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8-K - 8-K - TETRA TECH INCa15-22860_18k.htm

Exhibit 99.1

 

November 11, 2015

 

Tetra Tech Reports Fourth Quarter and Fiscal 2015 Results

 

·                  Q4-15 EPS from ongoing operations of $0.50, up 39%

 

·                  Q4-15 EBITDA margin from ongoing operations 13%

 

·                  Strong FY15 cash flow from operations, up 28%

 

·                  Backlog up year-over-year

 

Pasadena, California. Tetra Tech, Inc. (NASDAQ: TTEK) today announced results for the fourth quarter and fiscal year ended September 27, 2015.

 

Fourth Quarter Results

 

Revenue in the quarter was $578.4 million, and revenue, net of subcontractor costs(1) (net revenue), was $427.0 million.  Revenue and net revenue decreased 3% in the fourth quarter of fiscal 2015 compared to the same period in fiscal 2014, excluding the impact from foreign currency translation.  The year-over-year decrease was due in large part to the wind-down of the Remediation and Construction Management (RCM) business.  Diluted earnings (loss) per share (EPS) on a GAAP basis were ($0.53) in the fourth quarter of fiscal 2015, which included a non-cash goodwill impairment charge of $0.96 associated with our mining business.  Operating income from ongoing operations(2) was $45.7 million and diluted EPS(2) on the same basis were $0.50, up on a constant currency basis 29% and 44%, respectively, compared to the fourth quarter of fiscal 2014.  Cash generated from operations was $28.7 million.

 

Quarterly Dividend and Share Repurchase Program

 

On November 9, 2015, Tetra Tech’s Board of Directors declared a quarterly dividend of $0.08 per share (1.2% yield) payable on December 11, 2015 to stockholders of record as of November 30, 2015.  In fiscal 2015, Tetra Tech returned approximately $118 million to its shareholders comprised of $100 million in share repurchases and $18 million in dividends.  The Company has $100 million remaining under the previously approved $200 million share repurchase program.

 

Acquisition of Coffey International Limited

 

On October 14, 2015, Tetra Tech announced the execution of a Bid Implementation Agreement to acquire 100% of the outstanding shares of Coffey International Limited (Coffey) for A$0.425 cash per share.  The closing is conditional on the satisfactory completion of customary conditions, including that Tetra Tech acquires at least 90% of Coffey’s shares.  Tetra Tech’s off-market tender offer for Coffey shares opened on November 10, 2015.  The acquisition is expected to close in the second quarter fiscal 2016.

 


(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.

(2)  For ongoing operations, refer to the Operating Results table for reconciliation.

 



 

Fiscal Year Results

 

Revenue and net revenue for fiscal 2015 were $2.3 billion and $1.72 billion, respectively.  Revenue and net revenue for fiscal 2015 decreased 5% and 4%, respectively, compared to fiscal 2014, excluding the impact from foreign currency translation.  Consistent with the fourth quarter of fiscal 2015, the year-over-year decrease in revenue was due in large part to the wind-down of RCM.  EPS on a GAAP basis were $0.64 for fiscal year 2015, which included a non-cash goodwill impairment charge of $0.93.  Operating income from ongoing operations was $154.0 million and diluted EPS on the same basis were $1.63, up on a constant currency basis 12% and 30%, respectively, compared to fiscal 2014.  Cash generated from operations was $162.8 million, up 28% compared to fiscal 2014.

 

Comments on Results

 

Tetra Tech’s Chairman and CEO, Dan Batrack commented, “We had a solid fourth quarter, generating a 13% EBITDA margin from ongoing operations and strong cash flow from operations.  Our successful business model has enabled us to pay a dividend, repurchase shares and invest in the Company’s growth, both organically and through acquisitions.”

 

“We announced our intent to acquire Coffey, a world-class consulting and engineering firm with 3,300 staff worldwide, including offices across Australia, Asia Pacific, the UK and the U.S., to support our strategy to access new geographic markets and expand our leadership position with clients.  Together with Coffey we will be the global leader in international development.  Coffey will also provide us a platform to provide water and environmental services to support Australia’s infrastructure expansion.  The continued performance of our ongoing operations combined with the Coffey acquisition provides Tetra Tech a solid foundation with additional growth opportunities for fiscal 2016.”

