Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 27, 2015
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number 0-19655
TETRA TECH, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
95-4148514 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
3475 East Foothill Boulevard, Pasadena, California 91107
(Address of principal executive offices) (Zip Code)
(626) 351-4664
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
Accelerated filer o |
Non-accelerated filer o |
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
As of January 25, 2016, 58,624,247 shares of the registrants common stock were outstanding.
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Tetra Tech, Inc.
Condensed Consolidated Balance Sheets
(unaudited - in thousands, except par value)
ASSETS |
|
December 27, 2015 |
|
September 27, 2015 |
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
125,088 |
|
$ |
135,326 |
|
Accounts receivable net |
|
593,968 |
|
636,030 |
|
Prepaid expenses and other current assets |
|
57,198 |
|
42,125 |
|
Income taxes receivable |
|
13,483 |
|
10,294 |
|
Total current assets |
|
789,737 |
|
823,775 |
|
|
|
|
|
|
|
Property and equipment net |
|
61,295 |
|
64,906 |
|
Investments in and advances to unconsolidated joint ventures |
|
1,824 |
|
1,886 |
|
Goodwill |
|
594,004 |
|
601,379 |
|
Intangible assets net |
|
35,663 |
|
40,332 |
|
Other long-term assets |
|
44,971 |
|
26,964 |
|
|
|
|
|
|
|
Total assets |
|
$ |
1,527,494 |
|
$ |
1,559,242 |
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accounts payable |
|
$ |
119,922 |
|
$ |
150,284 |
|
Accrued compensation |
|
91,633 |
|
103,866 |
|
Billings in excess of costs on uncompleted contracts |
|
96,188 |
|
93,989 |
|
Deferred income taxes |
|
16,953 |
|
20,787 |
|
Current portion of long-term debt |
|
13,041 |
|
11,904 |
|
Estimated contingent earn-out liabilities |
|
1,122 |
|
609 |
|
Other current liabilities |
|
64,694 |
|
69,003 |
|
Total current liabilities |
|
403,553 |
|
450,442 |
|
|
|
|
|
|
|
Deferred income taxes |
|
39,177 |
|
34,759 |
|
Long-term debt |
|
177,021 |
|
180,972 |
|
Long-term estimated contingent earn-out liabilities |
|
3,088 |
|
3,560 |
|
Other long-term liabilities |
|
60,714 |
|
32,711 |
|
|
|
|
|
|
|
Commitments and contingencies (Note 15) |
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
Preferred stock Authorized, 2,000 shares of $0.01 par value; no shares issued and outstanding at December 27, 2015, and September 27, 2015 |
|
|
|
|
|
Common stock Authorized, 150,000 shares of $0.01 par value; issued and outstanding, 58,909 and 59,381 shares at December 27, 2015, and September 27, 2015, respectively |
|
589 |
|
594 |
|
Additional paid-in capital |
|
310,662 |
|
326,593 |
|
Accumulated other comprehensive loss |
|
(158,545) |
|
(143,171) |
|
Retained earnings |
|
690,837 |
|
672,309 |
|
Tetra Tech stockholders equity |
|
843,543 |
|
856,325 |
|
Noncontrolling interests |
|
398 |
|
473 |
|
Total equity |
|
843,941 |
|
856,798 |
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
1,527,494 |
|
$ |
1,559,242 |
|
See Notes to Condensed Consolidated Financial Statements.
3
Table of Contents
Tetra Tech, Inc.
Condensed Consolidated Statements of Income
(unaudited in thousands, except per share data)
|
|
Three Months Ended |
|
|
|
December 27, 2015 |
|
December 28, 2014 |
|
|
|
|
|
|
|
Revenue |
|
$ |
560,708 |
|
$ |
581,056 |
|
Subcontractor costs |
|
(139,752) |
|
(143,976) |
|
Other costs of revenue |
|
(347,796) |
|
(358,281) |
|
Selling, general and administrative expenses |
|
(39,229) |
|
(42,187) |
|
Contingent consideration fair value adjustments |
|
(1,001) |
|
|
|
Operating income |
|
32,930 |
|
36,612 |
|
|
|
|
|
|
|
Interest expense |
|
(1,660) |
|
(1,790) |
|
Income before income tax expense |
|
31,270 |
|
34,822 |
|
|
|
|
|
|
|
Income tax expense |
|
(8,030) |
|
(9,176) |
|
|
|
|
|
|
|
Net income including noncontrolling interests |
|
23,240 |
|
25,646 |
|
|
|
|
|
|
|
Net income attributable to noncontrolling interests |
|
(1) |
|
(71) |
|
|
|
|
|
|
|
Net income attributable to Tetra Tech |
|
$ |
23,239 |
|
$ |
25,575 |
|
|
|
|
|
|
|
Earnings per share attributable to Tetra Tech: |
|
|
|
|
|
Basic |
|
$ |
0.39 |
|
$ |
0.41 |
|
Diluted |
|
$ |
0.39 |
|
$ |
0.41 |
|
|
|
|
|
|
|
Weighted-average common shares outstanding: |
|
|
|
|
|
Basic |
|
59,058 |
|
62,452 |
|
Diluted |
|
59,793 |
|
63,112 |
|
|
|
|
|
|
|
Cash dividends paid per share |
|
$ |
0.08 |
|
$ |
0.07 |
|
See Notes to Condensed Consolidated Financial Statements.
4
Table of Contents
Tetra Tech, Inc.
Condensed Consolidated Statements of Comprehensive Income
(unaudited in thousands)
|
|
Three Months Ended |
|
|
|
December 27, 2015 |
|
December 28, 2014 |
|
|
|
|
|
|
|
Net income including noncontrolling interests |
|
$ |
23,240 |
|
$ |
25,646 |
|
|
|
|
|
|
|
Other comprehensive income, net of tax: |
|
|
|
|
|
Foreign currency translation adjustments |
|
(16,474) |
|
(24,510) |
|
Gain (loss) on cash flow hedge valuations |
|
1,110 |
|
(480) |
|
Other comprehensive loss, net of tax |
|
(15,364) |
|
(24,990) |
|
|
|
|
|
|
|
Comprehensive income including noncontrolling interests |
|
7,876 |
|
656 |
|
|
|
|
|
|
|
Net income attributable to noncontrolling interests |
|
(1) |
|
(71) |
|
Foreign currency translation adjustments, net of tax |
|
(10) |
|
(59) |
|
Comprehensive income attributable to noncontrolling interests |
|
(11) |
|
(130) |
|
|
|
|
|
|
|
Comprehensive income attributable to Tetra Tech |
|
$ |
7,865 |
|
$ |
526 |
|
See Notes to Condensed Consolidated Financial Statements.
5
Table of Contents
Tetra Tech, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited in thousands)
|
|
Three Months Ended |
|
|
|
December 27, 2015 |
|
December 28, 2014 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
Net income including noncontrolling interests |
|
$ |
23,240 |
|
$ |
25,646 |
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash from operating activities: |
|
|
|
|
|
Depreciation and amortization |
|
9,805 |
|
12,992 |
|
Equity in income of unconsolidated joint ventures |
|
(202) |
|
(650) |
|
Distributions of earnings from unconsolidated joint ventures |
|
205 |
|
810 |
|
Stock-based compensation |
|
2,792 |
|
2,840 |
|
Excess tax benefits from stock-based compensation |
|
(118) |
|
(142) |
|
Deferred income taxes |
|
928 |
|
4,846 |
|
Provision for doubtful accounts |
|
7,019 |
|
(1,150) |
|
Fair value adjustments to contingent consideration |
|
1,001 |
|
|
|
Gain on disposal of property and equipment |
|
(176) |
|
(51) |
|
|
|
|
|
|
|
Changes in operating assets and liabilities, net of effects of business acquisitions: |
|
|
|
|
|
Accounts receivable |
|
30,415 |
|
35,617 |
|
Prepaid expenses and other assets |
|
(8,648) |
|
769 |
|
Accounts payable |
|
(30,361) |
|
(59,382) |
|
Accrued compensation |
|
(12,233) |
|
(13,348) |
|
Billings in excess of costs on uncompleted contracts |
|
2,199 |
|
3,539 |
|
Other liabilities |
|
(1,309) |
|
(6,156) |
|
Income taxes receivable/payable |
|
(942) |
|
(726) |
|
Net cash provided by operating activities |
|
23,615 |
|
5,454 |
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
Capital expenditures |
|
(3,250) |
|
(7,137) |
|
Proceeds from sale of property and equipment |
|
704 |
|
5,216 |
|
Net cash used in investing activities |
|
(2,546) |
|
(1,921) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
Payments on long-term debt |
|
(2,802) |
|
(15,926) |
|
Proceeds from borrowings |
|
|
|
13,493 |
|
Payments of earn-out liabilities |
|
(1,001) |
|
|
|
Excess tax benefits from stock-based compensation |
|
118 |
|
142 |
|
Repurchases of common stock |
|
(25,000) |
|
(20,167) |
|
Dividend paid |
|
(4,713) |
|
(4,372) |
|
Net proceeds from issuance of common stock |
|
4,085 |
|
1,521 |
|
Net cash used in financing activities |
|
(29,313) |
|
(25,309) |
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash |
|
(1,994) |
|
(1,713) |
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(10,238) |
|
(23,489) |
|
Cash and cash equivalents at beginning of period |
|
135,326 |
|
122,379 |
|
Cash and cash equivalents at end of period |
|
$ |
125,088 |
|
$ |
98,890 |
|
|
|
|
|
|
|
Supplemental information: |
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
Interest |
|
$ |
1,743 |
|
$ |
1,867 |
|
Income taxes, net of refunds received of $0.4 million for both periods |
|
$ |
8,793 |
|
$ |
4,700 |
|
See Notes to Condensed Consolidated Financial Statements.
6
Table of Contents
TETRA TECH, INC.
Notes to Condensed Consolidated Financial Statements
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and related notes of Tetra Tech, Inc. (we, us or our) have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements and, therefore, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended September 27, 2015.
These financial statements reflect all normal recurring adjustments that are considered necessary for a fair statement of our financial position, results of operations and cash flows for the interim periods presented. The results of operations and cash flows for any interim period are not necessarily indicative of results for the full year or for future years.
We report our water resources, water and wastewater treatment, environment and infrastructure engineering activities in our Water, Environment and Infrastructure (WEI) reportable segment. Our Resource Management and Energy (RME) reportable segment includes our natural resources, energy, waste management, remediation, utilities and international development services. We report the results of the wind-down of our non-core construction activities in the Remediation and Construction Management (RCM) reportable segment. In the first quarter of fiscal 2016, we re-aligned certain operating units within our reportable segments to improve organizational effectiveness by better aligning operations with similar clients and projects (see Note 10, Reportable Segments for further discussion). Prior year amounts for reportable segments have been revised to conform to the current-year presentation.
2. Accounts Receivable Net
Net accounts receivable and billings in excess of costs on uncompleted contracts consisted of the following:
|
|
December 27, 2015 |
|
September 27, 2015 |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
Billed |
|
$ |
335,873 |
|
$ |
331,364 |
|
Unbilled |
|
271,578 |
|
311,823 |
|
Contract retentions |
|
24,221 |
|
24,333 |
|
Total accounts receivable gross |
|
631,672 |
|
667,520 |
|
|
|
|
|
|
|
Allowance for doubtful accounts |
|
(37,704) |
|
(31,490) |
|
Total accounts receivable net |
|
$ |
593,968 |
|
$ |
636,030 |
|
|
|
|
|
|
|
Billings in excess of costs on uncompleted contracts |
|
$ |
96,188 |
|
$ |
93,989 |
|
Billed accounts receivable represent amounts billed to clients that have not been collected. Unbilled accounts receivable represent revenue recognized but not yet billed pursuant to contract terms or billed after the period end date. Most of our unbilled receivables at December 27, 2015 are expected to be billed and collected within 12 months. Contract retentions represent amounts withheld by clients until certain conditions are met or the project is completed, which may be several months or years. The allowance for doubtful accounts represents amounts that may become uncollectible or unrealizable in the future. We determine an estimated allowance for uncollectible accounts based on managements consideration of trends in the actual and forecasted credit quality of our clients, including delinquency and payment history; type of client, such as a government agency or a commercial sector client; and general economic and particular industry conditions that may affect a clients ability to pay. Billings in excess of costs on uncompleted contracts represent the amount of cash collected from clients and billings to clients on contracts in advance of revenue recognized. The majority of billings in excess of costs on uncompleted contracts will be earned within 12 months.
7
Table of Contents
Once contract performance is underway, we may experience changes in conditions, client requirements, specifications, designs, materials, and expectations regarding the period of performance. Such changes result in change orders and may be initiated by us or by our clients. In many cases, agreement with the client as to the terms of change orders is reached prior to work commencing; however, sometimes circumstances require that work progresses without obtaining a definitive client agreement. Unapproved change orders constitute claims in excess of agreed contract prices that we seek to collect from our clients (or other third parties) for delays, errors in specifications and designs, contract terminations, or other causes of unanticipated additional costs. Revenue on claims is recognized when contract costs related to claims have been incurred and when their addition to contract value can be reliably estimated. This can lead to a situation in which costs are recognized in one period and revenue is recognized in a subsequent period such as when client agreement is obtained or a claims resolution occurs.
Total accounts receivable at December 27, 2015 and September 27, 2015 included approximately $39 million and $53 million, respectively, related to claims, including requests for equitable adjustment, on contracts that provide for price redetermination. During the first quarter of fiscal 2016 we collected $13.4 million to settle claims of $8.8 million, which resulted in gains in operating income of $4.6 million in the RCM reportable segment. We regularly evaluate all unsettled claim amounts and record appropriate adjustments to operating earnings when it is probable that the claim will result in a different contract value than the amount previously estimated. In the first quarter of fiscal 2016, we also recognized reductions to operating income in our RCM segment and a related increase in the allowance for doubtful accounts of $7.9 million as a result of our updated assessment of the collectability of certain accounts receivable, of which $4.6 million related to unsettled claims. As a result of the assessment of claims in last years first quarter, we recognized revenue and an increase in operating income of $3.2 million related to claims with a federal government client.
Billed accounts receivable related to U.S. federal government contracts were $58.0 million and $61.9 million at December 27, 2015 and September 27, 2015, respectively. U.S. federal government unbilled receivables were $62.3 million and $74.2 million at December 27, 2015 and September 27, 2015, respectively. Other than the U.S. federal government, no single client accounted for more than 10% of our accounts receivable at December 27, 2015 and September 27, 2015.
