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):
January 28, 2015
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 |
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(IRS Employer |
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 January 28, 2015, Tetra Tech, Inc. (the Registrant) reported its results of operations for its first fiscal quarter ended December 28, 2014. A copy of the press release issued by the Registrant concerning the foregoing and the event 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 January 28, 2015, the Registrant also announced that its Board of Directors declared a $0.07 per share quarterly cash dividend. The dividend is payable on February 26, 2015 to stockholders of record as of the close of business on February 11, 2015. A copy of the press release issued by the Registrant concerning the dividend 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 January 28, 2015, reporting the results of operations for the Registrants first fiscal quarter ended December 28, 2014, and the declaration of a $0.07 per share quarterly cash dividend.
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: January 28, 2015 |
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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
January 28, 2015
Tetra Tech Reports First Quarter Results
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Q1 EPS $0.41 Exceeded guidance |
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WEI / RME backlog up 5% |
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Declared quarterly dividend |
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Pasadena, California. Tetra Tech, Inc. (NASDAQ: TTEK) today announced results for the fiscal 2015 first quarter ended December 28, 2014.
First Quarter Results
Revenue in the quarter was $581.1 million and revenue, net of subcontractor costs1, was $437.1 million, each down 10% compared to the prior year. The declines were primarily due to the decision to complete certain fixed-price construction activities and wind-down the Remediation and Construction Management (RCM) segment. Operating income was $36.6 million and diluted earnings per share (EPS) were $0.41. Cash generated from operations was $5.5 million.
Tetra Techs Chairman and CEO, Dan Batrack commented, Our new Water, Environment and Infrastructure (WEI) and Resource Management and Energy (RME) segments started the year with solid first quarter results, which contributed to exceeding EPS guidance for the first quarter. In addition, combined backlog for our on-going operations grew 5% on a constant currency basis. We continue to make progress towards completing the remaining RCM projects, and are focused on long-term growth opportunities that will leverage our technically differentiated services in the water and environmental markets.
Quarterly Dividend and Share Repurchase Program
On January 26, 2015, Tetra Techs Board of Directors declared a quarterly dividend of $0.07 per share payable on February 26, 2015 to stockholders of record as of February 11, 2015. Additionally, in the first quarter, the Company has spent $20 million of the approved $200 million share repurchase program.
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.
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 second quarter of fiscal 2015 to be in the range of $0.28 to $0.32. Revenue, net of subcontractor costs, for the second quarter is expected to range from $400 million to $450 million. For fiscal 2015, Tetra Tech is updating its guidance. Diluted EPS is now expected to range from $1.55 to $1.70. Cash EPS2 is expected to range from $2.30 to $2.55. Revenue, net of subcontractor costs, for fiscal 2015 is expected to range from $1.70 billion to $1.85 billion.
In thousands (except EPS data) |
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Three Months Ended | ||||||
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December 28, |
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December 29, | ||||
Revenue |
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$ |
581,056 |
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$ |
645,848 |
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Subcontractor costs |
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(143,976 |
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(162,857 |
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Revenue, net of subcontractor costs |
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437,080 |
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482,991 |
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Operating income |
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36,612 |
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43,718 |
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Interest expense |
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(1,790 |
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(2,424 |
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Income tax expense |
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(9,176 |
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(13,967 |
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Net income including noncontrolling interests |
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25,646 |
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27,327 |
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Net income attributable to noncontrolling interests |
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(71 |
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(12 |
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Net income attributable to Tetra Tech |
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$ |
25,575 |
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$ |
27,315 |
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Earnings per share attributable to Tetra Tech: |
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Basic |
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$ |
0.41 |
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$ |
0.43 |
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Diluted |
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$ |
0.41 |
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$ |
0.42 |
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Weighted-average common shares outstanding: |
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Basic |
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62,452 |
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64,227 |
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Diluted |
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63,112 |
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65,048 |
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Webcast
Investors will have the opportunity to access a live audio-visual webcast and supplemental financial information concerning the first quarter results through a link posted on the Companys website at www.tetratech.com on January 29, 2015 at 8:00 a.m. (PST).
