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8-K - 8-K - TETRA TECH INCa14-18107_18k.htm

Exhibit 99.1

 

July 30, 2014

 

Tetra Tech Reports Third Quarter Results,

Quarterly Dividend and Changes to Share Buyback

 

·                  Cash flow from operations up 9% Y/Y; $0.89 per share

 

·                  Backlog up 6% sequentially

 

·                  Quarterly dividend of $0.07 per share

 

·                  Remainder of authorized buyback committed to Q4-14

 

Pasadena, California. Tetra Tech, Inc. (NASDAQ: TTEK) today announced results for the third quarter ended June 29, 2014, the declaration of a quarterly dividend and changes to the share buyback program.

 

Third Quarter Results

 

Revenue in the quarter was $629.5 million compared to $614.8 million in the third quarter last year.  Revenue, net of subcontractor costs(1), was $458.8 million compared to $475.1 million in the third quarter last year.  Operating income was $39.2 million compared to a loss of $99.9 million in the third quarter last year.  The results in fiscal 2013 included significant charges associated with fixed-price construction projects in the Remediation and Construction Management (RCM) segment, and a goodwill impairment.  Diluted earnings per share (EPS) were $0.41 compared to a diluted loss per share of $1.21 in the third quarter last year.  Earnings before interest, taxes, depreciation, and amortization (EBITDA(2)), were $51.6 million compared to a loss of $82.5 million in the third quarter last year.  Backlog was $1.93 billion compared to $1.90 billion at the end of the third quarter last year and $1.82 billion at the end of second quarter fiscal 2014.  Cash generated from operations was $58.1 million compared to $53.3 million in the third quarter last year.

 

Quarterly Dividend and Share Repurchase Program

 

On July 28, 2014, Tetra Tech’s Board of Directors declared a quarterly dividend of $0.07 per share payable on September 5, 2014 to stockholders of record as of August 15, 2014.  Additionally, the Board has committed that the remainder of the $100 million buyback program be completed before the end of fiscal year 2014 through daily open market repurchases.  As of June 29, 2014, $53 million of this program remained.

 


(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)  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.

 



 

Tetra Tech’s Chairman and CEO, Dan Batrack commented, “While this quarter’s GAAP EPS was in line with guidance, our operational results were below our expectations due to weak performance in the RCM segment.  Our front-end Engineering and Consulting Services and Technical Support Services segments have performed well, generating approximately 80 percent of the Company’s net revenue and nearly all of the Company’s cash flow and profit in fiscal 2014.  We anticipate continued strong performance from our front-end segments.”

 

“We recognize the Company’s performance has been adversely impacted by the inconsistency in construction; thus, we are evaluating operational alternatives for the RCM segment.  We anticipate that our evaluation will be completed and resulting actions will be initiated this quarter.  The EPS guidance range for the fourth quarter includes an assumption that the RCM segment earnings will be de minimis, and does not include any potential RCM charges associated with the operational review.  We expect the actions to be taken will significantly reduce the Company’s risk profile and allow management to focus on growing our higher margin technically differentiated services.”

 

Nine-Month Results

 

Revenue for the nine-month period was $1.86 billion compared to $1.92 billion in the year-ago period.  Revenue, net of subcontractor costs, was $1.40 billion compared to $1.49 billion in the year-ago period. Operating income was $129.1 million compared to a loss of $20.4 million in the year-ago period.  Diluted EPS were $1.31 compared to a loss of $0.42 in the year-ago period.  EBITDA were $170.3 million compared to $25.8 million in the year-ago period.  Cash generated from operations was $114.3 million compared to $115.3 million in the year-ago period.

 

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.

 

The Company’s guidance excludes any charges related to the RCM operational review, which may occur in the fourth quarter.  Tetra Tech expects diluted EPS for the fourth quarter of fiscal 2014 to be in the range of $0.30 to $0.40.    Revenue, net of subcontractor costs, for the fourth quarter is expected to range from $450 million to $500 million.  Fiscal 2014 diluted EPS guidance is now expected to range from $1.61 to $1.71, and cash EPS(3) guidance is expected to range from $2.30 to $2.60.  Revenue, net of subcontractor costs, for fiscal 2014 is now expected to range from $1.85 billion to $1.90 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 Company’s financial results.