 

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 future acquisitions that may be completed, including Coffey, 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 2016 to be in the range of $0.35 to $0.40.  Net revenue for the first quarter is expected to range from $400 million to $450 million.  For fiscal 2016, Tetra Tech expects diluted EPS to be $1.70 to $1.90 and cash EPS(3) to be $2.70 to $3.00.  Net revenue for fiscal 2016 is expected to range from $1.65 billion to $1.85 billion.

 

Webcast

 

Investors will have the opportunity to access a live audio-visual webcast and supplemental financial information concerning the fourth quarter and fiscal 2015 results through a link posted on the Company’s website at www.tetratech.com on November 12, 2015 at 8:00 a.m. (PT).

 


(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 Company’s financial results.

 

2



 

Operating Results

 

In thousands (except EPS data)

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

 

 

Sep. 27,
2015

 

Sep. 28,
2014

 

%
Y/Y

 

Sep. 27,
2015

 

Sep. 28,
2014

 

%
Y/Y

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

578,394

 

$

622,179

 

(7

)%

$

2,299,321

 

$

2,483,814

 

(7

)%

RCM

 

(17,528

)

(31,661

)

 

(86,575

)

(221,108

)

 

Ongoing revenue

 

$

560,866

 

$

590,518

 

(5

)%

$

2,212,746

 

$

2,262,706

 

(2

)%

Foreign Exchange (FX)

 

22,923

 

 

 

71,227

 

 

 

Ongoing revenue, net of FX

 

$

583,789

 

$

590,518

 

(1

)%

$

2,283,973

 

$

2,262,706

 

1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Revenue

 

$

426,982

 

$

462,187

 

(8

)%

$

1,718,715

 

$

1,859,918

 

(8

)%

RCM

 

(4,829

)

(2,431

)

 

(23,275

)

(79,497

)

 

Ongoing Net Revenue

 

$

422,153

 

$

459,756

 

(8

)%

$

1,695,440

 

$

1,780,421

 

(5

)%

FX

 

21,501

 

 

 

64,421

 

 

 

Ongoing Net Revenue, net of FX

 

$

443,654

 

$

459,756

 

(4

)%

$

1,759,861

 

$

1,780,421

 

(1

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

(20,047

)

$

24,763

 

NM

 

$

87,685

 

$

153,833

 

(43

)%

Goodwill charge

 

60,763

 

 

 

60,763

 

 

 

Earn-out gain

 

 

(23,816

)

 

(3,111

)

(58,694

)

 

RCM loss

 

5,009

 

35,828

 

 

8,614

 

45,151

 

 

Ongoing operating income

 

$

45,725

 

$

36,775

 

24

%

$

153,951

 

$

140,290

 

10

%

FX

 

1,574

 

 

 

3,122

 

 

 

Ongoing operating income, net of FX

 

$

47,299

 

$

36,775

 

29

%

$

157,073

 

$

140,290

 

12

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EPS

 

$

(0.53

)

$

0.35

 

NM

 

$

0.64

 

$

1.66

 

(61

)%

Goodwill charge

 

0.96

 

 

 

0.93

 

 

 

Earn-out gain

 

 

(0.35

)

 

(0.04

)

(0.83

)

 

RCM loss

 

0.07

 

0.36

 

 

0.10

 

0.45

 

 

Ongoing EPS

 

$

0.50

 

$

0.36

 

39

%

$

1.63

 

$

1.28

 

27

%

FX

 

0.02

 

 

 

0.03

 

 

 

Ongoing EPS, net of FX

 

$

0.52

 

$

0.36

 

44

%

$

1.66

 

$

1.28

 

30

%

 

3



 

Reconciliation of Net Income to EBITDA

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

In thousands

 

Sep. 27,
2015

 

Sep. 28,
2014

 

Sep. 27,
2015

 

Sep. 28,
2014

 

Net income (loss) attributable to Tetra Tech

 

$

(31,723

)

$

22,586

 

$

39,074

 

$

108,266

 

Interest expense, net

 

1,743

 

2,117

 

7,363

 

9,490

 

Income tax expense (benefit)

 