We recognize revenue for most of our contracts using the percentage-of-completion method, primarily utilizing the cost-to-cost approach to estimate the progress towards completion in order to determine the amount of revenue and profit to recognize. Changes in those estimates could result in recognition of cumulative catch-up adjustments to the contracts inception-to-date revenue, costs, and profit in the period in which such changes are made. As a result, we recognized immaterial net operating income adjustments during the first quarter of fiscal 2016 compared to net unfavorable operating income adjustments of $2.4 million in last years first quarter. Changes in revenue and cost estimates could also result in a projected loss that would be recorded immediately in earnings. As of December 27, 2015 and September 27, 2015, we recorded a liability for anticipated losses of $8.6 million and $10.5 million, respectively. The estimated cost to complete the related contracts as of December 27, 2015 was $47.7 million.
3. Mergers and Acquisitions
We made no acquisitions in the first quarter of fiscal 2016. In fiscal 2015, we acquired Cornerstone Environmental Group, LLC (CEG), headquartered in Middletown, New York. CEG is an environmental engineering and consulting firm focused on solid waste markets in the United States, and is included in our RME segment. The fair value of the purchase price for CEG was $15.9 million. Of this amount, $11.8 million was paid to the sellers and $4.1 million was the estimated fair value of contingent earn-out obligations, with a maximum of $9.8 million, based upon the achievement of specified financial objectives.
Goodwill additions resulting from business combinations are primarily attributable to the existing workforce of the acquired companies and the synergies expected to arise after the acquisitions. Specifically, the goodwill additions related to the fiscal 2015 acquisition primarily represents the value of a workforce with distinct expertise in the solid waste markets. In addition, these acquired capabilities, when combined with our existing global consulting and engineering business, result in opportunities that allow us to provide services under contracts that could not have been pursued individually by either us or the acquired company. The results of this acquisition were included in the consolidated financial statements from the closing date. The acquisition was not considered material to our condensed consolidated financial statements. As a result, no pro forma information has been provided.
8
Table of Contents
Most of our acquisition agreements include contingent earn-out agreements, which are generally based on the achievement of future operating income thresholds. The contingent earn-out arrangements are based on our valuations of the acquired companies, and reduce the risk of overpaying for acquisitions if the projected financial results are not achieved. The fair values of any earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, we estimate the fair value of contingent earn-out payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability in Estimated contingent earn-out liabilities and Long-term estimated contingent earn-out liabilities on the consolidated balance sheets. We consider several factors when determining that contingent earn-out liabilities are part of the purchase price, including the following: (1) the valuation of our acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (2) the former owners of acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of our other key employees. The contingent earn-out payments are not affected by employment termination.
We measure our contingent earn-out liabilities at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy (as described in Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the fiscal year ended September 27, 2015). We use a probability-weighted discounted income approach as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are operating income projections over the earn-out period (generally two or three years), and the probability outcome percentages we assign to each scenario. Significant increases or decreases to either of these inputs in isolation would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in our consolidated statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date is reflected as cash used in operating activities.
We review and re-assess the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of our contingent earn-out liabilities related to the time component of the present value calculation are reported in interest expense. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. During the first quarter of fiscal 2016, we recorded an increase in our contingent earn-out liabilities and reported a related loss in operating income of $1.0 million. This loss represents the final cash settlement during the first quarter of fiscal 2016 of an earn-out liability that was valued at $0 at the end of fiscal 2015. We recorded no gains or losses related to changes in the estimated fair value of our contingent earn-out liabilities in the first quarter of fiscal 2015.
At December 27, 2015, there was a total maximum of $25.6 million of outstanding contingent consideration related to acquisitions. Of this amount, $4.2 million was estimated as the fair value and accrued on our condensed consolidated balance sheet.
Subsequent Event. On January 19, 2016, we announced that our off-market takeover bid for all of the outstanding shares of Coffey International Limited (Coffey) was free from all conditions required to close the purchase. The payment for the shares will occur in the second quarter of fiscal 2016, with a purchase price of approximately $76 million for 100% of the shares.
9
Table of Contents
4. Goodwill and Intangible Assets
The following table summarizes the changes in the carrying value of goodwill:
|
|
WEI |
|
RME |
|
Total |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
Balance at September 27, 2015 |
|
$ |
210,748 |
|
$ |
390,631 |
|
$ |
601,379 |
|
Goodwill adjustments |
|
|
|
2,000 |
|
2,000 |
|
Foreign exchange impact |
|
(3,750) |
|
(5,625) |
|
(9,375) |
|
Balance at December 27, 2015 |
|
$ |
206,998 |
|
$ |
387,006 |
|
$ |
594,004 |
|
We perform our annual goodwill impairment review at the beginning of our fiscal fourth quarter. Our most recent review was performed at June 29, 2015 (i.e. the first day of our fourth quarter in fiscal 2015). In addition, we regularly evaluate whether events and circumstances have occurred that may indicate a potential change in recoverability of goodwill. We perform interim goodwill impairment reviews between our annual reviews if certain events and circumstances have occurred, including a deterioration in general economic conditions; an increase in the competitive environment; a change in management, key personnel, strategy or customers; negative or declining cash flows; or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.
We estimate the fair value of all reporting units with a goodwill balance based on a comparison and weighting of the income approach (weighted 70%), specifically the discounted cash flow method and the market approach (weighted 30%), which estimates the fair value of our reporting units based upon comparable market prices and recent transactions and also validates the reasonableness of the multiples from the income approach. The resulting fair value is most sensitive to the assumptions we use in our discounted cash flow analysis. The assumptions that have the most significant impact on the fair value calculation are the reporting units revenue growth rate and operating profit margin, and the discount rate used to convert future estimated cash flows to a single present value amount.
In the fourth quarter of fiscal 2015, we determined that our Waste Management Group (WMG) reporting unit in our RME segment had an estimated fair value that exceeded its carrying value by less than 20%. In our discounted cash flow model for WMG, we assumed annual revenue growth rates of 3% to 5% based on historical trends in WMG and the solid waste industry, projections for future solid waste activity, and WMGs backlog and prospects for new orders. We discounted the resulting cash flows at a rate of 11.0%. Our market based assessment resulted in a value approximating a 1.0 multiple of revenue for the 12 month period preceding the valuation date. The discounted cash flow value, combined on a weighted-average basis with the results of our market analysis, resulted in an estimated fair value for WMG of $103.5 million compared to our carrying value including goodwill of $93.9 million. No changes occurred during the first quarter of fiscal 2016 that would significantly change these amounts. As of December 27, 2015, the goodwill amount for WMG was $56.5 million.
Although we believe that our current estimate of fair value is reasonable, our analysis is primarily dependent on our future level of revenue from our solid waste clients. However, the extent of our future activity is uncertain. We currently anticipate that if WMGs future revenue grows by less than 2.0%, or market prices for similar businesses decline by more than 10%, WMGs goodwill could become impaired.
Additionally, if the yield on 20-year U.S. treasury bonds (our assumed risk-free rate of return) or the additional return investors require for alternate investments, including those similar to WMG, increases, we may be required to increase the discount rate used in our cash flow analysis. If all of our operating assumptions remain constant, but we are required to increase the discount rate in our cash flow model to 14.0% or higher, WMGs goodwill could become impaired.
Foreign exchange impact relates to our foreign subsidiaries with functional currencies that are different than our reporting currency. The gross amounts of goodwill for WEI were $289.4 million and $293.1 million at December 27, 2015 and September 27, 2015, respectively, excluding $82.4 million of accumulated impairment. The gross amounts of goodwill for RME were $420.2 million and $423.8 million at December 27, 2015 and September 27, 2015, respectively, excluding $33.2 million of accumulated impairment.
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Table of Contents
The gross amount and accumulated amortization of our acquired identifiable intangible assets with finite useful lives included in Intangible assets - net on the condensed consolidated balance sheets, were as follows:
|
|
December 27, 2015 |
|
September 27, 2015 |
|
|
|
Weighted- Average Remaining Life (in Years) |
|
Gross Amount |
|
Accumulated Amortization |
|
Gross Amount |
|
Accumulated Amortization |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-compete agreements |
|
0.9 |
|
$ |
811 |
|
$ |
(629) |
|
$ |
819 |
|
$ |
(587) |
|
Client relations |
|
3.3 |
|
104,988 |
|
(70,224) |
|
106,676 |
|
(67,726) |
|
Backlog |
|
0.3 |
|
2,093 |
|
(1,710) |
|
2,115 |
|
(1,444) |
|
Technology and trade names |
|
1.3 |
|
2,429 |
|
(2,095) |
|
2,506 |
|
(2,027) |
|
Total |
|
|
|
$ |
110,321 |
|
$ |
(74,658) |
|
$ |
112,116 |
|
$ |
(71,784) |
|
Foreign currency translation adjustments reduced net identifiable intangible assets by $0.4 million in the first quarter of fiscal 2016. Amortization expense for the identifiable intangible assets for the first quarters of fiscal 2016 and 2015 was $4.3 million and $5.9 million, respectively. Estimated amortization expense for the remainder of fiscal 2016 and succeeding years is as follows:
|
|
Amount |
|
|
|
(in thousands) |
|
|
|
|
|
2016 |
|
$ |
10,827 |
|
2017 |
|
12,525 |
|
2018 |
|
5,843 |
|
2019 |
|
2,989 |
|
2020 |
|
2,418 |
|
Beyond |
|
1,061 |
|
Total |
|
$ |
35,663 |
|
5. Property and Equipment
Property and equipment consisted of the following:
|
|
December 27, 2015 |
|
September 27, 2015 |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
Land and buildings |
|
$ |
3,660 |
|
$ |
3,661 |
|
Equipment, furniture and fixtures |
|
175,951 |
|
176,883 |
|
Leasehold improvements |
|
21,749 |
|
21,582 |
|
Total property and equipment |
|
201,360 |
|
202,126 |
|
Accumulated depreciation |
|
(140,065) |
|
(137,220) |
|
Property and equipment, net |
|
$ |
61,295 |
|
$ |
64,906 |
|
The depreciation expense related to property and equipment, including assets under capital leases, was $5.3 million and $6.9 million for the first quarters of fiscal 2016 and 2015, respectively.
6. Stock Repurchase and Dividends
On November 10, 2014, the Board of Directors authorized a stock repurchase program under which we may repurchase up to $200 million of our common stock over the next two years. In the first quarter of fiscal 2016, we repurchased through open market purchases a total of 939,909 shares at an average price of $26.60, for a total cost of $25.0 million under this repurchase program.
On November 9, 2015, the Board of Directors declared a quarterly cash dividend of $0.08 per share payable on December 11, 2015 to stockholders of record as of the close of business on November 30, 2015. Dividends totaling $4.7 million and $4.4 million were paid in the first quarters of fiscal 2016 and fiscal 2015, respectively.
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Table of Contents
Subsequent Event. On January 25, 2016, the Board of Directors declared a quarterly cash dividend of $0.08 per share payable on February 26, 2016 to stockholders of record as of the close of business on February 12, 2016.
7. Stockholders Equity and Stock Compensation Plans
We recognize the fair value of our stock-based compensation awards as compensation expense on a straight-line basis over the requisite service period in which the award vests. Stock-based compensation expense for the first quarters of both fiscal 2016 and fiscal 2015 was $2.8 million. The majority of these amounts were included in Selling, general and administrative (SG&A) expenses in our condensed consolidated statements of income. In the first quarter of fiscal 2016, we granted 241,932 stock options with an exercise price of $27.16 per share and an estimated weighted-average fair value of $8.05 per share to our non-employee directors and executive officers. The executive officer options vest over a four-year period, and the non-employee director options vest after one year. In addition, we awarded 137,777 performance shares units (PSUs) to our non-employee directors and executive officers at the fair value of $31.63 per share on the award date. All of the PSUs are performance-based and vest, if at all, after the conclusion of the three-year performance period. The number of PSUs that ultimately vest is based 50% on the growth in our diluted earnings per share and 50% on our total shareholder return over the vesting period. Additionally, we awarded 215,539 restricted stock units (RSUs) to our non-employee directors, executive officers and employees at the fair value of $27.16 per share on the award date. All of the executive officer and employee RSUs have time-based vesting over a four-year period, and the non-employee director RSUs vest after one year.
8. Earnings Per Share (EPS)
Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding, less unvested restricted stock for the period. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding and dilutive potential common shares for the period. Potential common shares include the weighted-average dilutive effects of outstanding stock options and unvested restricted stock using the treasury stock method.
The following table sets forth the number of weighted-average shares used to compute basic and diluted EPS:
|
|
Three Months Ended |
|
|
|
December 27, 2015 |
|
December 28, 2014 |
|
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
Net income attributable to Tetra Tech |
|
$ |
23,239 |
|
$ |
25,575 |
|
|
|
|
|
|
|
Weighted-average common shares outstanding - basic |
|
59,058 |
|
62,452 |
|
Effect of dilutive stock options and unvested restricted stock |
|
735 |
|
660 |
|
Weighted-average common stock outstanding - diluted |
|
59,793 |
|
63,112 |
|
|
|
|
|
|
|
Earnings per share attributable to Tetra Tech: |
|
|
|
|
|
Basic |
|
$ |
0.39 |
|
$ |
0.41 |
|
Diluted |
|
$ |
0.39 |
|
$ |
0.41 |
|
For the first quarters of fiscal 2016 and 2015, 0.6 million and 0.8 million options, respectively, were excluded from the calculation of dilutive potential common shares because the assumed proceeds per share exceeded the average market price per share during the period. Therefore, their inclusion would have been anti-dilutive.
9. Income Taxes
The effective tax rates for the first quarters of fiscal 2016 and 2015 were 25.7% and 26.4%, respectively. During the first quarter of fiscal 2016, the Protecting Americans from Tax Hikes (PATH) Act of 2015 was signed into law. This law permanently extended the federal research and experimentation tax credits (R&E Credits) retroactive to January 1, 2015. Our income tax expense for the first quarter of fiscal 2016 included a tax benefit of $2.0 million attributable to operating income during the last nine months of fiscal 2015, primarily related to the retroactive recognition of the R&E Credits. Our income tax expense for the first quarter of fiscal 2015 included a similar retroactive tax benefit of $1.2 million attributable to operating income during the last nine months of fiscal 2014.
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Table of Contents
At December 27, 2015, approximately $63.3 million of undistributed earnings of our foreign subsidiaries, primarily in Canada, are expected to be permanently reinvested. Accordingly, no provision for U.S. income taxes or foreign withholding taxes has been made. Upon distribution of those earnings, we would be subject to U.S. income taxes and foreign withholding taxes. Assuming the permanently reinvested foreign earnings were repatriated under the laws and rates applicable at December 27, 2015, the incremental federal tax applicable to those earnings would be approximately $5.4 million.
We review the realizability of deferred tax assets on a quarterly basis by assessing the need for a valuation allowance. As of December 27, 2015, we performed our assessment of net deferred tax assets. Significant management judgment is required in determining the provision for income taxes and, in particular, any valuation allowance recorded against our deferred tax assets. Applying the applicable accounting guidance requires an assessment of all available evidence, both positive and negative, regarding the realizability of the net deferred tax assets. Based upon recent results, we concluded that a cumulative loss in recent years exists in certain foreign jurisdictions. We have historically relied on the following factors in our assessment of the realizability of our net deferred tax assets:
· taxable income in prior carryback years as permitted under the tax law;
· future reversals of existing taxable temporary differences;
· consideration of available tax planning strategies and actions that could be implemented, if necessary; and
· estimates of future taxable income from our operations.