 

2



 

 

 

Three Months Ended

 

Nine Months Ended

 

In thousands (except EPS data)

 

June 29,
2014

 

June 30,
2013

 

June 29,
2014

 

June 30,
2013

 

Revenue

 

$

629,502

 

$

614,835

 

$

1,861,635

 

$

1,915,379

 

Subcontractor costs

 

(170,746

)

(139,693

)

(463,904

)

(422,092

)

Revenue, net of subcontractor costs

 

458,756

 

475,142

 

1,397,731

 

1,493,287

 

Operating income (loss)

 

39,167

 

(99,884

)

129,070

 

(20,409

)

Interest expense

 

(2,454

)

(2,010

)

(7,373

)

(5,330

)

Income tax (expense) benefit

 

(10,002

)

23,779

 

(35,751

)

(1,108

)

Net income (loss) including noncontrolling interests

 

26,711

 

(78,115

)

85,946

 

(26,847

)

Net income attributable to noncontrolling interests

 

(54

)

(270

)

(266

)

(495

)

Net income (loss) attributable to Tetra Tech

 

$

26,657

 

$

(78,385

)

$

85,680

 

$

(27,342

)

Earnings (loss) per share attributable to Tetra Tech:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.41

 

$

(1.21

)

$

1.32

 

$

(0.42

)

Diluted

 

$

0.41

 

$

(1.21

)

$

1.31

 

$

(0.42

)

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

64,566

 

64,832

 

64,683

 

64,554

 

Diluted

 

65,302

 

64,832

 

65,493

 

64,554

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per share

 

$

0.07

 

$

 

$

0.07

 

$

 

 

Webcast

 

Investors will have the opportunity to access a live audio-visual webcast and supplemental financial information concerning the third quarter results through a link posted on the Company’s website at www.tetratech.com on July 31, 2014 at 8:00 a.m. (PT).

 

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 14,000 staff worldwide, Tetra Tech’s capabilities span the entire project life cycle.

 

3



 

Tetra Tech, Inc.

Regulation G Information

Reconciliation of Net Income to EBITDA

 

 

 

Three Months Ended

 

Nine Months Ended

 

In thousands

 

June 29,
2014

 

June 30,
2013

 

June 29,
2014

 

June 30,
2013

 

Net income (loss) attributable to Tetra Tech

 

$

26,657

 

$

(78,385

)

$

85,680

 

$

(27,342

)

Interest expense

 

2,454

 

2,010

 

7,373

 

5,330

 

Income tax expense (benefit)

 

10,002

 

(23,779

)

35,751

 

1,108

 

Depreciation

 

6,454

 

8,090

 

20,160

 

22,420

 

Amortization

 

6,081

 

9,555

 

21,385

 

24,239

 

EBITDA

 

$

51,648

 

$

(82,509

)

$

170,349

 

$

25,755

 

 

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. 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.

 

4



 

Tetra Tech, Inc.

Condensed Consolidated Balance Sheets

(unaudited - in thousands, except par value)

 

 

 

June 29,
2014

 

September 29,
2013

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

188,872

 

$

129,305

 

Accounts receivable - net

 

674,447

 

660,847

 

Prepaid expenses and other current assets

 

49,939

 

61,446

 

Income taxes receivable

 

17,570

 

20,044

 

Total current assets

 

930,828

 

871,642

 

 

 

 

 

 

 

Property and equipment - net

 

78,208

 

88,026

 

Investments in and advances to unconsolidated joint ventures

 

1,938

 

2,198

 

Goodwill

 

722,583

 

722,792

 

Intangible assets - net

 

66,115

 

86,929

 

Other long-term assets

 

24,548

 

27,505

 

Total Assets

 

$

1,824,220

 

$

1,799,092

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

 

$

173,024

 

$

142,813

 

Accrued compensation

 

115,730

 

114,810

 

Billings in excess of costs on uncompleted contracts

 

79,160

 

79,507

 

Deferred income taxes

 

25,120

 

18,170

 

Current portion of long-term debt

 

8,441

 

4,311

 

Estimated contingent earn-out liabilities

 

8,673

 

23,281

 

Other current liabilities

 

68,031

 

100,241

 

Total current liabilities

 

478,179

 

483,133

 

 

 

 

 

 

 

Deferred income taxes

 

26,480

 

30,525

 

Long-term debt

 

195,501

 

203,438

 

Long-term estimated contingent earn-out liabilities

 

22,830

 

58,508

 

Other long-term liabilities

 

35,069

 

24,685

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Preferred stock - authorized, 2,000 shares of $0.01 par value; no shares issued and outstanding at June 29, 2014, and September 29, 2013

 

 

 

Common stock - authorized, 150,000 shares of $0.01 par value; issued and outstanding, 64,348 and 64,134 shares at June 29, 2014, and September 29, 2013, respectively

 

643

 

641

 

Additional paid-in capital

 

447,864

 

443,099

 

Accumulated other comprehensive (loss) income

 

(16,588

)

1,858

 

Retained earnings

 

633,339

 

552,165

 

Tetra Tech stockholders’ equity

 

1,065,258

 

997,763

 

Noncontrolling interests

 

903

 

1,040

 

Total equity

 

1,066,161

 

998,803

 

Total Liabilities and equity

 

$

1,824,220

 

$

1,799,092

 

 



 

Tetra Tech, Inc.