2 Cash EPS is a non-GAAP financial measure that provides a valuable perspective on the Companys financial results. Cash EPS defined as cash flow from operations divided by diluted shares outstanding. Refer to cash flow statement for reconciliation from net income to cash flow from operations.
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 13,000 staff worldwide, Tetra Tech provides clear solutions to complex problems.
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.
Condensed Consolidated Statements of Income
(unaudited - in thousands, except per share data)
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Three Months Ended |
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December 28, |
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December 29, |
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2014 |
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2013 |
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Revenue |
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$ |
581,056 |
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$ |
645,848 |
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Subcontractor costs |
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(143,976 |
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(162,857 |
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Other costs of revenue |
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(358,281 |
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(396,528 |
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Selling, general and administrative expenses |
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(42,187 |
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(47,375 |
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Contingent consideration - fair value adjustments |
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- |
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4,630 |
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Operating income |
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36,612 |
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43,718 |
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Interest expense |
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(1,790 |
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(2,424 |
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Income before income tax expense |
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34,822 |
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41,294 |
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Income tax expense |
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(9,176 |
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(13,967 |
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Net income including noncontrolling interests |
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25,646 |
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27,327 |
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Net income attributable to noncontrolling interests |
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(71 |
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(12 |
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Net income attributable to Tetra Tech |
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$ |
25,575 |
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$ |
27,315 |
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Net income attributable to Tetra Tech per share: |
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Basic |
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$ |
0.41 |
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$ |
0.43 |
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Diluted |
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$ |
0.41 |
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$ |
0.42 |
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Weighted-average common shares outstanding: |
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Basic |
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62,452 |
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64,227 |
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Diluted |
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63,112 |
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65,048 |
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Cash dividends paid per share |
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$ |
0.07 |
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$ |
- |
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Tetra Tech, Inc.
Condensed Consolidated Balance Sheets
(unaudited - in thousands, except par value)
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December 28, |
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September 28, |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
98,890 |
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$ |
122,379 |
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Accounts receivable - net |
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667,425 |
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701,892 |
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Prepaid expenses and other current assets |
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53,040 |
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52,256 |
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Income taxes receivable |
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25,338 |
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22,076 |
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Total current assets |
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844,693 |
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898,603 |
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Property and equipment - net |
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70,661 |
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73,864 |
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Investments in and advances to unconsolidated joint ventures |
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1,936 |
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2,140 |
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Goodwill |
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698,833 |
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714,190 |
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Intangible assets - net |
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55,889 |
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63,095 |
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Other long-term assets |
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24,124 |
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24,512 |
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Total Assets |
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$ |
1,696,136 |
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$ |
1,776,404 |
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Liabilities and Equity |
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Current Liabilities: |
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Accounts payable |
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$ |
116,571 |
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$ |
175,952 |
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Accrued compensation |
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96,838 |
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110,186 |
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Billings in excess of costs on uncompleted contracts |
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106,882 |
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103,343 |
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Deferred income taxes |
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19,916 |
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20,387 |
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Current portion of long-term debt |
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10,907 |
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10,989 |
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Estimated contingent earn-out liabilities |
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6,786 |
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3,568 |
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Other current liabilities |
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78,467 |
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79,436 |
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Total current liabilities |
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436,367 |
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503,861 |
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Deferred income taxes |
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33,483 |
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28,786 |
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Long-term debt |
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190,116 |
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192,842 |
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Long-term estimated contingent earn-out liabilities |
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- |
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3,462 |
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Other long-term liabilities |
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39,122 |
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34,397 |
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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 December 28, 2014, and September 28, 2014 |
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- |
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- |
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Common stock - authorized, 150,000 shares of $0.01 par value; issued and outstanding, 62,169 and 62,591 shares at December 28, 2014, and September 28, 2014, respectively |
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622 |
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626 |
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Additional paid-in capital |
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390,214 |
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402,516 |