9,890

 

(83

)

41,093

 

35,668

 

Depreciation

 

4,998

 

6,292

 

23,110

 

26,452

 

Amortization

 

4,711

 

5,902

 

20,205

 

27,288

 

Earn-out gain

 

 

(23,816

)

(3,113

)

(58,694

)

Goodwill charge

 

60,763

 

 

60,763

 

 

EBITDA

 

$

50,382

 

$

12,998

 

$

188,495

 

$

148,470

 

RCM loss

 

4,780

 

35,141

 

6,813

 

42,193

 

Ongoing EBITDA

 

$

55,162

 

$

48,139

 

$

195,308

 

$

190,663

 

 

About Tetra Tech (www.tetratech.com)

 

Tetra Tech is a leading provider of consulting and engineering 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.  For more information on Tetra Tech, please visit www.tetratech.com, follow us on Twitter (@TetraTech), or like us on Facebook.

 

CONTACTS:
Jim Wu, Investor Relations

Charlie MacPherson, Media & Public Relations

(626) 470-2844

 

4



 

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. 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 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.

 

5



 

Tetra Tech, Inc.

Consolidated Balance Sheets

(in thousands, except par value)

 

 

 

September 27,
2015

 

September 28,
2014

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

135,326

 

$

122,379

 

Accounts receivable - net

 

636,030

 

701,892

 

Prepaid expenses and other current assets

 

42,125

 

52,256

 

Income taxes receivable

 

10,294

 

22,076

 

Total current assets

 

823,775

 

898,603

 

 

 

 

 

 

 

Property and equipment - net

 

64,906

 

73,864

 

Investments in and advances to unconsolidated joint ventures

 

1,886

 

2,140

 

Goodwill

 

601,379

 

714,190

 

Intangible assets - net

 

40,332

 

63,095

 

Other long-term assets

 

26,964

 

24,512

 

Total Assets

 

$

1,559,242

 

$

1,776,404

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

150,284

 

$

175,952

 

Accrued compensation

 

103,866

 

110,186

 

Billings in excess of costs on uncompleted contracts

 

93,989

 

103,343

 

Deferred income taxes

 

20,787

 

20,387

 

Current portion of long-term debt

 

11,904

 

10,989

 

Estimated contingent earn-out liabilities

 

609

 

3,568

 

Other current liabilities

 

69,003

 

79,436

 

Total current liabilities

 

450,442

 

503,861

 

 

 

 

 

 

 

Deferred income taxes

 

34,759

 

28,786

 

Long-term debt

 

180,972

 

192,842

 

Long-term estimated contingent earn-out liabilities

 

3,560

 

3,462

 

Other long-term liabilities

 

32,711

 

34,397

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Preferred stock - authorized, 2,000 shares of $0.01 par value; no shares issued and outstanding at September 27, 2015, and September 28, 2014

 

 

 

Common stock - authorized, 150,000 shares of $0.01 par value; issued and outstanding, 59,381 and 62,591 shares at September 27, 2015, and September 28, 2014, respectively

 

594

 

626

 

Additional paid-in capital

 

326,593

 

402,516

 

Accumulated other comprehensive loss

 

(143,171

)

(42,538

)

Retained earnings

 

672,309

 

651,475

 

Tetra Tech stockholders’ equity

 

856,325

 

1,012,079

 

Noncontrolling interests

 

473

 

977

 

Total equity

 

856,798

 

1,013,056

 

Total Liabilities and equity

 

$

1,559,242

 

$

1,776,404

 

 



 

Tetra Tech, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

 

 

 

Three Months Ended

 

Fiscal Year Ended

 

 

 

September 27,

 

September 28,

 

September 27,

 

September 28,

 

 

 

2015

 

2014

 

2015

 

2014

 

Revenue

 

$

578,394

 

$

622,179

 

$

2,299,321

 

$

2,483,814

 

Subcontractor costs

 

(151,412

)

(159,992

)

(580,606

)

(623,896

)

Other costs of revenue

 

(341,506

)

(412,720

)

(1,402,925

)

(1,577,481

)

Selling, general and administrative expenses

 

(44,759

)

(48,520

)

(170,456

)

(187,298

)

