our government and commercial end markets are strengthening. Through our realignment, we have significantly reduced the Companys risk profile and are forecasting 12% to 13% EBITDA margins in the WEI and RME segments. Our solid backlog provides us a strong foundation entering fiscal 2015.
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.
Tetra Tech expects diluted EPS for the first quarter of fiscal 2015 to be in the range of $0.32 to $0.36. Revenue, net of subcontractor costs, for the first quarter is expected to range from $420 million to $470 million. For fiscal 2015, Tetra Tech expects diluted EPS to be $1.55 to $1.75 and cash EPS3 to be $2.30 to $2.60. Revenue, net of subcontractor costs, for fiscal 2015 is expected to range from $1.75 billion to $1.95 billion.
3 Cash EPS defined as cash flow from operations divided by diluted shares outstanding. Cash EPS is a non-GAAP financial measure that provides a valuable perspective on the Companys financial results.
In thousands (except EPS data) |
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Three Months Ended |
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Fiscal Year Ended |
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Sep. 28, |
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Sep. 29, |
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Sep. 28, |
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Sep. 29, | |||||
Revenue |
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$ |
622,179 |
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$ |
698,376 |
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$ |
2,483,814 |
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$ |
2,613,755 |
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Subcontractor costs |
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(159,992) |
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(166,831) |
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(623,896) |
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(588,923 |
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Revenue, net of subcontractor costs |
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462,187 |
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531,545 |
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1,859,918 |
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2,024,832 |
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Operating income |
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24,763 |
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40,625 |
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153,833 |
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20,218 |
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Interest expense, net |
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(2,117) |
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(2,355) |
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(9,490) |
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(7,686 |
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Income tax (expense) benefit |
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83 |
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(12,930) |
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(35,668) |
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(14,038 |
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Net income (loss) including noncontrolling interests |
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22,729 |
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25,340 |
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108,675 |
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(1,506 |
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Net income attributable to noncontrolling interests |
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(143) |
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(140) |
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(409) |
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(635 |
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Net income (loss) attributable to Tetra Tech |
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$ |
22,586 |
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$ |
25,200 |
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$ |
108,266 |
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$ |
(2,141 |
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Earnings (loss) per share attributable to Tetra Tech: |
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Basic |
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$ |
0.36 |
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$ |
0.39 |
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$ |
1.68 |
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$ |
(0.03 |
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Diluted |
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$ |
0.35 |
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$ |
0.39 |
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$ |
1.66 |
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$ |
(0.03 |
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Weighted-average common shares outstanding: |
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Basic |
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63,602 |
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64,272 |
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64,379 |
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64,554 |
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Diluted |
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64,235 |
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64,853 |
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65,146 |
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64,554 |
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Cash dividends per share |
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$ |
0.07 |
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$ |
- |
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$ |
0.14 |
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$ |
- |
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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 and fiscal 2014 results through a link posted on the Companys website at www.tetratech.com on November 13, 2014 at 8:00 a.m. (PT).
About Tetra Tech (www.tetratech.com)
Tetra Tech is a leading provider of consulting, engineering, program management, and construction management services. The Company supports commercial and government clients focused on water, environment, infrastructure, resource management, and energy. With 14,000 staff worldwide, Tetra Tech provides clear solutions to complex problems.
Tetra Tech, Inc.