We considered these factors in our estimate of the reversal pattern of deferred tax assets, using assumptions that we believe are reasonable and consistent with operating results. However, as a result of projected cumulative pre-tax losses in certain foreign jurisdictions for the 36 months ending December 30, 2018, we concluded that our estimates of future taxable income and certain tax planning strategies did not constitute sufficient positive evidence to assert that it is more likely than not that certain deferred tax assets would be realizable before expiration. Based on our assessment, we have concluded that it is more likely than not that the assets will be realized except for the assets related to loss carry-forwards in foreign jurisdictions for which a valuation allowance of $8.3 million has been provided in prior years.
10. Reportable Segments
Our reportable segments are described as follows:
WEI: WEI provides consulting and engineering services worldwide for a broad range of water and infrastructure-related needs in both developed and emerging economies. WEI supports both public and private clients including federal, state/provincial, and local governments, and global and local commercial and industrial clients. The primary markets for WEIs services include water resources analysis and water management, environmental restoration, government consulting, and a broad range of civil infrastructure master planning and engineering design for facilities, transportation, and regional and local development. WEIs services span from early data collection and monitoring, to data analysis and information technology, to science and engineering applied research, to engineering design, to construction management and operations and maintenance.
RME: RME provides consulting and engineering services worldwide for a broad range of resource management and energy needs. RME supports both private and public clients, including global industrial and commercial clients, U.S. federal agencies in large scale remediation, and major international development agencies. The primary markets for RMEs services include natural resources, energy, remediation, waste management, utilities and international development. RMEs services span from early data collection and monitoring, to data analysis and information technology, to science and engineering applied research, to engineering design, to construction management and operations and maintenance. RME supports engineering, procurement and construction management for full service implementation of commercial projects.
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Table of Contents
RCM: We report the results of the wind-down of our non-core construction activities in the RCM reportable segment. The remaining work performed in this segment will be substantially complete by the end of fiscal 2016.
Management evaluates the performance of these reportable segments based upon their respective segment operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. We account for inter-segment sales and transfers as if the sales and transfers were to third parties; that is, by applying a negotiated fee onto the costs of the services performed. All significant intercompany balances and transactions are eliminated in consolidation.
The following tables set forth summarized financial information regarding our reportable segments:
Reportable Segments
|
|
Three Months Ended |
|
|
|
December 27, 2015 |
|
December 28, 2014 |
|
|
|
(in thousands) |
|
Revenue |
|
|
|
|
|
WEI |
|
$ |
240,383 |
|
$ |
247,797 |
|
RME |
|
315,717 |
|
316,276 |
|
RCM |
|
20,826 |
|
34,430 |
|
Elimination of inter-segment revenue |
|
(16,218) |
|
(17,447) |
|
Total revenue |
|
$ |
560,708 |
|
$ |
581,056 |
|
|
|
|
|
|
|
Operating Income (Loss) |
|
|
|
|
|
WEI |
|
$ |
20,030 |
|
$ |
21,513 |
|
RME |
|
25,443 |
|
26,039 |
|
RCM |
|
(5,282) |
|
(3,420) |
|
Corporate (1) |
|
(7,261) |
|
(7,520) |
|
Total operating income |
|
$ |
32,930 |
|
$ |
36,612 |
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
WEI |
|
$ |
1,168 |
|
$ |
1,377 |
|
RME |
|
3,533 |
|
3,534 |
|
RCM |
|
193 |
|
660 |
|
Corporate |
|
409 |
|
1,293 |
|
Total depreciation |
|
$ |
5,303 |
|
$ |
6,864 |
|
|
|
|
|
|
|
(1) Includes amortization of intangibles, other costs, and other income not allocable to our reportable segments. |
|
|
|
December 27, 2015 |
|
September 27, 2015 |
|
|
|
(in thousands) |
|
Total Assets |
|
|
|
|
|
WEI |
|
$ |
278,370 |
|
$ |
287,112 |
|
RME |
|
395,617 |
|
422,133 |
|
RCM |
|
45,750 |
|
57,612 |
|
Corporate (1) |
|
807,757 |
|
792,385 |
|
Total assets |
|
$ |
1,527,494 |
|
$ |
1,559,242 |
|
|
|
|
|
|
|
(1) Corporate assets consist of intercompany eliminations and assets not allocated to our reportable segments including goodwill, intangible assets, deferred income taxes and certain other assets. |
|
14
Table of Contents
Major Clients
Other than the U.S. federal government, no single client accounted for more than 10% of our revenue. All of our segments generated revenue from all client sectors.
The following table represents our revenue by client sector:
|
|
Three Months Ended |
|
|
|
December 27, 2015 |
|
December 28, 2014 |
|
|
|
(in thousands) |
|
Client Sector |
|
|
|
|
|
International (1) |
|
$ |
135,807 |
|
$ |
147,061 |
|
U.S. commercial |
|
188,164 |
|
173,658 |
|
U.S. federal government (2) |
|
165,022 |
|
185,711 |
|
U.S. state and local government |
|
71,715 |
|
74,626 |
|
Total |
|
$ |
560,708 |
|
$ |
581,056 |
|
|
|
|
|
|
|
(1) Includes revenue generated from foreign operations, primarily in Canada, and revenue generated from non-U.S. clients.
(2) Includes revenue generated under U.S. federal government contracts performed outside the United States. |
|
11. Fair Value Measurements
The fair value of long-term debt was determined using the present value of future cash flows based on the borrowing rates currently available for debt with similar terms and maturities (Level 2 measurement, as described in Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the fiscal year ended September 27, 2015). The carrying value of our long-term debt approximated fair value at December 27, 2015 and September 27, 2015. As of December 27, 2015, we had borrowings of $189.6 million outstanding under our amended credit agreement, which were used to fund our business acquisitions, working capital needs, and contingent earn-outs.
12. Joint Ventures
Consolidated Joint Ventures
The aggregate revenue of our consolidated joint ventures was $0.5 million and $2.2 million for the first quarters of fiscal 2016 and 2015, respectively. The assets and liabilities of these consolidated joint ventures were immaterial at December 27, 2015 and September 27, 2015. These assets are restricted for use only by those joint ventures and are not available for our general operations. Cash and cash equivalents maintained by the consolidated joint ventures at December 27, 2015 and September 27, 2015 were $0.5 million and $0.7 million, respectively.
Unconsolidated Joint Ventures
We account for our unconsolidated joint ventures using the equity method of accounting. Under this method, we recognize our proportionate share of the net earnings of these joint ventures within Other costs of revenue in our condensed consolidated statements of income. For the first quarters of fiscal 2016 and 2015, we reported $0.2 million and $0.7 million of equity in earnings of unconsolidated joint ventures, respectively. Our maximum exposure to loss as a result of our investments in unconsolidated joint ventures is typically limited to the aggregate of the carrying value of the investment. Future funding commitments for our unconsolidated joint ventures are immaterial. The unconsolidated joint ventures are, individually and in the aggregate, immaterial to our condensed consolidated financial statements.
The aggregate carrying values of the assets and liabilities of the unconsolidated joint ventures were $13.7 million and $11.9 million, respectively, at December 27, 2015, and $17.1 million and $15.2 million, respectively, at September 27, 2015.
15
Table of Contents
13. Derivative Financial Instruments
We use certain interest rate derivative contracts to hedge interest rate exposures on our variable rate debt. We enter into foreign currency derivative contracts with financial institutions to reduce the risk that cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. Our hedging program is not designated for trading or speculative purposes.
We recognize derivative instruments as either assets or liabilities on the accompanying condensed consolidated balance sheets at fair value (Level 2 measurement, as described in Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the fiscal year ended September 27, 2015). We record changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as accounting hedges in our condensed consolidated balance sheets as accumulated other comprehensive loss.
In fiscal 2013, we entered into three interest rate swap agreements that we designated as cash flow hedges to fix the variable interest rates on a portion of borrowings under our term loan facility. In the first quarter of fiscal 2014, we entered into two interest rate swap agreements that we designated as cash flow hedges to fix the variable interest rates on the borrowings under the term loan facility. At December 27, 2015, the effective portion of our interest rate swap agreements designated as cash flow hedges before tax effect was $1.2 million, all of which we expect to be reclassified from accumulated other comprehensive loss to interest expense within the next 12 months.
As of December 27, 2015, the total notional principal amount of our outstanding interest rate swap agreements which expire in May 2018 was $189.6 million and the weighted average fixed interest rate was 1.32%.
The fair values of our outstanding derivatives designated as hedging instruments were as follows:
|
|
Balance Sheet Location |
|
December 27, 2015 |
|
September 27, 2015 |
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
Interest rate swap agreements |
|
Other current liabilities |
|
$ |
1,385 |
|
$ |
2,518 |
|
|
|
|
|
|
|
|
|
|
|
The impact of the effective portions of derivative instruments in cash flow hedging relationships on income and other comprehensive income from our foreign currency forward contracts and interest rate swap agreements was immaterial for the first three months of fiscal 2016 and the fiscal year ended September 27, 2015. Additionally, there were no ineffective portions of derivative instruments. Accordingly, no amounts were excluded from effectiveness testing for our foreign currency forward contracts and interest rate swap agreements. We had no derivative instruments that were not designated as hedging instruments for fiscal 2015 and the first quarter of fiscal 2016.
16
Table of Contents
14. Reclassifications Out of Accumulated Other Comprehensive Loss
The accumulated balances and reporting period activities for the three months ended December 27, 2015 and December 28, 2014 related to reclassifications out of accumulated other comprehensive loss are summarized as follows:
|
|
Foreign Currency Translation Adjustments |
|
Loss on Derivative Instruments |
|
Accumulated Other Comprehensive Loss |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
Balances at September 28, 2014 |
|
$ |
(43,085) |
|
$ |
547 |
|
$ |
(42,538) |
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications |
|
(24,569) |
|
111 |
|
(24,458) |
|
Reclassification adjustment of prior derivative settlement, net of tax |
|
|
|
(591) |
|
(591) |
|
Net current-period other comprehensive loss |
|
(24,569) |
|
(480) |
|
(25,049) |
|
|
|
|
|
|
|
|
|
Balances at December 28, 2014 |
|
$ |
(67,654) |
|
$ |
67 |
|
$ |
(67,587) |
|
|
|
|
|
|
|
|
|
Balances at September 27, 2015 |
|
$ |
(141,229) |
|
$ |
(1,942) |
|
$ |
(143,171) |
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications |
|
(16,484) |
|
1,671 |
|
(14,813) |
|
Reclassification adjustment of prior derivative settlement, net of tax |
|
|
|
(561) |
|
(561) |
|
Net current-period other comprehensive income (loss) |
|
(16,484) |
|
1,110 |
|
(15,374) |
|
|
|
|
|
|
|
|
|
Balances at December 27, 2015 |
|
$ |
(157,713) |
|
$ |
(832) |
|
$ |
(158,545) |
|
15. Commitments and Contingencies
We are subject to certain claims and lawsuits typically filed against the engineering, consulting and construction profession, alleging primarily professional errors or omissions. We carry professional liability insurance, subject to certain deductibles and policy limits, against such claims. However, in some actions, parties are seeking damages that exceed our insurance coverage or for which we are not insured. While management does not believe that the resolution of these claims will have a material adverse effect, individually or in aggregate, on our financial position, results of operations or cash flows, management acknowledges the uncertainty surrounding the ultimate resolution of these matters.
16. Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued an accounting standard that will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods and services. The accounting standard is effective for us in the first quarter of fiscal year 2019. Companies may use either a full retrospective or a modified retrospective approach to adopt this standard, and management is currently evaluating which transition approach to use. We are currently assessing what impact this new standard may have on our consolidated financial statements.
In June 2014, the FASB issued updated guidance intended to eliminate the diversity in practice regarding share-based payment awards that include terms which provide for a performance target that affects vesting being achieved after the requisite service period. The new standard requires that a performance target which affects vesting and could be achieved after the requisite service period be treated as a performance condition that affects vesting and should not be reflected in estimating the grant-date fair value. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.
17
Table of Contents
In January 2015, the FASB issued an amendment to the accounting guidance related to the income statement presentation of extraordinary and unusual items. The amendment eliminates from U.S. GAAP the concept of extraordinary items. The guidance is effective for us in the first quarter of fiscal 2017. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.
In February 2015, the FASB issued updated guidance which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.
In April 2015, the FASB issued updated guidance intended to simplify, and provide consistency to, the presentation of debt issuance costs. The new standard requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In August 2015, the FASB issued updated guidance relating to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force meeting on the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. The updated guidance allows for the deferral and presentation of debt issuance costs as an asset which may be amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any related outstanding borrowings. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In September 2015, the FASB issued updated guidance to simplify measurement-period adjustments in business combinations. The updated guidance eliminated the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In November 2015, the FASB issued updated guidance as a part of its ongoing Simplification Initiative, with the objective of reducing complexity in accounting standards. The updated guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This guidance does not change the offsetting requirements for deferred tax liabilities and assets, which results in the presentation of one amount on the balance sheet. The guidance is effective for interim and annual reporting periods beginning December 15, 2016, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
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Table of Contents
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including the Managements Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements regarding future events and our future results that are subject to the safe harbor provisions created under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as expects, anticipates, targets, goals, projects, intends, plans, believes, seeks, estimates, continues, may, variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict, including those identified below under Part II, Item 1A. Risk Factors and elsewhere herein. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
GENERAL OVERVIEW
We are a leading provider of consulting, engineering, program management, and construction management services that focuses on addressing fundamental needs for water, environment, infrastructure, resource management, energy, and international development. We typically begin at the earliest stage of a project by identifying technical solutions to problems and developing execution plans tailored to our clients needs and resources. Our solutions may span the entire life cycle of consulting and engineering projects, and include applied science, research and technology, engineering, design, construction management, construction, operations and maintenance, and information technology. Our commitment to continuous improvement and investment in growth has diversified our client base, expanded our geographic reach, and increased the breadth and depth of our service offerings to address existing and emerging markets. We currently have approximately 16,000 staff worldwide, located primarily in North America.
