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8-K - 8-K - TETRA TECH INCa13-24303_18k.htm

Exhibit 99.1

 

November 13, 2013

 

Tetra Tech Reports Fourth Quarter and Fiscal 2013 Results

 

·                 Q4 Net Revenue and EPS in-line with guidance

 

·                 Q4 Net Revenue $532 million / Q4 EPS $0.39

 

·                 FY14 EPS Guidance: $1.60 – $1.80

 

 

Pasadena, California. Tetra Tech, Inc. (NASDAQ: TTEK) today announced results for the fourth quarter and fiscal year ended September 29, 2013.

 

Fourth Quarter Results

 

Revenue in the fourth quarter was $698.4 million compared to $719.4 million in the same period last year.  Revenue, net of subcontractor costs1, in the fourth quarter was $531.5 million compared to $536.3 million in the fourth quarter last year.  Operating income was $40.6 million compared to $48.5 million in the fourth quarter last year.  Diluted earnings per share (EPS) were $0.39 compared to $0.47 in the fourth quarter last year.  Backlog was $1.91 billion compared to $2.14 billion at the end of the fourth quarter last year.  Cash generated from operations was $22.5 million compared to $29.8 million in the fourth quarter last year.

 

Fiscal Year Results

 

Revenue for fiscal 2013 was $2.61 billion compared to $2.71 billion in fiscal 2012.  Revenue, net of subcontractor costs, was $2.02 billion compared to $2.02 billion in fiscal 2012.  Excluding the fiscal 2013 third quarter non-cash goodwill impairment charge, operating income was $76.8 million compared to $166.4 million in fiscal 2012.  Diluted loss per share was $0.03 for fiscal 2013.  Excluding the goodwill impairment charge, EPS were $0.70 per share compared to EPS of $1.63 in fiscal 2012.  Cash generated from operations was $137.8 million compared to $158.0 million in fiscal 2012.

 

On June 17, 2013, Tetra Tech’s Board of Directors (the “Board”) authorized the repurchase of up to $100 million of its common stock (the “Stock Repurchase Program”).  The Stock Repurchase Program was amended by the Board, effective on November 18, 2013, extending the program through fiscal 2014 and revising the pricing parameters to enable repurchases at a higher stock price.  There is no guarantee as to the exact number of shares that will be repurchased under the program.

 

Tetra Tech’s Chairman and CEO, Dan Batrack commented, “Tetra Tech finished the year with solid performance in the fourth quarter, in-line with the Company’s guidance.  Over the last quarter, we have seen Eastern Canada and mining stabilize on a sequential basis, as we anticipated.  In fiscal 2014, without additional acquisitions, we expect to grow net revenue approximately 10%, led by our U.S. commercial programs that are expected to increase approximately 10-15%.  Overall, our expansion of international and U.S. commercial work is anticipated to result in EBITDA margin of 11-12% in fiscal 2014.  The investments we made in key growth markets have provided us with a strong foundation for the coming year.”

 


1  Tetra Tech’s 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.

 



 

In thousands (except EPS data)

 

Three Months Ended

 

Fiscal Year Ended

 

 

 

Sep. 29,
2013

 

Sep. 30,
2012

 

Sep. 29,
2013

 

Sep. 30,
2012

 

Revenue

 

$

698,376

 

 

$

719,405

 

 

$

2,613,755

 

 

$

2,711,075

 

Subcontractor costs

 

(166,831

)

 

(183,149

)

 

(588,923

)

 

(689,005

)

Revenue, net of subcontractor costs

 

531,545

 

 

536,256

 

 

2,024,832

 

 

2,022,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

40,626

 

 

48,471

 

 

20,218

 

 

166,367

 

Interest expense, net

 

(2,355

)

 

(1,389

)

 

(7,686

)

 

(5,571

)

Income tax expense

 

(12,930

)

 

(16,542

)

 

(14,038

)

 

(56,064

)

Net income (loss) including noncontrolling interests

 

25,341

 

 

30,540

 

 

(1,506

)

 

104,732

 

Net income attributable to noncontrolling interests

 

(140

)

 

(108

)

 

(635

)

 

(352

)

Net income (loss) attributable to Tetra Tech

 

$

25,201

 

 

$

30,432

 

 

$

(2,141

)

 

$

104,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share attributable to Tetra Tech:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.39

 

 

$

0.48

 

 

$

(0.03

)

 

$

1.65

 

Diluted

 

$

0.39

 

 

$

0.47

 

 

$

(0.03

)

 

$

1.63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

64,272

 

 

63,623

 

 

64,544

 

 

63,217

 

Diluted

 

64,853

 

 

64,396

 

 

64,544

 

 

63,934

 

 

 

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 2014 to be in the range of $0.35 to $0.40.  Revenue, net of subcontractor costs, for the first quarter is expected to range from $440 million to $500 million.  For fiscal 2014, Tetra Tech expects diluted EPS to be $1.60 to $1.80 and cash EPS2 to be $2.30 to $2.60.  Revenue, net of subcontractor costs, for fiscal 2014 is expected to range from $2.1 billion to $2.3 billion.