Condensed Consolidated Statements of Operations

(unaudited - in thousands, except per share data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

June 29,

 

June 30,

 

June 29,

 

June 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Revenue

 

$

629,502

 

$

614,835

 

$

1,861,635

 

$

1,915,379

 

Subcontractor costs

 

(170,746

)

(139,693

)

(463,904

)

(422,092

)

Other costs of revenue

 

(381,319

)

(469,398

)

(1,164,761

)

(1,314,219

)

Selling, general and administrative expenses

 

(47,175

)

(56,744

)

(138,778

)

(151,539

)

Contingent consideration - fair value adjustments

 

8,905

 

7,716

 

34,878

 

8,662

 

Impairment of goodwill

 

 

(56,600

)

 

(56,600

)

Operating income (loss)

 

39,167

 

(99,884

)

129,070

 

(20,409

)

Interest expense

 

(2,454

)

(2,010

)

(7,373

)

(5,330

)

Income (loss) before income tax (expense) benefit

 

36,713

 

(101,894

)

121,697

 

(25,739

)

Income tax (expense) benefit

 

(10,002

)

23,779

 

(35,751

)

(1,108

)

Net income (loss) including noncontrolling interests

 

26,711

 

(78,115

)

85,946

 

(26,847

)

Net income attributable to noncontrolling interests

 

(54

)

(270

)

(266

)

(495

)

Net income (loss) attributable to Tetra Tech

 

$

26,657

 

$

(78,385

)

$

85,680

 

$

(27,342

)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

$

0.41

 

$

(1.21

)

$

1.32

 

$

(0.42

)

Diluted

 

$

0.41

 

$

(1.21

)

$

1.31

 

$

(0.42

)

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

64,566

 

64,832

 

64,683

 

64,554

 

Diluted

 

65,302

 

64,832

 

65,493

 

64,554

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per share

 

$

0.07

 

$

 

$

0.07

 

$

 

 



 

Tetra Tech, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited - in thousands)

 

 

 

Nine Months Ended

 

 

 

June 29,

 

June 30,

 

 

 

2014

 

2013

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss) including noncontrolling interests

 

$

85,946

 

$

(26,847

)

 

 

 

 

 

 

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

 

 

 

 

 

Depreciation and amortization

 

42,147

 

47,148

 

Loss on settlement of foreign currency forward contract

 

 

270

 

Equity in earnings of unconsolidated joint ventures

 

(1,929

)

(2,495

)

Distributions of earnings from unconsolidated joint ventures

 

2,145

 

2,868

 

Stock-based compensation

 

8,329

 

7,628

 

Excess tax benefits from stock-based compensation

 

(692

)

(875

)

Deferred income taxes

 

2,040

 

(27,005

)

Provision for doubtful accounts

 

384

 

12,125

 

Fair value adjustments to contingent consideration

 

(34,878

)

(8,662

)

Loss (gain) on disposal of property and equipment

 

66

 

(142

)

Lease termination costs and related asset impairment

 

 

6,463

 

Impairment of goodwill

 

 

56,600

 

 

 

 

 

 

 

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

 

 

 

 

 

Accounts receivable

 

(9,166

)

117,687

 

Prepaid expenses and other assets

 

(3,738

)

7,435

 

Accounts payable

 

28,944

 

(43,911

)

Accrued compensation

 

817

 

(12,458

)

Billings in excess of costs on uncompleted contracts

 

(351

)

(10,986

)

Other liabilities

 

(16,437

)

5,569

 

Income taxes receivable/payable

 

10,670

 

(15,144

)

Net cash provided by operating activities

 

114,297

 

115,268

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(14,879

)

(20,533

)

Payments for business acquisitions, net of cash acquired

 

(10,695

)

(168,660

)

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

 

Payment received on note for sale of operation

 

3,900

 

 

Proceeds from sale of property and equipment

 

3,740

 

1,763

 

Net cash used in investing activities

 

(17,934

)

(187,230

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Payments on long-term debt

 

(3,641

)

(167,185

)

Proceeds from borrowings

 

 

296,098

 

Payments of earn-out liabilities

 

(18,662

)

(24,015

)

Payments of debt issuance costs

 

 

(1,938

)

Net change overdrafts

 

(915

)

291

 

Excess tax benefits from stock-based compensation

 

692

 

875

 

Repurchases of common stock

 

(26,088

)

(4,147

)

Dividends paid

 

(4,506

)

 

Net proceeds from exercise of stock options

 

18,310

 

15,697

 

Net cash (used in) provided by financing activities

 

(34,810

)

115,676

 

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash

 

(1,986

)

(2,227

)

Net increase in cash and cash equivalents

 

59,567

 

41,487

 

Cash and cash equivalents at beginning of period

 

129,305

 

104,848

 

Cash and cash equivalents at end of period

 

$

188,872

 

$

146,335

 

 

 

 

 

 

 

Supplemental information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

6,181

 

$

3,801

 

Income taxes, net of refunds of $12,122 and $4,646

 

$

22,109

 

$

34,913