We derive income from fees for professional, technical, program management, construction and construction management services. As primarily a service-based company, we are labor-intensive rather than capital-intensive. Our revenue is driven by our ability to attract and retain qualified and productive employees, identify business opportunities, secure new and renew existing client contracts, provide outstanding services to our clients and execute projects successfully. We provide our services to a diverse base of U.S. commercial and international clients, as well as U.S. federal and U.S. state and local government agencies. The following table presents the percentage of our revenue by client sector:
|
|
Three Months Ended |
|
|
|
December 27, 2015 |
|
December 28, 2014 |
|
Client Sector |
|
|
|
|
|
U.S. commercial |
|
33.6% |
|
29.9% |
|
International(1) |
|
24.2 |
|
25.3 |
|
U.S. federal government (2) |
|
29.4 |
|
32.0 |
|
U.S. state and local government |
|
12.8 |
|
12.8 |
|
|
|
100.0% |
|
100.0% |
|
|
|
|
|
|
|
(1) Includes revenue generated from foreign operations, primarily in Canada, and revenue generated from non-U.S. clients.
(2) Includes revenue generated under U.S. federal government contracts performed outside the United States.
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Table of Contents
Our reportable segments are as follows:
Water, Environment and Infrastructure. WEI provides consulting and engineering services worldwide for a broad range of water and infrastructure-related needs in both developed and emerging economies. WEI supports both public and private clients including federal, state/provincial, and local governments, and global and local commercial and industrial clients. The primary markets for WEIs services include water resources analysis and water management, environmental restoration, government consulting, and a broad range of civil infrastructure master planning and engineering design for facilities, transportation, and regional and local development. WEIs services span from early data collection and monitoring, to data analysis and information technology, to science and engineering applied research, to engineering design, to construction management and operations and maintenance.
Resource Management and Energy. RME provides consulting and engineering services worldwide for a broad range of resource management and energy needs. RME supports both private and public clients, including global industrial and commercial clients, U.S. federal agencies in large scale remediation, and major international development agencies. The primary markets for RMEs services include natural resources, energy, remediation, waste management, utilities and international development. RMEs services span from early data collection and monitoring, to data analysis and information technology, to science and engineering applied research, to engineering design, to construction management and operations and maintenance. RME supports EPCM for full service implementation of commercial projects.
Remediation and Construction Management. We report the results of the wind-down of our non-core construction activities in the RCM reportable segment. The remaining work performed in this segment will be substantially complete by the end of fiscal 2016.
The following table presents the percentage of our revenue by reportable segment:
|
|
Three Months Ended |
|
|
|
December 27, 2015 |
|
December 28, 2014 |
|
|
|
|
|
|
|
Reportable Segment |
|
|
|
|
|
WEI |
|
42.9% |
|
42.7% |
|
RME |
|
56.3 |
|
54.4 |
|
RCM |
|
3.7 |
|
5.9 |
|
Inter-segment elimination |
|
(2.9) |
|
(3.0) |
|
|
|
100.0% |
|
100.0% |
|
We provide services under three principal types of contracts: fixed-price, time-and-materials, and cost-plus. The following table presents the percentage of our revenue by contract type:
|
|
Three Months Ended |
|
|
|
December 27, 2015 |
|
December 28, 2014 |
|
|
|
|
|
|
|
Contract Type |
|
|
|
|
|
Fixed-price |
|
32.9% |
|
39.2% |
|
Time-and-materials |
|
48.9 |
|
41.3 |
|
Cost-plus |
|
18.2 |
|
19.5 |
|
|
|
100.0% |
|
100.0% |
|
Under fixed-price contracts, we receive a fixed price irrespective of the actual costs we incur. Under time-and-materials contracts, we are paid for labor at negotiated hourly billing rates and also paid for other expenses. Under cost-plus contracts, some of which are subject to contract ceiling amounts, we are reimbursed for allowable costs and fees, which may be fixed or performance-based. Profitability on our contracts is driven by billable headcount and our ability to manage our subcontractors, vendors, and material suppliers. A majority of our contract revenue and contract costs are recorded using the percentage-of-completion (cost-to-cost) method. Under this method, revenue is recognized in the ratio of contract costs incurred compared to total estimated contract costs. Revenue and profit on these contracts are subject to revision throughout the duration of the contracts and any required adjustments are made in the period in which the revisions become known. Losses on contracts are recorded in full as they are identified.
20
Table of Contents
Other contract costs include professional compensation and related benefits, together with certain direct and indirect overhead costs such as rents, utilities, and travel. Professional compensation represents a large portion of these costs. Our SG&A expenses are comprised primarily of marketing and bid and proposal costs, and our corporate headquarters costs related to the executive offices, finance, accounting, administration, and information technology. Our SG&A expenses also include a portion of stock-based compensation and depreciation of property and equipment related to our corporate headquarters, and the amortization of identifiable intangible assets. Most of these costs are unrelated to specific clients or projects, and can vary as expenses are incurred to support company-wide activities and initiatives.
We experience seasonal trends in our business. Our revenue and operating income are typically lower in the first half of our fiscal year, primarily due to the Thanksgiving, Christmas, and New Years holidays. Many of our clients employees, as well as our own employees, take vacations during these holiday periods. Further, seasonal inclement weather conditions occasionally cause some of our offices to close temporarily or may hamper our project field work. These occurrences result in fewer billable hours worked on projects and, correspondingly, less revenue recognized. Our revenue is typically higher in the second half of the fiscal year due to favorable weather conditions during spring and summer months that may result in higher billable hours. In addition, our revenue is typically higher in the fourth fiscal quarter due to the U.S. federal governments fiscal year-end spending.
ACQUISITIONS AND DIVESTITURES
Acquisitions. We continuously evaluate the marketplace for strategic acquisition opportunities. Due to our reputation, size, financial resources, geographic presence, and range of services, we have numerous opportunities to acquire privately and publicly held companies or selected portions of such companies. During our evaluation, we examine the effect an acquisition may have on our long-range business strategy and results of operations. Generally, we proceed with an acquisition if we believe that it would have a positive effect on future operations and could strategically expand our service offerings. As successful integration and implementation are essential to achieving favorable results, no assurance can be given that all acquisitions will provide accretive results. Our strategy is to position ourselves to address existing and emerging markets. We view acquisitions as a key component of our growth strategy, and we intend to use cash, debt, or securities, as we deem appropriate, to fund acquisitions. We may acquire other businesses that we believe are synergistic and will ultimately increase our revenue and net income, strengthen our ability to achieve our strategic goals, provide critical mass with existing clients, and further expand our lines of service. We typically pay a purchase price that results in the recognition of goodwill, generally representing the intangible value of a successful business with an assembled workforce specialized in our areas of interest.
For detailed information regarding acquisitions, see Note 3, Mergers and Acquisitions of the Notes to Condensed Consolidated Financial Statements.
Divestitures. To complement our acquisition strategy and our focus on internal growth, we regularly review and evaluate our existing operations to determine whether our business model should change through the divestiture of certain businesses. Accordingly, from time to time, we may divest certain non-core businesses and reallocate our resources to businesses that better align with our long-term strategic direction. We did not have any divestitures in the first quarters of fiscal 2016 and 2015.
OVERVIEW OF RESULTS AND BUSINESS TRENDS
General. In the first quarter of fiscal 2016, our revenue declined 3.5% compared to the prior-year quarter. This decline primarily resulted from adverse foreign exchange rate fluctuations as the U.S. dollar strengthened over the last 12 months against most of the foreign currencies in which we conduct our international business, particularly the Canadian dollar. In addition, our lower revenue reflects a reduction in construction activities compared to last years first quarter, which resulted from our decision in fiscal 2014 to exit from select fixed-price construction markets. On a constant currency basis, the revenue from our ongoing business, excluding RCM, increased 2.8% compared to the year-ago quarter.
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Table of Contents
U.S. Commercial. Our U.S. commercial business increased 8.4% in the first quarter of fiscal 2016 compared to the year-ago quarter. This growth primarily reflects increased waste management and environmental activities. We expect our U.S. commercial revenue to continue to show year-over-year improvement in fiscal 2016.
International. Our international business decreased 7.7% in the first quarter of fiscal 2016 compared to the same period last year due to foreign exchange rate fluctuations. Excluding the impact of foreign exchange, our international business grew 7.4% compared to the prior-year quarter. This growth reflects increased midstream oil and gas activities in Western Canada that were partially offset by lower upstream oil and gas revenue due to lower oil prices and continued weakness in our mining operations, particularly in Canada and South America. We anticipate stable international revenue in fiscal 2016 on a constant currency basis. However, if commodity prices continue to remain low or decrease further, our international business would likely be negatively impacted.
U.S. Federal Government. Our U.S. federal government business declined 11.1% in the first quarter of fiscal 2016 compared to the year-ago quarter. The aforementioned reduction in fixed-price construction activities in the RCM segment contributed to this decline. Excluding these activities, our U.S. federal government revenue decreased 7.2% in the first quarter of fiscal 2016 compared to the prior-year quarter. Additionally, we experienced reduced activity on projects for the U.S. Department of Defense (DoD), which more than offset increases in revenues from civilian federal projects. During periods of economic volatility, our U.S. federal government clients have historically been the most stable and predictable. We expect our U.S. federal revenue to be stable during the remainder of fiscal 2016, excluding the RCM segment.
U.S. State and Local Government. Our U.S. state and local government business decreased 3.9% in the first quarter of fiscal 2016 compared to the same period in fiscal 2015. The decline resulted from the aforementioned reduction in certain construction activities, especially those related to state transportation projects in the RCM segment. Excluding these activities, our U.S. state and local government revenue increased 3.3% in the current quarter compared to the year-ago quarter. Many state and local government agencies are experiencing improved financial conditions that enable them to address major long-term infrastructure requirements, including the need for maintenance, repair, and upgrading of existing critical infrastructure and the need to build new facilities. As a result, we experienced broad-based growth in U.S. state and local government project-related infrastructure revenue. We expect our U.S. state and local government business to continue to show growth during fiscal 2016, excluding the RCM segment.
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Table of Contents
RESULTS OF OPERATIONS
Consolidated Results of Operations
|
|
Three Months Ended |
|
|
|
December 27, |
|
December 28, |
|
Change |
|
|
|
2015 |
|
2014 |
|
$ |
|
% |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
560,708 |
|
|
$ |
581,056 |
|
|
$ |
(20,348 |
) |
|
(3.5 |
)% |
|
Subcontractor costs |
|
(139,752 |
) |
|
(143,976 |
) |
|
4,224 |
|
|
2.9 |
|
|
Revenue, net of subcontractor costs (1) |
|
420,956 |
|
|
437,080 |
|
|
(16,124 |
) |
|
(3.7 |
) |
|
Other costs of revenue |
|
(347,796 |
) |
|
(358,281 |
) |
|
10,485 |
|
|
2.9 |
|
|
Selling, general and administrative expenses |
|
(39,229 |
) |
|
(42,187 |
) |
|
2,958 |
|
|
7.0 |
|
|
Contingent consideration fair value adjustments |
|
(1,001 |
) |
|
|
|
|
(1,001 |
) |
|
(100.0 |
) |
|
Operating income |
|
32,930 |
|
|
36,612 |
|
|
(3,682 |
) |
|
(10.1 |
) |
|
Interest expense |
|
(1,660 |
) |
|
(1,790 |
) |
|
130 |
|
|
7.3 |
|
|
Income before income tax expense |
|
31,270 |
|
|
34,822 |
|
|
(3,552 |
) |
|
(10.2 |
) |
|
Income tax expense |
|
(8,030 |
) |
|
(9,176 |
) |
|
1,146 |
|
|
12.5 |
|
|
Net income including noncontrolling interests |
|
23,240 |
|
|
25,646 |
|
|
(2,406 |
) |
|
(9.4 |
) |
|
Net income attributable to noncontrolling interests |
|
(1 |
) |
|
(71 |
) |
|
70 |
|
|
98.6 |
|
|
Net income attributable to Tetra Tech |
|
$ |
23,239 |
|
|
$ |
25,575 |
|
|
$ |
(2,336 |
) |
|
(9.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) We believe that the presentation of Revenue, net of subcontractor costs, which is a non-GAAP financial measure, enhances investors ability to analyze our business trends and performance because it substantially measures the work performed by our employees. In the course of providing services, we routinely subcontract various services and, under certain U.S. Agency for International Development programs, issue grants. Generally, these subcontractor costs and grants are passed through to our clients and, in accordance with GAAP and industry practice, are included in our revenue when it is our contractual responsibility to procure or manage these activities. The grants are included as part of our subcontractor costs. Because subcontractor services can vary significantly from project to project and period to period, changes in revenue may not necessarily be indicative of our business trends. Accordingly, we segregate subcontractor costs from revenue to promote a better understanding of our business by evaluating revenue exclusive of costs associated with external service providers.
In the first quarter of fiscal 2016, revenue and revenue, net of subcontractor costs, decreased $20.3 million, or 3.5%, and $16.1 million, or 3.7%, respectively, compared to the same period last year. These declines reflect the above-described reduction in certain construction activities and the fluctuation in foreign exchange rates. Revenue and revenue, net of subcontractor costs, from these construction activities, which are reported in the RCM segment, declined $13.6 million and $3.4 million, respectively, in the first quarter of fiscal 2016 compared to the prior-year quarter. Revenue declines caused by foreign exchange rate fluctuations resulted from a stronger U.S. dollar versus most of the foreign currencies in which we conduct our international business, particularly the Canadian dollar. These fluctuations negatively impacted revenue and revenue, net of subcontractor costs, by $22.1 million and $19.9 million, respectively, in the first quarter of fiscal 2016 compared to the year-ago quarter.
On a constant currency basis, our revenue and revenue, net of subcontractor costs, excluding the exited activities in the RCM segment (referred to as ongoing results) increased 2.8% and 1.7%, respectively, in the first quarter of fiscal 2016 compared to the first quarter of fiscal 2015. These results reflect increased U.S. commercial and state and local government activity in our ongoing U.S. operations. On a combined basis, revenue and revenue, net of subcontractor costs, from these activities increased $16.6 million, or 7.1%, and $11.9 million, or 6.6%, respectively, in the first quarter of fiscal 2016 compared to the same period last year, primarily due to increased waste management, midstream oil and gas, and infrastructure activities. On a constant currency basis, our ongoing international revenue and revenue, net of subcontractor costs, increased $10.7 million, or 7.3%, and $2.4 million, or 1.8%, respectively, in the first quarter of fiscal 2016 compared to the year-ago quarter due to midstream oil and gas activities in Western Canada. These increases were partially offset by a decline in our U.S. federal activities. Our ongoing U.S. federal revenue and revenue, net of subcontractor costs, decreased $12.0 million and $7.2 million, respectively, in the first quarter of fiscal 2016 compared to the prior-year quarter, due primarily to less work for the DoD.
Our operating income decreased to $32.9 million in the first quarter of fiscal 2016 from $36.6 million in the first quarter of fiscal 2015. This decline reflects a $1.0 million loss related to a change in the estimated fair value of contingent earn-out liabilities in the first quarter of fiscal 2016. The loss from exited construction activities in our RCM segment was $5.2 million in the first quarter of fiscal 2016 compared to $3.4 million in the same period last year. The RCM results are described below under Remediation and Construction Management. Additionally, the aforementioned quarter-over-quarter foreign exchange rate fluctuations reduced operating income by $1.2 million in the first quarter of fiscal 2016 compared to last years first quarter. Excluding these non-operating items, ongoing operating income was approximately the same as the first quarter of last year.