Regulation G Information
Reconciliation of Net Income to EBITDA
In thousands |
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Three Months Ended |
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Fiscal Year Ended | ||||||||
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Sep. 28, |
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Sep. 29, |
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Sep. 28, |
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Sep. 29, | ||||
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Net income (loss) attributable to Tetra Tech |
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$ |
22,586 |
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$ |
25,201 |
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$ |
108,266 |
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$ |
(2,141) |
Interest expense, net |
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2,117 |
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2,356 |
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9,490 |
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7,686 | ||||
Income tax expense (benefit) |
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(83) |
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12,930 |
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35,668 |
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14,038 | ||||
Depreciation |
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6,292 |
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7,128 |
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26,452 |
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29,548 | ||||
Amortization |
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5,903 |
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8,131 |
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27,288 |
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32,370 | ||||
EBITDA |
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$ |
36,815 |
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$ |
55,746 |
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$ |
207,164 |
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$ |
81,501 |
CONTACTS:
Jim Wu, Investor Relations
Charlie MacPherson, Media & Public Relations
(626) 470-2844
Forward-Looking Statements
This news release contains forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include information concerning future events and the future financial performance of Tetra Tech that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. Readers are urged to read the documents filed by Tetra Tech with the SEC, specifically the most recent reports on Form 10-K, 10-Q, and 8-K, each as it may be amended from time to time, which identify risk factors that could cause actual results to differ materially from the forward-looking statements. Among the important factors or risks that could cause actual results or events to differ materially from those in the forward-looking statements in this release are: worldwide political and economic uncertainties; fluctuations in annual revenue, expenses, and operating results; the cyclicality in demand for our overall services; the cyclicality in demand for mining services; the cyclicality in demand for oil and gas services; concentration of revenues from U.S. government agencies and potential funding disruptions by these agencies; violations of U.S. government contractor regulations; dependence on winning or renewing U.S. government contracts; the delay or unavailability of public funding on U.S. government contracts; the U.S. governments right to modify, delay, curtail or terminate contracts at its convenience; credit risks associated with certain commercial clients; risks associated with international operations; 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 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 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; acquisition strategy and integration risks; goodwill or other intangible asset impairment; growth strategy management; backlog cancellation and adjustments; the failure of partners to perform on joint projects; the failure of subcontractors to satisfy their obligations; requirements to pay liquidated damages based on contract performance; changes in resource management, environmental, or infrastructure industry laws, regulations, or programs; changes in 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 ability to obtain adequate bonding; employee, agent, or partner misconduct; employee risks related 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; the interruption of systems and information technology; the ability to impede a business combination based on Delaware law and charter documents; and stock price volatility. Any projections in this release are based on limited information currently available to Tetra Tech, which is subject to change. Although any such projections and the factors influencing them will likely change, Tetra Tech will not necessarily update the information, since Tetra Tech will only provide guidance at certain points during the year. Readers should not place undue reliance on forward-looking statements since such information speaks only as of the date of this release.
TETRA TECH, INC.
Consolidated Balance Sheets
(in thousands, except par value)
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September 28, |
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September 29, | ||
Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
122,379 |
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$ |
129,305 |
Accounts receivable - net |
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701,892 |
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660,847 | ||
Prepaid expenses and other current assets |
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52,256 |
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61,446 | ||
Income taxes receivable |
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22,076 |
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20,044 | ||
Total current assets |
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898,603 |
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871,642 | ||
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Property and equipment - net |
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73,864 |
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88,026 | ||
Investments in and advances to unconsolidated joint ventures |
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2,140 |
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2,198 | ||
Goodwill |
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714,190 |
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722,792 | ||
Intangible assets - net |
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63,095 |
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86,929 | ||
Other long-term assets |
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24,512 |
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27,505 | ||
Total Assets |
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$ |
1,776,404 |
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$ |
1,799,092 |
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Liabilities and Equity |
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Current Liabilities: |
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Accounts payable |
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$ |
175,952 |
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$ |
142,813 |
Accrued compensation |
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110,186 |
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114,810 | ||
Billings in excess of costs on uncompleted contracts |
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103,343 |
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79,507 | ||
Deferred income taxes |
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20,387 |
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18,170 | ||
Current portion of long-term debt |
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10,989 |
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4,311 | ||
Estimated contingent earn-out liabilities |
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3,568 |
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23,281 | ||
Other current liabilities |
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79,436 |
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100,241 | ||
Total current liabilities |
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503,861 |
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483,133 | ||
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Deferred income taxes |
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28,786 |
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30,525 | ||
Long-term debt |
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192,842 |
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203,438 | ||
Long-term estimated contingent earn-out liabilities |
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3,462 |
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58,508 | ||
Other long-term liabilities |
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34,397 |
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24,685 | ||
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Commitments and contingencies |
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Equity: |
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Preferred stock - authorized, 2,000 shares of $0.01 par value; no shares issued and outstanding at September 28, 2014, and September 29, 2013 |
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- |
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- | ||
Common stock - authorized, 150,000 shares of $0.01 par value; issued and outstanding, 62,591 and 64,134 shares at September 28, 2014, and September 29, 2013, respectively |
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626 |
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641 | ||
Additional paid-in capital |
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402,516 |
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443,099 | ||
Accumulated other comprehensive income (loss) |
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(42,538) |
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1,858 | ||
Retained earnings |
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651,475 |
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552,165 | ||
Tetra Tech stockholders equity |
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1,012,079 |
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997,763 | ||
Noncontrolling interests |
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977 |
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1,040 | ||
Total equity |
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1,013,056 |
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998,803 | ||
Total Liabilities and Equity |
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$ |
1,776,404 |
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$ |
1,799,092 |
TETRA TECH, INC.