 

Webcast

Investors will have the opportunity to access a live audio-visual webcast and supplemental financial information concerning the fourth quarter results through a link posted on the Company’s website at www.tetratech.com on November 14, 2013 at 8:00 a.m. (PT).

 


2  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 Company’s financial results.

 

2



 

About Tetra Tech (www.tetratech.com)

Tetra Tech is a leading provider of consulting, engineering, program management, construction management, and technical services. The Company supports government and commercial clients by providing innovative solutions to complex problems focused on water, environment, energy, infrastructure, and natural resources. With more than 14,000 staff worldwide, Tetra Tech’s capabilities span the entire project life cycle.

 

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; the effect of sequestration under the Budget Control Act of 2011; 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. government’s 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 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; the failure to adequately recover on our claims for additional contract costs; 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.

 

3



 

Tetra Tech, Inc.

Consolidated Balance Sheets

(in thousands, except par value)

 

 

 

 

September 29,
2013

 

 

 

September 30,
2012

 

Assets

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

129,305

 

 

 

$

104,848

 

Accounts receivable - net

 

 

660,847

 

 

 

700,480

 

Prepaid expenses and other current assets

 

 

61,446

 

 

 

48,168

 

Income taxes receivable

 

 

20,044

 

 

 

5,817

 

Total current assets

 

 

871,642

 

 

 

859,313

 

 

 

 

 

 

 

 

 

 

Property and equipment - net

 

 

88,026

 

 

 

74,309

 

Investments in and advances to unconsolidated joint ventures

 

 

2,198

 

 

 

3,279

 

Goodwill

 

 

722,792

 

 

 

635,958

 

Intangible assets - net

 

 

86,929

 

 

 

74,231

 

Other long-term assets

 

 

27,505

 

 

 

23,940

 

Total Assets

 

 

$

1,799,092

 

 

 

$

1,671,030

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

$

142,813

 

 

 

$

154,003

 

Accrued compensation

 

 

114,810

 

 

 

128,086

 

Billings in excess of costs on uncompleted contracts

 

 

79,507

 

 

 

90,909

 

Deferred income taxes

 

 

18,170

 

 

 

20,809

 

Current portion of long-term debt

 

 

4,311

 

 

 

2,031

 

Estimated contingent earn-out liabilities

 

 

23,281

 

 

 

35,407

 

Other current liabilities

 

 

100,241

 

 

 

72,549

 

Total current liabilities

 

 

483,133

 

 

 

503,794

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

 

30,525

 

 

 

24,268

 

Long-term debt

 

 

203,438

 

 

 

81,047

 

Long-term estimated contingent earn-out liabilities

 

 

58,508

 

 

 

16,132

 

Other long-term liabilities

 

 

24,685

 

 

 

25,922

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Equity:

 

 

 

 

 

 

 

 

Preferred stock - authorized, 2,000 shares of $0.01 par value; no shares issued and outstanding as of September 29, 2013 and September 30, 2012

 

 

-

 

 

 

-

 

Common stock - authorized, 150,000 shares of $0.01 par value; issued and outstanding, 64,134 and 63,837 shares as of September 29, 2013 and September 30, 2012, respectively

 

 

641

 

 

 

638

 

Additional paid-in capital

 

 

443,099

 

 

 

433,009

 

Accumulated other comprehensive income

 

 

1,858

 

 

 

31,017

 

Retained earnings

 

 

552,165

 

 

 

554,306

 

Tetra Tech stockholders’ equity

 

 

997,763

 

 

 

1,018,970

 

Noncontrolling interests

 

 

1,040

 

 

 

897

 

 Total equity

 

 

998,803

 

 

 

1,019,867

 

Total Liabilities and equity

 

 

$

1,799,092

 

 

 

$

1,671,030

 

 



 

Tetra Tech, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

 

 

 

 

Three Months Ended

 

 

 

Fiscal Year Ended

 

 

 

 

September 29,

 

 

 

September 30,

 

 

 

September 29,

 

 

 

September 30,

 

 

 

 

2013

 

 

 

2012

 

 

 

2013

 

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

$

698,376

 

 

 

$

719,405

 

 

 

$

2,613,755

 

 

 

$

2,711,075

 

Subcontractor costs

 

 

(166,831

)

 

 

(183,149

)

 

 

(588,923

)

 

 

(689,005

)

Other costs of revenue

 

 

(443,624

)

 

 

(447,675

)

 

 

(1,757,842

)

 

 

(1,663,065

)

Selling, general and administrative expenses

 

 

(48,193

)

 

 

(56,483

)

 

 

(199,732

)

 

 

(210,970

)

Contingent consideration - fair value adjustments

 

 

898

 

 

 

17,287

 

 

 

9,560

 

 

 

19,246

 

Impairment of goodwill

 

 

-

 

 

 

(914

)

 

 

(56,600

)

 

 

(914

)

Operating income

 

 

40,626

 

 

 