23
Table of Contents
The following table reconciles our reported results to ongoing results, which exclude RCM results, purchase accounting adjustments, and the impact of foreign exchange translation:
|
|
Three Months Ended |
|
|
|
December 27, |
|
December 28, |
|
Change |
|
|
|
2015 |
|
2014 |
|
$ |
|
% |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
560,708 |
|
|
$ |
581,056 |
|
|
$ |
(20,348 |
) |
|
(3.5 |
)% |
|
Foreign exchange |
|
22,078 |
|
|
|
|
|
22,078 |
|
|
|
|
|
RCM |
|
(20,826 |
) |
|
(34,430 |
) |
|
13,604 |
|
|
|
|
|
Ongoing revenue |
|
561,960 |
|
|
546,626 |
|
|
15,334 |
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue, net of subcontractor cost |
|
420,956 |
|
|
437,080 |
|
|
(16,124 |
) |
|
(3.7 |
) |
|
Foreign exchange |
|
19,868 |
|
|
|
|
|
19,868 |
|
|
|
|
|
RCM |
|
(7,190 |
) |
|
(10,611 |
) |
|
3,421 |
|
|
|
|
|
Ongoing revenue, net of subcontractor costs |
|
433,634 |
|
|
426,469 |
|
|
7,165 |
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
32,930 |
|
|
36,612 |
|
|
(3,682 |
) |
|
(10.1 |
) |
|
Foreign exchange |
|
1,168 |
|
|
|
|
|
1,168 |
|
|
|
|
|
Contingent consideration fair value adjustments |
|
1,001 |
|
|
|
|
|
1,001 |
|
|
|
|
|
Subtotal |
|
35,099 |
|
|
36,612 |
|
|
(1,513 |
) |
|
(4.1 |
) |
|
RCM |
|
5,282 |
|
|
3,420 |
|
|
1,862 |
|
|
|
|
|
Ongoing operating income |
|
$ |
40,381 |
|
|
$ |
40,032 |
|
|
$ |
349 |
|
|
0.9 |
|
|
In the first quarter of fiscal 2016, we recorded income tax expense of $8.0 million, representing an effective tax rate of 25.7%, compared to $9.2 million, representing and effective tax rate of 26.4%, in the first quarter of fiscal 2015. During the first quarter of fiscal 2016, the PATH Act of 2015 was signed into law. This law permanently extended the R&E Credits retroactive to January 1, 2015. Our income tax expense for the first quarter of fiscal 2016 included a tax benefit of $2.0 million attributable to operating income during the last nine months of fiscal 2015 related to the retroactive recognition of the R&E Credits. Our income tax expense for the first quarter of fiscal 2015 included a similar retroactive tax benefit of $1.2 million attributable to operating income during the last nine months of fiscal 2014.
Segment Results of Operations
Water, Environment and Infrastructure
|
|
Three Months Ended |
|
|
|
December 27, |
|
December 28, |
|
Change |
|
|
|
2015 |
|
2014 |
|
$ |
|
% |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
240,383 |
|
|
$ |
247,797 |
|
|
$ |
(7,414 |
) |
|
(3.0 |
)% |
|
Subcontractor costs |
|
(60,962 |
) |
|
(51,683 |
) |
|
(9,279 |
) |
|
18.0 |
|
|
Revenue, net of subcontractors costs |
|
$ |
179,421 |
|
|
$ |
196,114 |
|
|
$ |
(16,693 |
) |
|
(8.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
20,030 |
|
|
$ |
21,513 |
|
|
$ |
(1,484 |
) |
|
(6.9 |
) |
|
Revenue and revenue, net of subcontractor costs, decreased $7.4 million and $16.7 million, respectively, in the first quarter of fiscal 2016 compared to the same period last year. As described above, foreign exchange rate fluctuations negatively impacted revenue and revenue, net of subcontractor costs, in the amounts of $8.9 million and $8.1 million, respectively, for the first quarter of fiscal 2016 compared to the year-ago quarter. On a constant currency basis, our revenue increased 0.6% and our revenue, net of subcontractor costs, decreased 4.4% compared to the first quarter of fiscal 2015. The decline in revenue, net of subcontractor costs, resulted primarily from reduced U.S. federal work with the DoD.
24
Table of Contents
Operating income decreased $1.5 million in the first quarter of fiscal 2016 compared the same period last year. On a constant currency basis, our operating income decreased $1.1 million, or 5.3%, compared to the first quarter of fiscal 2015. This decrease was caused primarily by favorable adjustments on projects completed in the first quarter of fiscal 2015 with U.S. federal and international clients.
Resource Management and Energy
|
|
Three Months Ended |
|
|
|
December 27, |
|
December 28, |
|
Change |
|
|
|
2015 |
|
2014 |
|
$ |
|
% |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
315,717 |
|
|
$ |
316,276 |
|
|
$ |
(559 |
) |
|
(0.2 |
)% |
|
Subcontractor costs |
|
(81,372 |
) |
|
(85,921 |
) |
|
4,549 |
|
|
(5.3 |
) |
|
Revenue, net of subcontractors costs |
|
$ |
234,345 |
|
|
$ |
230,355 |
|
|
$ |
3,990 |
|
|
1.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
$ |
25,443 |
|
|
$ |
26,039 |
|
|
$ |
(596 |
) |
|
(2.3 |
) |
|
Revenue decreased $0.6 million and revenue, net of subcontractor costs, increased $4.0 million in the first quarter of fiscal 2016 compared to the year-ago quarter. Foreign exchange rate fluctuations had an adverse impact on revenue and revenue, net of subcontractor costs, during the first quarter of fiscal 2016 in the amounts of $13.6 million and $11.7 million, respectively. On a constant currency basis, revenue and revenue, net of subcontractor costs, increased $13.1 million, or 4.1%, and $15.7 million, or 6.8%, respectively, in the first quarter of fiscal 2016 compared to the same period last year. These increases primarily reflect increased waste management activity and midstream oil and gas revenue in both the U.S. and Western Canada.
Operating income decreased $0.6 million in the first quarter of fiscal 2016 compared to the first quarter of fiscal 2015 including the adverse impact of foreign currency fluctuations. On a constant currency basis, operating income increased $0.6 million, or 2.2%, compared to last years first quarter. This increase reflects improved profits in our waste management and midstream oil and gas businesses that were partially offset by declines in our other commodity-based activities, including upstream oil and gas and mining-related services.
Remediation and Construction Management
|
|
Three Months Ended |
|
|
|
December 27, |
|
December 28, |
|
Change |
|
|
|
2015 |
|
2014 |
|
$ |
|
% |
|
|
|
($ in thousands) |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
20,826 |
|
|
$ |
34,430 |
|
|
$ |
(13,604 |
) |
|
(39.5 |
)% |
|
Subcontractor costs |
|
(13,636 |
) |
|
(23,819 |
) |
|
10,183 |
|
|
(42.8 |
) |
|
Revenue, net of subcontractors costs |
|
$ |
7,190 |
|
|
$ |
10,611 |
|
|
$ |
(3,421 |
) |
|
(32.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
$ |
(5,282 |
) |
|
$ |
(3,420 |
) |
|
$ |
(1,862 |
) |
|
(54.4 |
) |
|
Revenue and revenue, net of subcontractor costs, decreased $13.6 million and $3.4 million, respectively, in the first quarter of fiscal 2016 compared to the year-ago period. These decreases resulted from our decision to wind-down the RCM construction activities. The operating loss in the first quarter of fiscal 2016 includes $7.9 million of losses related to uncollectible accounts receivable, including claims. This loss was partially offset by a gain of $4.6 million resulting from the settlement of a claim with a U.S. federal government client for work completed in fiscal 2013. The remaining RCM backlog at the end of the first quarter of 2016 was $53 million. The related work to be performed in this segment will be substantially complete by the end of fiscal 2016.
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Table of Contents
Financial Condition, Liquidity and Capital Resources
Capital Requirements. Our primary sources of liquidity are cash flows from operations and borrowings under our credit facilities. Our primary uses of cash are to fund working capital, capital expenditures, stock repurchases, cash dividends and repayment of debt, as well as to fund acquisitions and earn-out obligations from prior acquisitions. We believe that our existing cash and cash equivalents, operating cash flows and borrowing capacity under our credit agreement as described below will be sufficient to meet our capital requirements for at least the next 12 months. On November 10, 2014, the Board of Directors authorized a stock repurchase program under which we may repurchase up to $200 million of our common stock over the succeeding two years. On November 9 2015, the Board of Directors declared a quarterly cash dividend of $0.08 per share payable on December 11, 2015 to stockholders of record as of the close of business on November 30, 2015.
We use a variety of tax planning and financing strategies to manage our worldwide cash and deploy funds to locations where they are needed. We also indefinitely reinvest our foreign earnings, and our current plans do not demonstrate a need to repatriate these earnings. Should we require additional capital in the United States, we may elect to repatriate these foreign funds or raise capital in the United States through debt or equity. If we were to repatriate these foreign funds, we would be required to accrue and pay additional U.S. taxes less applicable foreign tax credits.
As of December 27, 2015, cash and cash equivalents were $125.1 million, a decrease of $10.2 million compared to the fiscal 2015 year-end. The decrease was due to cash used for share repurchases, capital expenditures and dividends, partially offset by cash provided by operating activities.
Operating Activities. For the first quarter of fiscal 2016, net cash provided by operating activities was $23.6 million, an increase of $18.2 million compared to the prior-year quarter. The increase primarily reflects strong collections on accounts receivable including claims.
Investing Activities. For the first quarter of fiscal 2016, net cash used in investing activities was $2.5 million, an increase of $0.6 million compared to the year-ago quarter. The increase resulted from lower proceeds from the sale of property and equipment, partially offset by reduced capital expenditures.
Financing Activities. For the first quarter of fiscal 2016, net cash used in financing activities was $29.3 million, an increase of $4.0 million compared to the prior-year period. The increase was primarily due to a $4.8 million increase in common stock repurchases.
Subsequent Events. On January 25, 2016, the Board of Directors declared a quarterly cash dividend of $0.08 per share payable on February 26, 2016 to stockholders of record as of the close of business on February 12, 2016. On January 19, 2016, we announced that our off-market takeover bid for all of the outstanding shares of Coffey was free from all conditions required to close the purchase. The payment for the shares will occur in the second quarter of fiscal 2016, with a purchase price of approximately $76 million for 100% of the shares.
Debt Financing. On May 7, 2013, we entered into a credit agreement that provided for a $205 million term loan facility and a $460 million revolving credit facility both maturing in May 2018. On May 29, 2015, we entered into a third amendment to our credit agreement (as amended, the Credit Agreement) that extended the maturity date for the term loan and the revolving credit facility to May 2020. The Credit Agreement is a $654.8 million senior secured, five-year facility that provides for a $194.8 million term loan facility (the Term Loan Facility) and a $460 million revolving credit facility (the Revolving Credit Facility). The Credit Agreement allows us to, among other things, finance certain permitted open market repurchases of our common stock, permitted acquisitions, and cash dividends and distributions. The Revolving Credit Facility includes a $150 million sublimit for the issuance of standby letters of credit, a $20 million sublimit for swingline loans, and a $150 million sublimit for multicurrency borrowings. The interest rate provisions of the term loan and the revolving credit facility did not materially change.
The Term Loan Facility is subject to quarterly amortization of principal, with $10.3 million payable in year 1, and $15.4 million payable in years 2 through 5. The Term Loan may be prepaid at any time without penalty. We may borrow on the Revolving Credit Facility, at our option, at either (a) a Eurocurrency rate plus a margin that ranges from 1.15% to 2.00% per annum, or (b) a base rate for loans in U.S. dollars (the highest of the U.S. federal funds rate plus 0.50% per annum, the banks prime rate or the Eurocurrency rate plus 1.00%) plus a margin that ranges from 0.15% to 1.00% per annum. In each case, the applicable margin is based on our Consolidated Leverage Ratio, calculated quarterly. The Term Loan Facility is subject to the same interest rate provisions. The interest rate of the Term Loan Facility at the date of inception was 1.57%. The Credit Agreement expires on May 29, 2020, or earlier at our discretion upon payment in full of loans and other obligations.
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Table of Contents
As of December 27, 2015, we had $189.6 million in outstanding borrowings under the Credit Agreement, which was comprised entirely of the Term Loan Facility at a weighted-average interest rate of 1.56% per annum. In addition, we had $1.3 million in standby letters of credit under the Credit Agreement. Our average effective weighted-average interest rate on borrowings outstanding at December 27, 2015 under the Credit Agreement, including the effects of interest rate swap agreements described in Note 13, Derivative Financial Instruments of the Notes to Condensed Consolidated Financial Statements, was 2.69%. At December 27, 2015, we had $458.7 million of available credit under the Revolving Credit Facility, of which $380.9 million could be borrowed without a violation of our debt covenants. In addition, we entered into agreements with three banks to issue up to $53 million in standby letters of credit. The aggregate amount of standby letters of credit outstanding under these additional facilities and other bank guarantees was $25 million, of which $3.4 million was issued in currencies other than the U.S. dollar.
The Credit Agreement contains certain affirmative and restrictive covenants, and customary events of default. The financial covenants provide for a maximum Consolidated Leverage Ratio of 3.00 to 1.00 (total funded debt/EBITDA, as defined in the Credit Agreement) and a minimum Consolidated Fixed Charge Coverage Ratio of 1.25 to 1.00 (EBITDA, as defined in the Credit Agreement minus capital expenditures/cash interest plus taxes plus principal payments of indebtedness including capital leases, notes and post-acquisition payments).
At December 27, 2015, we were in compliance with these covenants with a consolidated leverage ratio of 1.10x and a consolidated fixed charge coverage ratio of 3.64x. Our obligations under the Credit Agreement are guaranteed by certain of our subsidiaries and are secured by first priority liens on (i) the equity interests of certain of our subsidiaries, including those subsidiaries that are guarantors or borrowers under the Credit Agreement, and (ii) our accounts receivable, general intangibles and intercompany loans, and those of our subsidiaries that are guarantors or borrowers.
Inflation. We believe our operations have not been, and, in the foreseeable future, are not expected to be, materially adversely affected by inflation or changing prices due to the average duration of our projects and our ability to negotiate prices as contracts end and new contracts begin.