Consolidated Statements of Operations
(in thousands, except per share data)
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Three Months Ended |
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Fiscal Year Ended | ||||||||
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September 28, |
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September 29, |
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September 28, |
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September 29, | ||||
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2014 |
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2013 |
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2014 |
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2013 | ||||
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Revenue |
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$ |
622,179 |
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$ |
698,376 |
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$ |
2,483,814 |
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$ |
2,613,755 |
Subcontractor costs |
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(159,992) |
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(166,831) |
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(623,896) |
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(588,923) | ||||
Other costs of revenue |
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(412,720) |
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(443,624) |
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(1,577,481) |
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(1,757,842) | ||||
Selling, general and administrative expenses |
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(48,520) |
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(48,194) |
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(187,298) |
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(199,732) | ||||
Contingent consideration - fair value adjustments |
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23,816 |
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898 |
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58,694 |
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9,560 | ||||
Impairment of goodwill |
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- |
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- |
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- |
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(56,600) | ||||
Operating income |
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24,763 |
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40,625 |
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153,833 |
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20,218 | ||||
Interest income |
|
201 |
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206 |
|
804 |
|
1,003 | ||||
Interest expense |
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(2,318) |
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(2,561) |
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(10,294) |
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(8,689) | ||||
Income before income tax expense |
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22,646 |
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38,270 |
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144,343 |
|
12,532 | ||||
Income tax (expense) benefit |
|
83 |
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(12,930) |
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(35,668) |
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(14,038) | ||||
Net income (loss) including noncontrolling interests |
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22,729 |
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25,340 |
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108,675 |
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(1,506) | ||||
Net income attributable to noncontrolling interests |
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(143) |
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(140) |
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(409) |
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(635) | ||||
Net income (loss) attributable to Tetra Tech |
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$ |
22,586 |
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$ |
25,200 |
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$ |
108,266 |
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$ |
(2,141) |
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Net income (loss) attributable to Tetra Tech per share: |
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Basic |
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$ |
0.36 |
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$ |
0.39 |
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$ |
1.68 |
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$ |
(0.03) |
Diluted |
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$ |
0.35 |
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$ |
0.39 |
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$ |
1.66 |
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$ |
(0.03) |
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Weighted-average common shares outstanding: |
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Basic |
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63,602 |
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64,272 |
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64,379 |
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64,544 | ||||
Diluted |
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64,235 |
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64,853 |
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65,146 |
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64,544 | ||||
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Cash dividends per share |
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$ |
0.07 |
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$ |
- |
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$ |
0.14 |
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$ |
- |
TETRA TECH, INC.