48,471

 

 

 

20,218

 

 

 

166,367

 

Interest expense - net

 

 

(2,355

)

 

 

(1,389

)

 

 

(7,686

)

 

 

(5,571

)

Income before income tax expense

 

 

38,271

 

 

 

47,082

 

 

 

12,532

 

 

 

160,796

 

Income tax expense

 

 

(12,930

)

 

 

(16,542

)

 

 

(14,038

)

 

 

(56,064

)

Net income (loss) including noncontrolling interests

 

 

25,341

 

 

 

30,540

 

 

 

(1,506

)

 

 

104,732

 

Net income attributable to noncontrolling interests

 

 

(140

)

 

 

(108

)

 

 

(635

)

 

 

(352

)

Net income (loss) attributable to Tetra Tech

 

 

$

25,201

 

 

 

$

30,432

 

 

 

$

(2,141

)

 

 

$

104,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Tetra Tech per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$

0.39

 

 

 

$

0.48

 

 

 

$

(0.03

)

 

 

$

1.65

 

Diluted

 

 

$

0.39

 

 

 

$

0.47

 

 

 

$

(0.03

)

 

 

$

1.63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

64,272

 

 

 

63,623

 

 

 

64,544

 

 

 

63,217

 

Diluted

 

 

64,853

 

 

 

64,396

 

 

 

64,544

 

 

 

63,934

 

 



 

TETRA TECH, INC

Consolidated Statements of Cash Flows

(in thousands)

 

 

 

 

Fiscal Year Ended

 

 

 

September 29,

 

September 30,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss) including noncontrolling interests

 

$

(1,506)

 

$

104,732 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income (loss) to net cash from operating activities:

 

 

 

 

 

Depreciation and amortization

 

62,605 

 

56,902 

 

Loss on settlement of foreign currency forward contract

 

270 

 

286 

 

Equity in income of unconsolidated joint ventures

 

(3,461)

 

(2,916)

 

Distributions of earnings from unconsolidated joint ventures

 

4,458 

 

3,194 

 

Stock-based compensation

 

8,775 

 

10,839 

 

Excess tax benefits from stock-based compensation

 

(886)

 

(624)

 

Deferred income taxes

 

(11,468)

 

(5,512)

 

Provision for doubtful accounts

 

13,818 

 

4,768 

 

Impairment of goodwill

 

56,600 

 

914 

 

Fair value adjustments to contingent consideration

 

(9,560)

 

(19,246)

 

Fair value adjustments to assets held for sale

 

-     

 

3,437 

 

Foreign exchange loss (gain)

 

754 

 

(139)

 

Lease termination costs and related asset impairment

 

7,188 

 

1,261 

 

(Gain) loss on disposal of property and equipment

 

(287)

 

191 

 

 

 

 

 

 

 

Changes in operating assets and liabilities, net of effects of business acquisitions:

 

 

 

 

 

Accounts receivable

 

87,367 

 

(39,960)

 

Prepaid expenses and other assets

 

(11,782)

 

26,284 

 

Accounts payable

 

(34,191)

 

(14,529)

 

Accrued compensation

 

(16,385)

 

15,678 

 

Billings in excess of costs on uncompleted contracts

 

(16,830)

 

2,425 

 

Other liabilities

 

21,489 

 

7,371 

 

Income taxes receivable/payable

 

(19,218)

 

2,665 

 

Net cash provided by operating activities

 

137,750 

 

158,021 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(27,545)

 

(25,106)

 

Payments for business acquisitions, net of cash acquired

 

(171,329)

 

(55,014)

 

Payment in settlement of foreign currency forward contract

 

(4,177)

 

(4,192)

 

Receipt in settlement of foreign currency forward contract

 

3,907 

 

3,906 

 

Changes in restricted cash

 

470 

 

-     

 

Investments in unconsolidated joint ventures

 

(20)

 

(430)

 

Proceeds from sale of property and equipment

 

2,089 

 

1,037 

 

Net cash used in investing activities

 

(196,605)

 

(79,799)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Payments on long-term debt

 

(171,400)

 

(120,792)

 

Proceeds from borrowings

 

296,389 

 

52,672 

 

Payments of earn-out liabilities

 

(33,672)

 

(18,055)

 

Payments of debt issuance costs

 

(2,136)

 

-     

 

Distributions paid to noncontrolling interests

 

(445)

 

(9)

 

Excess tax benefits from stock-based compensation

 

886 

 

624 

 

Repurchases of common stock

 

(20,000)

 

-     

 

Net proceeds from issuance of common stock

 

15,993 

 

18,166 

 

Net cash provided by (used in) financing activities

 

85,615 

 

(67,394)

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash

 

(2,303)

 

3,526 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

24,457 

 

14,354 

 

Cash and cash equivalents at beginning of year

 

104,848 

 

90,494 

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

 

$

129,305 

 

$

104,848 

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

Interest

 

$

5,049 

 

$

5,279 

 

Income taxes, net of refunds received

 

$

35,796 

 

$

58,126