Dividends. Our Board of Directors has authorized the following dividends:
|
|
Dividend Per Share |
|
Record Date |
|
Total Maximum Payment |
|
Payment Date |
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
November 10, 2014 |
|
$ |
0.07 |
|
November 26, 2014 |
|
$ |
4,372 |
|
December 15, 2014 |
January 26, 2015 |
|
$ |
0.07 |
|
February 11, 2015 |
|
$ |
4,258 |
|
February 26, 2015 |
April 27, 2015 |
|
$ |
0.08 |
|
May 14, 2015 |
|
$ |
4,810 |
|
May 29, 2015 |
July 27, 2015 |
|
$ |
0.08 |
|
August 17, 2015 |
|
$ |
4,799 |
|
September 4, 2015 |
November 9, 2015 |
|
$ |
0.08 |
|
November 30, 2015 |
|
$ |
4,713 |
|
December 11, 2015 |
January 25, 2016 |
|
$ |
0.08 |
|
February 12, 2016 |
|
N/A |
|
February 26, 2016 |
Income Taxes
We review the realizability of deferred tax assets on a quarterly basis by assessing the need for a valuation allowance. As of December 27, 2015, we performed our assessment of net deferred tax assets. Significant management judgment is required in determining the provision for income taxes and, in particular, any valuation allowance recorded against our deferred tax assets. Applying the applicable accounting guidance requires an assessment of all available evidence, positive and negative, regarding the realizability of the net deferred tax assets. Based upon recent results, we concluded that a cumulative loss in recent years exists in certain foreign jurisdictions. We have historically relied on the following factors in our assessment of the realizability of our net deferred tax assets:
· taxable income in prior carryback years as permitted under the tax law;
· future reversals of existing taxable temporary differences;
· consideration of available tax planning strategies and actions that could be implemented, if necessary; and
· estimates of future taxable income from our operations.
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Table of Contents
We considered these factors in our estimate of the reversal pattern of deferred tax assets, using assumptions that we believe are reasonable and consistent with operating results. However, as a result of projected cumulative pre-tax losses in certain foreign jurisdictions for the 36 months ending December 30, 2018, we concluded that our estimates of future taxable income and certain tax planning strategies did not constitute sufficient positive evidence to assert that it is more likely than not that certain deferred tax assets would be realizable before expiration. Based on our assessment, we concluded that it is more likely than not that the assets will be realized except for the assets related to loss carry-forwards in foreign jurisdictions for which a valuation allowance of $8.3 million has been provided in prior years.
Off-Balance Sheet Arrangements
In the ordinary course of business, we may use off-balance sheet arrangements if we believe that such an arrangement would be an efficient way to lower our cost of capital or help us manage the overall risks of our business operations. We do not believe that such arrangements have had a material adverse effect on our financial position or our results of operations.
The following is a summary of our off-balance sheet arrangements:
· Letters of credit and bank guarantees are used primarily to support project performance and insurance programs. We are required to reimburse the issuers of letters of credit and bank guarantees for any payments they make under the outstanding letters of credit or bank guarantees. Our Credit Agreement and additional letter of credit facilities cover the issuance of our standby letters of credit and bank guarantees and are critical for our normal operations. If we default on the Credit Agreement or additional credit facilities, our inability to issue or renew standby letters of credit and bank guarantees would impair our ability to maintain normal operations. At December 27, 2015, we had $1.3 million in standby letters of credit outstanding under our Credit Agreement and $23.7 million in standby letters of credit outstanding under our additional letter of credit facilities.
· From time to time, we provide guarantees and indemnifications related to our services. If our services under a guaranteed or indemnified project are later determined to have resulted in a material defect or other material deficiency, then we may be responsible for monetary damages or other legal remedies. When sufficient information about claims on guaranteed or indemnified projects is available and monetary damages or other costs or losses are determined to be probable, we recognize such guaranteed losses.
· In the ordinary course of business, we enter into various agreements as part of certain unconsolidated subsidiaries, joint ventures, and other jointly executed contracts where we are jointly and severally liable. We enter into these agreements primarily to support the project execution commitments of these entities. The potential payment amount of an outstanding performance guarantee is typically the remaining cost of work to be performed by or on behalf of third parties under engineering and construction contracts. However, we are not able to estimate other amounts that may be required to be paid in excess of estimated costs to complete contracts and, accordingly, the total potential payment amount under our outstanding performance guarantees cannot be estimated. For cost-plus contracts, amounts that may become payable pursuant to guarantee provisions are normally recoverable from the client for work performed under the contract. For lump sum or fixed-price contracts, this amount is the cost to complete the contracted work less amounts remaining to be billed to the client under the contract. Remaining billable amounts could be greater or less than the cost to complete. In those cases where costs exceed the remaining amounts payable under the contract, we may have recourse to third parties, such as owners, co-venturers, subcontractors or vendors, for claims.
· In the ordinary course of business, our clients may request that we obtain surety bonds in connection with contract performance obligations that are not required to be recorded in our consolidated balance sheets. We are obligated to reimburse the issuer of our surety bonds for any payments made thereunder. Each of our commitments under performance bonds generally ends concurrently with the expiration of our related contractual obligation.
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Table of Contents
Critical Accounting Policies
Our critical accounting policies are disclosed in our Annual Report on Form 10-K for the fiscal year ended September 27, 2015. To date, there have been no material changes in our critical accounting policies as reported in our 2015 Annual Report on Form 10-K.
New Accounting Pronouncements
For information regarding recent accounting pronouncements, see Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report.
Financial Market Risks
We do not enter into derivative financial instruments for trading or speculation purposes. In the normal course of business, we have exposure to both interest rate risk and foreign currency transaction and translation risk, primarily related to the Canadian dollar (CAD).
We are exposed to interest rate risk under our Credit Agreement. We can borrow, at our option, under both the Term Loan Facility and Revolving Credit Facility. We may borrow on the Revolving Credit Facility, at our option, at either (a) a Eurocurrency rate plus a margin that ranges from 1.15% to 2.00% per annum, or (b) a base rate for loans in U.S. dollars (the highest of the U.S. federal funds rate plus 0.50% per annum, the banks prime rate or the Eurocurrency rate plus 1.00%) plus a margin that ranges from 0.15% to 1.00% per annum. Borrowings at the base rate have no designated term and may be repaid without penalty any time prior to the Facilitys maturity date. Borrowings at a Eurodollar rate have a term no less than 30 days and no greater than 90 days. Typically, at the end of such term, such borrowings may be rolled over at our discretion into either a borrowing at the base rate or a borrowing at a Eurodollar rate with similar terms, not to exceed the maturity date of the Facility. The Facility matures on May 29, 2020. At December 27, 2015 we had borrowings outstanding under the Credit Agreement of $189.6 million at a weighted-average interest rate of 1.56% per annum.
In fiscal 2013, we entered into three interest rate swap agreements with three banks to fix the variable interest rate on $153.8 million of our Term Loan Facility. In fiscal 2014, we entered into two interest rate swap agreements with two banks to fix the variable interest rate on $51.3 million of our Term Loan Facility. The objective of these interest rate swaps was to eliminate the variability of our cash flows on the amount of interest expense we pay under our Credit Agreement. Our average effective interest rate on borrowings outstanding under the Credit Agreement, including the effects of interest rate swap agreements, at December 27, 2015 was 2.69%. For more information, see Note 13, Derivative Financial Instruments of the Notes to Condensed Consolidated Financial Statements.
Most of our transactions are in U.S. dollars; however, some of our subsidiaries conduct business in foreign currencies, primarily the CAD. Therefore, we are subject to currency exposure and volatility because of currency fluctuations. We attempt to minimize our exposure to these fluctuations by matching revenue and expenses in the same currency for our contracts. Foreign currency gains and losses were immaterial for both the first quarter of fiscal 2016 and the prior-year quarter. Foreign currency gains and losses are reported as part of Selling, general and administrative expenses in our condensed consolidated statements of income.
We have foreign currency exchange rate exposure in our results of operations and equity primarily as a result of the currency translation related to our Canadian subsidiaries where the local currency is the functional currency. To the extent the U.S. dollar strengthens against the CAD, the translation of these foreign currency denominated transactions will result in reduced revenue, operating expenses, assets and liabilities. Similarly, our revenue, operating expenses, assets and liabilities will increase if the U.S. dollar weakens against the CAD. For the first quarters of 2016 and 2015, 24.2% and 25.3% of our consolidated revenue, respectively, was generated by our international business, and such revenue was primarily denominated in CAD. For the first quarter of fiscal 2016, the effect of foreign exchange rate translation on the consolidated balance sheets was a reduction in equity of $16.5 million compared to a reduction in equity of $24.5 million in the first quarter of fiscal 2015. These amounts were recognized as an adjustment to equity through other comprehensive income.
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Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Please refer to the information we have included under the heading Financial Market Risks in Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations, which is incorporated herein by reference.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures and changes in internal control over financial reporting. As of December 27, 2015, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on our managements evaluation (with the participation of our principal executive officer and principal financial officer), our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), were effective.
Changes in internal control over financial reporting. There was no change in our internal control over financial reporting during our first quarter of fiscal 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to certain claims and lawsuits typically filed against the engineering, consulting and construction profession, alleging primarily professional errors or omissions. We carry professional liability insurance, subject to certain deductibles and policy limits, against such claims. However, in some actions, parties are seeking damages that exceed our insurance coverage or for which we are not insured. While management does not believe that the resolution of these claims will have a material adverse effect, individually or in aggregate, on our financial position, results of operations or cash flows, management acknowledges the uncertainty surrounding the ultimate resolution of these matters.
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Table of Contents
Item 1A. Risk Factors
We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect our operations. Set forth below and elsewhere in this report and in other documents we file with the SEC are descriptions of the risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report. Additional risks we do not yet know of or that we currently think are immaterial may also affect our business operations. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected.
Continuing worldwide political and economic uncertainties may adversely affect our revenue and profitability.
The last several years have been periodically marked by concerns including but not limited to decreased consumer confidence, the lingering effects of international conflicts, energy costs and inflation. Although certain indices and economic data have shown signs of stabilization in the United States and certain global markets, there can be no assurance that these improvements will be broad-based or sustainable. This instability can make it extremely difficult for our clients, our vendors and us to accurately forecast and plan future business activities, and could cause constrained spending on our services, delays and a lengthening of our business development efforts and/or difficulty in collection of our accounts receivable. Further, ongoing economic instability in the global markets could limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing business conditions or new opportunities. Accordingly, if worldwide political and economic uncertainties continue or worsen, our business, results of operations and financial condition could be materially and adversely affected.
Our annual revenue, expenses, and operating results may fluctuate significantly, which may adversely affect our stock price.
Our annual revenue, expenses, and operating results may fluctuate significantly because of numerous factors, some of which may contribute to more pronounced fluctuations in an uncertain global economic environment. These factors include:
· loss of key employees;
· the number and significance of client contracts commenced and completed during a quarter;
· creditworthiness and solvency of clients;
· the ability of our clients to terminate contracts without penalties;
· general economic or political conditions;
· unanticipated changes in contract performance that may affect profitability, particularly with contracts that are fixed-price or have funding limits;
· contract negotiations on change orders, requests for equitable adjustment, and collections of related billed and unbilled accounts receivable;
· seasonality of the spending cycle of our public sector clients, notably the U.S. federal government, the spending patterns of our commercial sector clients, and weather conditions;
· budget constraints experienced by our U.S. federal, and state and local government clients;
· integration of acquired companies;
· changes in contingent consideration related to acquisition earn-outs;
· divestiture or discontinuance of operating units;
· employee hiring, utilization and turnover rates;
· delays incurred in connection with a contract;
· the size, scope and payment terms of contracts;
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Table of Contents
· the timing of expenses incurred for corporate initiatives;
· reductions in the prices of services offered by our competitors;
· threatened or pending litigation;
· legislative and regulatory enforcement policy changes that may affect demand for our services;
· the impairment of goodwill or identifiable intangible assets;
· the fluctuation of a foreign currency exchange rate;
· stock-based compensation expense;
· actual events, circumstances, outcomes, and amounts differing from judgments, assumptions, and estimates used in determining the value of certain assets (including the amounts of related valuation allowances), liabilities, and other items reflected in our condensed consolidated financial statements;
· success in executing our strategy and operating plans;
· changes in tax laws or regulations or accounting rules;
· results of income tax examinations;
· the timing of announcements in the public markets regarding new services or potential problems with the performance of services by us or our competitors, or any other material announcements;
· speculation in the media and analyst community, changes in recommendations or earnings estimates by financial analysts, changes in investors or analysts valuation measures for our stock, and market trends unrelated to our stock; and
· continued volatility in the financial and commodity markets.
As a consequence, operating results for a particular future period are difficult to predict and, therefore, prior results are not necessarily indicative of results to be expected in future periods. Any of the foregoing factors, or any other factors discussed elsewhere herein, could have a material adverse effect on our business, results of operations and financial condition that could adversely affect our stock price.
Demand for our services is cyclical and vulnerable to economic downturns. If economic growth slows, government fiscal conditions worsen, or client spending declines further, then our revenue, profits and financial condition may deteriorate.
Demand for our services is cyclical, and vulnerable to economic downturns and reductions in government and private industry spending. Such downturns or reductions may result in clients delaying, curtailing or canceling proposed and existing projects. Our business traditionally lags the overall recovery in the economy; therefore, our business may not recover immediately when the economy improves. If economic growth slows, government fiscal conditions worsen, or client spending declines further, then our revenue, profits and overall financial condition may deteriorate. Our government clients may face budget deficits that prohibit them from funding new or existing projects. In addition, our existing and potential clients may either postpone entering into new contracts or request price concessions. Difficult financing and economic conditions may cause some of our clients to demand better pricing terms or delay payments for services we perform, thereby increasing the average number of days our receivables are outstanding, and the potential of increased credit losses of uncollectible invoices. Further, these conditions may result in the inability of some of our clients to pay us for services that we have already performed. If we are not able to reduce our costs quickly enough to respond to the revenue decline from these clients, our operating results may be adversely affected. Accordingly, these factors affect our ability to forecast our future revenue and earnings from business areas that may be adversely impacted by market conditions.
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Table of Contents
We derive revenue from companies in the mining industry, which is a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility of prices for commodities. If economic growth slows or global demand for commodities declines further, then our revenue, profits and financial condition may deteriorate.
The businesses of our global mining clients are, to varying degrees, cyclical and have experienced declines over the last two years due to lower global growth expectations and the associated decline in market prices. For example, depending on the market prices of uranium, precious metals, aluminum, copper, iron ore, and potash, our mining company clients may cancel or curtail their mining projects, which could result in a corresponding decline in the demand for our services among these clients. Accordingly, the cyclical nature of the mining industry could have a material adverse effect on our business, operating results or financial condition. As an example, in the fourth quarter of fiscal 2015, the mining sector continued to contract in response to lower global growth expectations driven in large part by Chinas actual and projected slower economic growth. Consistent with this trend, our mining customers continued their curtailment of capital spending for new mining projects. As a result, we experienced a 25% decline in our global mining revenue in the fourth quarter of fiscal 2015 compared to the same period of fiscal 2014. As a result of this financial performance, and our revised forecasts beyond fiscal 2015, we wrote-off all of our mining-related goodwill and identifiable intangible assets and recorded a related impairment charge of $60.8 million ($57.3 million after-tax) in the fourth quarter of fiscal 2015.