Consolidated Statements of Cash Flows
(in thousands)
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Fiscal Year Ended | ||||
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September 28, |
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September 29, | ||
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2014 |
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2013 | ||
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Cash flows from operating activities: |
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Net income (loss) including noncontrolling interests |
|
$ |
108,675 |
|
$ |
(1,506) |
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Adjustments to reconcile net income (loss) to net cash from operating activities: |
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|
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Depreciation and amortization |
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54,540 |
|
62,605 | ||
Loss on settlement of foreign currency forward contract |
|
- |
|
270 | ||
Equity in income of unconsolidated joint ventures |
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(2,804) |
|
(3,461) | ||
Distributions of earnings from unconsolidated joint ventures |
|
2,724 |
|
4,458 | ||
Stock-based compensation |
|
10,374 |
|
8,775 | ||
Excess tax benefits from stock-based compensation |
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(904) |
|
(886) | ||
Deferred income taxes |
|
(145) |
|
(11,468) | ||
Provision for doubtful accounts |
|
1,467 |
|
13,818 | ||
Fair value adjustments to contingent consideration |
|
(58,694) |
|
(9,560) | ||
Lease termination costs and related asset impairment |
|
2,416 |
|
7,188 | ||
Impairment of goodwill |
|
- |
|
56,600 | ||
Foreign exchange (gain) loss |
|
(104) |
|
754 | ||
(Gain) loss on disposal of property and equipment |
|
58 |
|
(287) | ||
|
|
|
|
| ||
Changes in operating assets and liabilities, net of effects of business acquisitions: |
|
|
|
| ||
Accounts receivable |
|
(32,020) |
|
87,367 | ||
Prepaid expenses and other assets |
|
(4,481) |
|
(11,782) | ||
Accounts payable |
|
31,772 |
|
(34,191) | ||
Accrued compensation |
|
(4,728) |
|
(16,385) | ||
Billings in excess of costs on uncompleted contracts |
|
23,833 |
|
(16,830) | ||
Other liabilities |
|
(9,315) |
|
21,489 | ||
Income taxes receivable/payable |
|
4,712 |
|
(19,218) | ||
Net cash provided by operating activities |
|
127,376 |
|
137,750 | ||
|
|
|
|
| ||
Cash flows from investing activities: |
|
|
|
| ||
Capital expenditures |
|
(19,404) |
|
(27,545) | ||
Payments for business acquisitions, net of cash acquired |
|
(30,230) |
|
(171,329) | ||
Payment in settlement of foreign currency forward contract |
|
- |
|
(4,177) | ||
Receipt in settlement of foreign currency forward contract |
|
- |
|
3,907 | ||
Changes in restricted cash |
|
- |
|
470 | ||
Investments in unconsolidated joint ventures |
|
(21) |
|
(20) | ||
Proceeds from sale of property and equipment |
|
4,594 |
|
2,089 | ||
Payment received on note for sale of operation |
|
3,900 |
|
- | ||
Net cash used in investing activities |
|
(41,161) |
|
(196,605) | ||
|
|
|
|
| ||
Cash flows from financing activities: |
|
|
|
| ||
Payments on long-term debt |
|
(4,379) |
|
(171,400) | ||
Proceeds from borrowings |
|
- |
|
296,389 | ||
Payments of earn-out liabilities |
|
(18,662) |
|
(33,672) | ||
Payments of debt issuance costs |
|
- |
|
(2,136) | ||
Excess tax benefits from stock-based compensation |
|
904 |
|
886 | ||
Repurchases of common stock |
|
(80,000) |
|
(20,000) | ||
Distributions paid to noncontrolling interests |
|
(386) |
|
(445) | ||
Dividends paid |
|
(8,957) |
|
- | ||
Net proceeds from issuance of common stock |
|
23,834 |
|
15,993 | ||
Net cash provided by (used in) financing activities |
|
(87,646) |
|
85,615 | ||
|
|
|
|
| ||
Effect of foreign exchange rate changes on cash |
|
(5,495) |
|
(2,303) | ||
|
|
|
|
| ||
Net increase (decrease) in cash and cash equivalents |
|
(6,926) |
|
24,457 | ||
Cash and cash equivalents at beginning of period |
|
129,305 |
|
104,848 | ||
Cash and cash equivalents at end of period |
|
$ |
122,379 |
|
$ |
129,305 |
|
|
|
|
| ||
Supplemental information: |
|
|
|
| ||
Cash paid during the period for: |
|
|
|
| ||
Interest |
|
$ |
8,293 |
|
$ |
5,049 |
Income taxes, net of refunds received |
|
$ |
28,092 |
|
$ |
35,796 |