Contingent consideration - fair value adjustments

 

 

23,816

 

3,113

 

58,694

 

Impairment of goodwill and other intangible assets

 

(60,763

)

 

(60,763

)

 

Operating income (loss)

 

(20,046

)

24,763

 

87,684

 

153,833

 

Interest expense - net

 

(1,743

)

(2,117

)

(7,363

)

(9,490

)

Income (loss) before income tax expense

 

(21,789

)

22,646

 

80,321

 

144,343

 

Income tax benefit (expense)

 

(9,890

)

83

 

(41,093

)

(35,668

)

Net income (loss) including noncontrolling interests

 

(31,679

)

22,729

 

39,228

 

108,675

 

Net income attributable to noncontrolling interests

 

(44

)

(143

)

(154

)

(409

)

Net income (loss) attributable to Tetra Tech

 

$

(31,723

)

$

22,586

 

$

39,074

 

$

108,266

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.53

)

$

0.36

 

$

0.64

 

$

1.68

 

Diluted

 

$

(0.53

)

$

0.35

 

$

0.64

 

$

1.66

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

59,963

 

63,602

 

60,913

 

64,379

 

Diluted

 

59,963

 

64,235

 

61,532

 

65,146

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per share

 

$

0.08

 

$

0.07

 

$

0.30

 

$

0.14

 

 



 

Tetra Tech, Inc.

Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Fiscal Year Ended

 

 

 

September 27,

 

September 28,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income including noncontrolling interests

 

$

39,228

 

$

108,675

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

Depreciation and amortization

 

44,201

 

54,540

 

Equity in earnings of unconsolidated joint ventures

 

(5,131

)

(2,804

)

Distributions of earnings from unconsolidated joint ventures

 

5,252

 

2,724

 

Stock-based compensation

 

10,926

 

10,374

 

Excess tax benefits from stock-based compensation

 

(172

)

(904

)

Deferred income taxes

 

8,412

 

(145

)

Provision for doubtful accounts

 

(1,034

)

1,467

 

Fair value adjustments to contingent consideration

 

(3,113

)

(58,694

)

(Gain) loss on disposal of property and equipment

 

(6,014

)

58

 

Lease termination costs and related asset impairment

 

342

 

2,416

 

Impairment of goodwill and other intangible assets

 

60,763

 

 

Foreign exchange gain

 

(275

)

(104

)

 

 

 

 

 

 

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

 

 

 

 

 

Accounts receivable

 

73,940

 

(32,020

)

Prepaid expenses and other assets

 

12,970

 

(4,481

)

Accounts payable

 

(26,901

)

31,772

 

Accrued compensation

 

(7,676

)

(4,728

)

Billings in excess of costs on uncompleted contracts

 

(10,319

)

23,833

 

Other liabilities

 

(40,463

)

(9,315

)

Income taxes receivable/payable

 

7,911

 

4,712

 

Net cash provided by operating activities

 

162,847

 

127,376

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(24,296

)

(19,404

)

Payments for business acquisitions, net of cash acquired

 

(11,680

)

(30,251

)

Changes in restricted cash

 

4,530

 

 

Proceeds from sale of property and equipment

 

10,426

 

4,594

 

Payment received on note for sale of operation

 

 

3,900

 

Net cash used in investing activities

 

(21,020

)

(41,161

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Payments on long-term debt

 

(75,459

)

(4,379

)

Proceeds from borrowings

 

64,794

 

 

Payments of earn-out liabilities

 

(3,199

)

(18,663

)

Payments of debt issuance costs

 

(1,457

)

 

Excess tax benefits from stock-based compensation

 

172

 

904

 

Repurchases of common stock

 

(100,500

)

(80,000

)

Distributions paid to noncontrolling interests

 

(515

)

(417

)

Dividends paid

 

(18,240

)

(8,956

)

Net proceeds from issuance of common stock

 

10,825

 

23,834

 

Net cash used in financing activities

 

(123,579

)

(87,677

)

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash

 

(5,301

)

(5,464

)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

12,947

 

(6,926

)

Cash and cash equivalents at beginning of period

 

122,379

 

129,305

 

Cash and cash equivalents at end of period

 

$

135,326

 

$

122,379