Demand for our oil and gas services fluctuates and a decline in demand could adversely affect our revenue, profits and financial condition.
Demand for our oil and gas services fluctuates, and we depend on our customers willingness to make future expenditures to explore for, develop, produce and transport oil and natural gas in the United States and Canada. Our customers willingness to undertake these activities depends largely upon prevailing industry conditions that are influenced by numerous factors over which we have no control, including:
· prices, and expectations about future prices, of oil and natural gas;
· domestic and foreign supply of and demand for oil and natural gas;
· the cost of exploring for, developing, producing and delivering oil and natural gas;
· transportation capacity, including but not limited to train transportation capacity and its future regulation;
· available pipeline, storage and other transportation capacity;
· availability of qualified personnel and lead times associated with acquiring equipment and products;
· federal, state, provincial and local regulation of oilfield activities;
· environmental concerns regarding the methods our customers use to produce hydrocarbons;
· the availability of water resources and the cost of disposal and recycling services; and
· seasonal limitations on access to work locations.
Anticipated future prices for natural gas and crude oil are a primary factor affecting spending by our customers. Lower prices or volatility in prices for oil and natural gas typically decrease spending, which can cause rapid and material declines in demand for our services and in the prices we are able to charge for our services. In addition, the reduced spending in the development of the Canadian oil sands could be further adversely affected by the denial of the proposed Keystone XL pipeline project application by the U.S. federal government. Worldwide political, economic, military and terrorist events, as well as natural disasters and other factors beyond our control, contribute to oil and natural gas price levels and volatility and are likely to continue to do so in the future.
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We derive a substantial amount of our revenue from U.S. federal, state and local government agencies, and any disruption in government funding or in our relationship with those agencies could adversely affect our business.
In the first quarter of fiscal 2016, we generated 42.2% of our revenue from contracts with U.S. federal, and state and local government agencies. A significant amount of this revenue is derived under multi-year contracts, many of which are appropriated on an annual basis. As a result, at the beginning of a project, the related contract may be only partially funded, and additional funding is normally committed only as appropriations are made in each subsequent year. These appropriations, and the timing of payment of appropriated amounts, may be influenced by numerous factors as noted below. Our backlog includes only the projects that have funding appropriated.
The demand for our U.S. government-related services is generally driven by the level of government program funding. Accordingly, the success and further development of our business depends, in large part, upon the continued funding of these U.S. government programs, and upon our ability to obtain contracts and perform well under these programs. There are several factors that could materially affect our U.S. government contracting business. These and other factors could cause U.S. government agencies to delay or cancel programs, to reduce their orders under existing contracts, to exercise their rights to terminate contracts or not to exercise contract options for renewals or extensions. Such factors, which include the following, could have a material adverse effect on our revenue or the timing of contract payments from U.S. government agencies:
· the failure of the U.S. government to complete its budget and appropriations process before its fiscal year-end, which would result in the funding of government operations by means of a continuing resolution that authorizes agencies to continue to operate but does not authorize new spending initiatives. As a result, U.S. government agencies may delay the procurement of services;
· changes in and delays or cancellations of government programs, requirements or appropriations;
· budget constraints or policy changes resulting in delay or curtailment of expenditures related to the services we provide;
· re-competes of government contracts;
· the timing and amount of tax revenue received by federal, and state and local governments, and the overall level of government expenditures;
· curtailment in the use of government contracting firms;
· delays associated with insufficient numbers of government staff to oversee contracts;
· the increasing preference by government agencies for contracting with small and disadvantaged businesses;
· competing political priorities and changes in the political climate with regard to the funding or operation of the services we provide;
· the adoption of new laws or regulations affecting our contracting relationships with the federal, state or local governments;
· unsatisfactory performance on government contracts by us or one of our subcontractors, negative government audits or other events that may impair our relationship with federal, state or local governments;
· a dispute with or improper activity by any of our subcontractors; and
· general economic or political conditions.
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As a U.S. government contractor, we must comply with various procurement laws and regulations and are subject to regular government audits; a violation of any of these laws and regulations or the failure to pass a government audit could result in sanctions, contract termination, forfeiture of profit, harm to our reputation or loss of our status as an eligible government contractor and could reduce our profits and revenue.
We must comply with and are affected by U.S. federal, state, local, and foreign laws and regulations relating to the formation, administration and performance of government contracts. For example, we must comply with Federal Acquisition on Regulation (FAR), the Truth in Negotiations Act, Cost Accounting Standards (CAS), the American Recovery and Reinvestment Act of 2009, the Services Contract Act, and the U.S. Department of Defense security regulations, as well as many other rules and regulations. In addition, we must also comply with other government regulations related to employment practices, environmental protection, health and safety, tax, accounting, and anti-fraud measures, as well as many others regulations in order to maintain our government contractor status. These laws and regulations affect how we do business with our clients and, in some instances, impose additional costs on our business operations. Although we take precautions to prevent and deter fraud, misconduct, and non-compliance, we face the risk that our employees or outside partners may engage in misconduct, fraud, or other improper activities. U.S. government agencies, such as the Defense Contract Audit Agency (DCAA), routinely audit and investigate government contractors. These government agencies review and audit a government contractors performance under its contracts and cost structure, and evaluate compliance with applicable laws, regulations, and standards. In addition, during the course of its audits, the DCAA may question our incurred project costs. If the DCAA believes we have accounted for such costs in a manner inconsistent with the requirements for FAR or CAS, the DCAA auditor may recommend to our U.S. government corporate administrative contracting officer that such costs be disallowed. Historically, we have not experienced significant disallowed costs as a result of government audits. However, we can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future. In addition, U.S. government contracts are subject to various other requirements relating to the formation, administration, performance, and accounting for these contracts. We may also be subject to qui tam litigation brought by private individuals on behalf of the U.S. government under the Federal Civil False Claims Act, which could include claims for treble damages. U.S. government contract violations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit, and/or suspension of payment, any of which could make us lose our status as an eligible government contractor. We could also suffer serious harm to our reputation. Any interruption or termination of our U.S. government contractor status could reduce our profits and revenue significantly.
Our inability to win or renew U.S. government contracts during regulated procurement processes could harm our operations and significantly reduce or eliminate our profits.
U.S. government contracts are awarded through a regulated procurement process. The U.S. federal government has increasingly relied upon multi-year contracts with pre-established terms and conditions, such as indefinite delivery/indefinite quantity (IDIQ) contracts, which generally require those contractors who have previously been awarded the IDIQ to engage in an additional competitive bidding process before a task order is issued. As a result, new work awards tend to be smaller and of shorter duration, since the orders represent individual tasks rather than large, programmatic assignments. In addition, we believe that there has been an increase in the award of federal contracts based on a low-price, technically acceptable criteria emphasizing price over qualitative factors, such as past performance. As a result, pricing pressure may reduce our profit margins on future federal contracts. The increased competition and pricing pressure, in turn, may require us to make sustained efforts to reduce costs in order to realize revenue, and profits under government contracts. If we are not successful in reducing the amount of costs we incur, our profitability on government contracts will be negatively impacted. In addition, the U.S. federal government has scaled back outsourcing of services in favor of insourcing jobs to its employees, which could reduce our revenue. Moreover, even if we are qualified to work on a government contract, we may not be awarded the contract because of existing government policies designed to protect small businesses and under-represented minority contractors. Our inability to win or renew government contracts during regulated procurement processes could harm our operations and significantly reduce or eliminate our profits.
Each year, client funding for some of our U.S. government contracts may rely on government appropriations or public-supported financing. If adequate public funding is delayed or is not available, then our profits and revenue could decline.
Each year, client funding for some of our U.S. government contracts may directly or indirectly rely on government appropriations or public-supported financing. Legislatures may appropriate funds for a given project on a year-by-year basis, even though the project may take more than one year to perform. In addition, public-supported financing such as U.S. state and local municipal bonds may be only partially raised to support existing projects. Similarly, the impact of the economic downturn on U.S. state and local governments may make it more difficult for them to fund projects. In addition to the state of the economy and competing political priorities, public funds and the timing of payment of these funds may be influenced by, among other things, curtailments in the use of government contracting firms, increases in raw material costs, delays associated with insufficient numbers of government staff to oversee contracts, budget constraints, the timing and amount of tax receipts, and the overall level of government expenditures. If adequate public funding is not available or is delayed, then our profits and revenue could decline.
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Our U.S. federal government contracts may give government agencies the right to modify, delay, curtail, renegotiate, or terminate existing contracts at their convenience at any time prior to their completion, which may result in a decline in our profits and revenue.
U.S. federal government projects in which we participate as a contractor or subcontractor may extend for several years. Generally, government contracts include the right to modify, delay, curtail, renegotiate, or terminate contracts and subcontracts at the governments convenience any time prior to their completion. Any decision by a U.S. federal government client to modify, delay, curtail, renegotiate, or terminate our contracts at their convenience may result in a decline in our profits and revenue.
Our revenue from commercial clients is significant, and the credit risks associated with certain of these clients could adversely affect our operating results.
In the first quarter of fiscal 2016, we generated 51.2% of our revenue from U.S. and foreign commercial clients. Due to continuing weakness in general economic conditions, our commercial business may be at risk as we rely upon the financial stability and creditworthiness of our clients. To the extent the credit quality of these clients deteriorates or these clients seek bankruptcy protection, our ability to collect our receivables, and ultimately our operating results, may be adversely affected.
Our international operations expose us to legal, political, and economic risks that could harm our business and financial results.
Our international operations expose us to legal, political, and economic risks in different countries, as well as currency exchange rate fluctuations that could harm our business and financial results.
In the first quarter of fiscal 2016, we generated 24.2% of our revenue from our international operations, primarily in Canada, and from international clients for work that is performed by our domestic operations. International business is subject to a variety of risks, including:
· imposition of governmental controls and changes in laws, regulations, or policies;
· lack of developed legal systems to enforce contractual rights;
· greater risk of uncollectible accounts and longer collection cycles;
· currency exchange rate fluctuations, devaluations, and other conversion restrictions;
· uncertain and changing tax rules, regulations, and rates;
· the potential for civil unrest, acts of terrorism, force majeure, war or other armed conflict, and greater physical security risks, which may cause us to leave a country quickly;
· logistical and communication challenges;
· changes in regulatory practices, including tariffs and taxes;
· changes in labor conditions;
· general economic, political, and financial conditions in foreign markets; and
· exposure to civil or criminal liability under the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, the Canadian Corruption of Foreign Public Officials Act, the Brazilian Clean Companies Act, the anti-boycott rules, trade and export control regulations, as well as other international regulations.
For example, an ongoing government investigation into political corruption in Quebec contributed to the slow-down in procurements and business activity in that province, which has adversely affected our business. The Province of Quebec has adopted legislation that requires businesses and individuals seeking contracts with governmental bodies (including cities, towns, municipalities, and the provincial government) be certified by a Quebec regulatory authority as deserving the trust of the public for contracts over a specified size. Our failure to maintain certification could adversely affect our business.
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International risks and violations of international regulations may significantly reduce our revenue and profits, and subject us to criminal or civil enforcement actions, including fines, suspensions, or disqualification from future U.S. federal procurement contracting. Although we have policies and procedures to monitor legal and regulatory compliance, our employees, subcontractors, and agents could take actions that violate these requirements. As a result, our international risk exposure may be more or less than the percentage of revenue attributed to our international operations.
We could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws.
The FCPA and similar anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. The U.K. Bribery Act of 2010 prohibits both domestic and international bribery, as well as bribery across both private and public sectors. In addition, an organization that fails to prevent bribery by anyone associated with the organization can be charged under the U.K. Bribery Act unless the organization can establish the defense of having implemented adequate procedures to prevent bribery. Improper payments are also prohibited under the Canadian Corruption of Foreign Public Officials Act and the Brazilian Clean Companies Act. Practices in the local business community of many countries outside the United States have a level of government corruption that is greater than that found in the developed world. Our policies mandate compliance with these anti-bribery laws, and we have established policies and procedures designed to monitor compliance with these anti-bribery law requirements; however, we cannot ensure that our policies and procedures will protect us from potential reckless or criminal acts committed by individual employees or agents. If we are found to be liable for anti-bribery law violations, we could suffer from criminal or civil penalties or other sanctions that could have a material adverse effect on our business.
We could be adversely impacted if we fail to comply with domestic and international export laws.
To the extent we export technical services, data and products outside of the United States, we are subject to U.S. and international laws and regulations governing international trade and exports, including but not limited to the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations, and trade sanctions against embargoed countries. A failure to comply with these laws and regulations could result in civil or criminal sanctions, including the imposition of fines, the denial of export privileges, and suspension or debarment from participation in U.S. government contracts, which could have a material adverse effect on our business.
If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.
Our engagements often involve large-scale, complex projects. The quality of our performance on such projects depends in large part upon our ability to manage the relationship with our clients and our ability to effectively manage the project and deploy appropriate resources, including third-party contractors and our own personnel, in a timely manner. We may commit to a client that we will complete a project by a scheduled date. We may also commit that a project, when completed, will achieve specified performance standards. If the project is not completed by the scheduled date or fails to meet required performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. The uncertainty of the timing of a project can present difficulties in planning the amount of personnel needed for the project. If the project is delayed or canceled, we may bear the cost of an underutilized workforce that was dedicated to fulfilling the project. In addition, performance of projects can be affected by a number of factors beyond our control, including unavoidable delays from government inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, and labor disruptions. To the extent these events occur, the total costs of the project could exceed our estimates, and we could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate our overall profitability. Further, any defects or errors, or failures to meet our clients expectations, could result in claims for damages against us. Failure to meet performance standards or complete performance on a timely basis could also adversely affect our reputation.
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The loss of key personnel or our inability to attract and retain qualified personnel could impair our ability to provide services to our clients and otherwise conduct our business effectively.
As primarily a professional and technical services company, we are labor-intensive and, therefore, our ability to attract, retain, and expand our senior management and our professional and technical staff is an important factor in determining our future success. The market for qualified scientists and engineers is competitive and, from time to time, it may be difficult to attract and retain qualified individuals with the required expertise within the timeframe demanded by our clients. For example, some of our U.S. government contracts may require us to employ only individuals who have particular government security clearance levels. In addition, we rely heavily upon the expertise and leadership of our senior management. If we are unable to retain executives and other key personnel, the roles and responsibilities of those employees will need to be filled, which may require that we devote time and resources to identify, hire, and integrate new employees. With limited exceptions, we do not have employment agreements with any of our key personnel. The loss of the services of any of these key personnel could adversely affect our business. Although we have obtained non-compete agreements from certain principals and stockholders of companies we have acquired, we generally do not have non-compete or employment agreements with key employees who were once equity holders of these companies. Further, many of our non-compete agreements have expired. We do not maintain key-man life insurance policies on any of our executive officers or senior managers. Our failure to attract and retain key individuals could impair our ability to provide services to our clients and conduct our business effectively.