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Accumulated other comprehensive income |
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(67,587 |
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(42,538 |
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Retained earnings |
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672,677 |
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651,475 |
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Tetra Tech stockholders equity |
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995,926 |
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1,012,079 |
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Noncontrolling interests |
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1,122 |
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977 |
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Total equity |
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997,048 |
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1,013,056 |
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Total Liabilities and Equity |
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$ |
1,696,136 |
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$ |
1,776,404 |
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TETRA TECH, INC
Condensed Consolidated Statements of Cash Flows
(unaudited - in thousands)
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Three Months Ended |
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December 28, |
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December 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 including noncontrolling interests |
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$ |
25,646 |
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$ |
27,327 |
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Adjustments to reconcile net income to net cash from operating activities: |
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Depreciation and amortization |
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12,992 |
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15,914 |
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Equity in earnings of unconsolidated joint ventures |
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(650 |
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(650 |
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Distributions of earnings from unconsolidated joint ventures |
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810 |
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364 |
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Stock-based compensation |
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2,840 |
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2,339 |
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Excess tax benefits from stock-based compensation |
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(142 |
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(213 |
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Deferred income taxes |
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4,846 |
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557 |
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Provision for doubtful accounts |
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(1,150 |
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3,069 |
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Fair value adjustments to contingent consideration |
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- |
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(4,630 |
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Foreign exchange loss (gain) |
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120 |
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(91 |
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(Gain) loss on disposal of property and equipment |
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(51 |
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1,035 |
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Changes in operating assets and liabilities, net of effects of business acquisitions: |
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Accounts receivable |
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35,617 |
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19,237 |
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Prepaid expenses and other assets |
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769 |
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(3,928 |
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Accounts payable |
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(59,382 |
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(6,186 |
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Accrued compensation |
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(13,348 |
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(13,646 |
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Billings in excess of costs on uncompleted contracts |
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3,539 |
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12,671 |
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Other liabilities |
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(6,276 |
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(7,790 |
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Income taxes receivable/payable |
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(726 |
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(3,660 |
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Net cash provided by operating activities |
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5,454 |
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41,719 |
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Cash flows from investing activities: |
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Capital expenditures |
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(7,137 |
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(6,602 |
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Payments for business acquisitions, net of cash acquired |
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- |
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(10,678 |
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Proceeds from sale of property and equipment |
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5,216 |
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1,926 |
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Payment received on note for sale of operation |
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- |
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3,900 |
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Net cash used in investing activities |
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(1,921 |
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(11,454 |
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Cash flows from financing activities: |
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Payments on long-term debt |
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(15,926 |
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(233 |
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Proceeds from borrowings |
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13,493 |
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- |
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Payments of earn-out liabilities |
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- |
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(1,589 |
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Net change overdrafts |
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- |
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(915 |
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Excess tax benefits from stock-based compensation |
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142 |
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213 |
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Repurchases of common stock |
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(20,167 |
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- |
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Dividends paid |
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(4,372 |
) |
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- |
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Net proceeds from issuance of common stock |
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1,521 |
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6,327 |
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Net cash (used in) provided by financing activities |
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(25,309 |
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3,803 |
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Effect of foreign exchange rate changes on cash |
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(1,713 |
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(2,577 |
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Net (decrease) increase in cash and cash equivalents |
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(23,489 |
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31,491 |
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Cash and cash equivalents at beginning of period |
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122,379 |
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129,305 |
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Cash and cash equivalents at end of period |
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$ |
98,890 |
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$ |
160,796 |
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Supplemental information: |
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Cash paid during the period for: |
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Interest |
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$ |
1,867 |
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$ |
2,251 |
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Income taxes, net of refunds received |
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$ |
4,700 |
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$ |
16,158 |
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