Our actual business and financial results could differ from the estimates and assumptions that we use to prepare our financial statements, which may significantly reduce or eliminate our profits.
To prepare financial statements in conformity with GAAP, management is required to make estimates and assumptions as of the date of the financial statements. These estimates and assumptions affect the reported values of assets, liabilities, revenue and expenses, as well as disclosures of contingent assets and liabilities. For example, we typically recognize revenue over the life of a contract based on the proportion of costs incurred to date compared to the total costs estimated to be incurred for the entire project. Areas requiring significant estimates by our management include:
· the application of the percentage-of-completion method of accounting and revenue recognition on contracts, change orders, and contract claims, including related unbilled accounts receivable;
· unbilled accounts receivable, including amounts related to requests for equitable adjustment to contracts that provide for price redetermination, primarily with the U.S. federal government. These amounts are recorded only when they can be reliably estimated and realization is probable;
· provisions for uncollectible receivables, client claims, and recoveries of costs from subcontractors, vendors, and others;
· provisions for income taxes, R&E tax credits, valuation allowances, and unrecognized tax benefits;
· value of goodwill and recoverability of other intangible assets;
· valuations of assets acquired and liabilities assumed in connection with business combinations;
· valuation of contingent earn-out liabilities recorded in connection with business combinations;
· valuation of employee benefit plans;
· valuation of stock-based compensation expense; and
· accruals for estimated liabilities, including litigation and insurance reserves.
Our actual business and financial results could differ from those estimates, which may significantly reduce or eliminate our profits.
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Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.
The cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. The rate at which we utilize our workforce is affected by a number of factors, including:
· our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees;
· our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforces;
· our ability to manage attrition;
· our need to devote time and resources to training, business development, professional development, and other non-chargeable activities; and
· our ability to match the skill sets of our employees to the needs of the marketplace.
If we over-utilize our workforce, our employees may become disengaged, which could impact employee attrition. If we under-utilize our workforce, our profit margin and profitability could suffer.
Our use of the percentage-of-completion method of revenue recognition could result in a reduction or reversal of previously recorded revenue and profits.
We account for most of our contracts on the percentage-of-completion method of revenue recognition. Generally, our use of this method results in recognition of revenue and profit ratably over the life of the contract, based on the proportion of costs incurred to date to total costs expected to be incurred for the entire project. The effects of revisions to revenue and estimated costs, including the achievement of award fees and the impact of change orders and claims, are recorded when the amounts are known and can be reasonably estimated. Such revisions could occur in any period and their effects could be material. Although we have historically made reasonably reliable estimates of the progress towards completion of long-term contracts, the uncertainties inherent in the estimating process make it possible for actual costs to vary materially from estimates, including reductions or reversals of previously recorded revenue and profit.
If we are unable to accurately estimate and control our contract costs, then we may incur losses on our contracts, which could decrease our operating margins and reduce our profits. In particular, our fixed-price contracts could increase the unpredictability of our earnings.
It is important for us to accurately estimate and control our contract costs so that we can maintain positive operating margins and profitability. We generally enter into three principal types of contracts with our clients: fixed-price, time-and-materials and cost-plus.
The U.S. federal government and some clients have increased the use of fixed-priced contracts. Under fixed-price contracts, we receive a fixed price irrespective of the actual costs we incur and, consequently, we are exposed to a number of risks. We realize a profit on fixed-price contracts only if we can control our costs and prevent cost over-runs on our contracts. Fixed-price contracts require cost and scheduling estimates that are based on a number of assumptions, including those about future economic conditions, costs, and availability of labor, equipment and materials, and other exigencies. We could experience cost over-runs if these estimates are originally inaccurate as a result of errors or ambiguities in the contract specifications, or become inaccurate as a result of a change in circumstances following the submission of the estimate due to, among other things, unanticipated technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, weather delays, changes in the costs of raw materials, or the inability of our vendors or subcontractors to perform. If cost overruns occur, we could experience reduced profits or, in some cases, a loss for that project. If a project is significant, or if there are one or more common issues that impact multiple projects, costs overruns could increase the unpredictability of our earnings, as well as have a material adverse impact on our business and earnings.
Under our time-and-materials contracts, we are paid for labor at negotiated hourly billing rates and also paid for other expenses. Profitability on these contracts is driven by billable headcount and cost control. Many of our time-and-materials contracts are subject to maximum contract values and, accordingly, revenue relating to these contracts is recognized as if these contracts were fixed-price contracts. Under our cost-plus contracts, some of which are subject to contract ceiling amounts, we are reimbursed for allowable costs and fees, which may be fixed or performance-based. If our costs exceed the contract ceiling or are not allowable under the provisions of the contract or any applicable regulations, we may not be able to obtain reimbursement for all of the costs we incur.
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Profitability on our contracts is driven by billable headcount and our ability to manage our subcontractors, vendors, and material suppliers. If we are unable to accurately estimate and manage our costs, we may incur losses on our contracts, which could decrease our operating margins and significantly reduce or eliminate our profits. Certain of our contracts require us to satisfy specific design, engineering, procurement, or construction milestones in order to receive payment for the work completed or equipment or supplies procured prior to achievement of the applicable milestone. As a result, under these types of arrangements, we may incur significant costs or perform significant amounts of services prior to receipt of payment. If a client determines not to proceed with the completion of the project or if the client defaults on its payment obligations, we may face difficulties in collecting payment of amounts due to us for the costs previously incurred or for the amounts previously expended to purchase equipment or supplies.
Accounting for a contract requires judgments relative to assessing the contracts estimated risks, revenue, costs, and other technical issues. Due to the size and nature of many of our contracts, the estimation of overall risk, revenue, and cost at completion is complicated and subject to many variables. Changes in underlying assumptions, circumstances, or estimates may also adversely affect future period financial performance. If we are unable to accurately estimate the overall revenue or costs on a contract, then we may experience a lower profit or incur a loss on the contract.
Our failure to adequately recover on claims brought by us against clients for additional contract costs could have a negative impact on our liquidity and profitability.
We have brought claims against clients for additional costs exceeding the contract price or for amounts not included in the original contract price. These types of claims occur due to matters such as client-caused delays or changes from the initial project scope, both of which may result in additional cost. Often, these claims can be the subject of lengthy arbitration or litigation proceedings, and it is difficult to accurately predict when these claims will be fully resolved. When these types of events occur and unresolved claims are pending, we have used working capital in projects to cover cost overruns pending the resolution of the relevant claims. A failure to promptly recover on these types of claims could have a negative impact on our liquidity and profitability. Total accounts receivable at December 27, 2015 included approximately $40 million related to such claims.
Our failure to win new contracts and renew existing contracts with private and public sector clients could adversely affect our profitability.
Our business depends on our ability to win new contracts and renew existing contracts with private and public sector clients. Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process, which is affected by a number of factors. These factors include market conditions, financing arrangements, and required governmental approvals. For example, a client may require us to provide a bond or letter of credit to protect the client should we fail to perform under the terms of the contract. If negative market conditions arise, or if we fail to secure adequate financial arrangements or the required government approval, we may not be able to pursue particular projects, which could adversely affect our profitability.
We have made and expect to continue to make acquisitions that could disrupt our operations and adversely impact our business and operating results. Our failure to conduct due diligence effectively, or our inability to successfully integrate acquisitions, could impede us from realizing all of the benefits of the acquisitions, which could weaken our results of operations.
A key part of our growth strategy is to acquire other companies that complement our lines of business or that broaden our technical capabilities and geographic presence. We expect to continue to acquire companies as an element of our growth strategy; however, our ability to make acquisitions is restricted under our credit agreement. Acquisitions involve certain known and unknown risks that could cause our actual growth or operating results to differ from our expectations or the expectations of securities analysts. For example:
· we may not be able to identify suitable acquisition candidates or to acquire additional companies on acceptable terms;
· we are pursuing international acquisitions, which inherently pose more risk than domestic acquisitions;
· we compete with others to acquire companies, which may result in decreased availability of, or increased price for, suitable acquisition candidates;
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· we may not be able to obtain the necessary financing, on favorable terms or at all, to finance any of our potential acquisitions;
· we may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a company; and
· acquired companies may not perform as we expect, and we may fail to realize anticipated revenue and profits.
In addition, our acquisition strategy may divert managements attention away from our existing businesses, resulting in the loss of key clients or key employees, and expose us to unanticipated problems or legal liabilities, including responsibility as a successor-in-interest for undisclosed or contingent liabilities of acquired businesses or assets.
If we fail to conduct due diligence on our potential targets effectively, we may, for example, not identify problems at target companies, or fail to recognize incompatibilities or other obstacles to successful integration. Our inability to successfully integrate future acquisitions could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations. The integration process may disrupt our business and, if implemented ineffectively, may preclude realization of the full benefits expected by us and could harm our results of operations. In addition, the overall integration of the combining companies may result in unanticipated problems, expenses, liabilities, and competitive responses, and may cause our stock price to decline. The difficulties of integrating an acquisition include, among others:
· issues in integrating information, communications, and other systems;
· incompatibility of logistics, marketing, and administration methods;
· maintaining employee morale and retaining key employees;
· integrating the business cultures of both companies;
· preserving important strategic client relationships;
· consolidating corporate and administrative infrastructures, and eliminating duplicative operations; and
· coordinating and integrating geographically separate organizations.
In addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all.
Further, acquisitions may cause us to:
· issue common stock that would dilute our current stockholders ownership percentage;
· use a substantial portion of our cash resources;
· increase our interest expense, leverage, and debt service requirements (if we incur additional debt to pay for an acquisition);
· assume liabilities, including environmental liabilities, for which we do not have indemnification from the former owners. Further, indemnification obligations may be subject to dispute or concerns regarding the creditworthiness of the former owners;
· record goodwill and non-amortizable intangible assets that are subject to impairment testing and potential impairment charges;
· experience volatility in earnings due to changes in contingent consideration related to acquisition earn-out liability estimates;
· incur amortization expenses related to certain intangible assets;
· lose existing or potential contracts as a result of conflict of interest issues;
· incur large and immediate write-offs; or
· become subject to litigation.
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Finally, acquired companies that derive a significant portion of their revenue from the U.S. federal government and do not follow the same cost accounting policies and billing practices that we follow may be subject to larger cost disallowances for greater periods than we typically encounter. If we fail to determine the existence of unallowable costs and do not establish appropriate reserves in advance of an acquisition, we may be exposed to material unanticipated liabilities, which could have a material adverse effect on our business.
If our goodwill or other intangible assets become impaired, then our profits may be significantly reduced.
Because we have historically acquired a significant number of companies, goodwill and other intangible assets represent a substantial portion of our assets. As of December 27, 2015, our goodwill was $594.0 million and other intangible assets were $35.7 million. We are required to perform a goodwill impairment test for potential impairment at least on an annual basis. We also assess the recoverability of the unamortized balance of our intangible assets when indications of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to our overall operations. The goodwill impairment test requires us to determine the fair value of our reporting units, which are the components one level below our reportable segments. In determining fair value, we make significant judgments and estimates, including assumptions about our strategic plans with regard to our operations. We also analyze current economic indicators and market valuations to help determine fair value. To the extent economic conditions that would impact the future operations of our reporting units change, our goodwill may be deemed to be impaired, and we would be required to record a non-cash charge that could result in a material adverse effect on our financial position or results of operations.
If we are not able to successfully manage our growth strategy, our business and results of operations may be adversely affected.
Our expected future growth presents numerous managerial, administrative, operational, and other challenges. Our ability to manage the growth of our operations will require us to continue to improve our management information systems and our other internal systems and controls. In addition, our growth will increase our need to attract, develop, motivate, and retain both our management and professional employees. The inability to effectively manage our growth or the inability of our employees to achieve anticipated performance could have a material adverse effect on our business.
Our backlog is subject to cancellation, unexpected adjustments and economic conditions, and is an uncertain indicator of future operating results.
Our backlog at December 27, 2015 was $1.8 billion, a decrease of $58.3 million, or 3.1%, compared to the end of fiscal 2015. We include in backlog only those contracts for which funding has been provided and work authorizations have been received. We cannot guarantee that the revenue projected in our backlog will be realized or, if realized, will result in profits. In addition, project cancellations or scope adjustments may occur, from time to time, with respect to contracts reflected in our backlog. For example, certain of our contracts with the U.S. federal government and other clients are terminable at the discretion of the client, with or without cause. These types of backlog reductions could adversely affect our revenue and margins. As a result of these factors, our backlog as of any particular date is an uncertain indicator of our future earnings.
If our business partners fail to perform their contractual obligations on a project, we could be exposed to legal liability, loss of reputation and profit reduction or loss on the project.
We routinely enter into subcontracts and, occasionally, joint ventures, teaming arrangements, and other contractual arrangements so that we can jointly bid and perform on a particular project. Success under these arrangements depends in large part on whether our business partners fulfill their contractual obligations satisfactorily. In addition, when we operate through a joint venture in which we are a minority holder, we have limited control over many project decisions, including decisions related to the joint ventures internal controls, which may not be subject to the same internal control procedures that we employ. If these unaffiliated third parties do not fulfill their contract obligations, the partnerships or joint ventures may be unable to adequately perform and deliver their contracted services. Under these circumstances, we may be obligated to pay financial penalties, provide additional services to ensure the adequate performance and delivery of the contracted services, and may be jointly and severally liable for the others actions or contract performance. These additional obligations could result in reduced profits and revenues or, in some cases, significant losses for us with respect to the joint venture, which could also affect our reputation in the industries we serve.
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If our contractors and subcontractors fail to satisfy their obligations to us or other parties, or if we are unable to maintain these relationships, our revenue, profitability, and growth prospects could be adversely affected.
We depend on contractors and subcontractors in conducting our business. There is a risk that we may have disputes with our subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor, client concerns about the subcontractor, or our failure to extend existing task orders or issue new task orders under a subcontract. In addition, if a subcontractor fails to deliver on a timely basis the agreed-upon supplies, fails to perform the agreed-upon services, or goes out of business, then we may be required to purchase the services or supplies from another source at a higher price, and our ability to fulfill our obligations as a prime contractor may be jeopardized. This may reduce the profit to be realized or result in a loss on a project for which the services or supplies are needed.
We also rely on relationships with other contractors when we act as their subcontractor or joint venture partner. The absence of qualified subcontractors with which we have a satisfactory relationship could adversely affect the quality of our service and our ability to perform under some of our contracts. Our future revenue and growth prospects could be adversely affected if other contractors eliminate or reduce their subcontracts or teaming arrangement relationships with us, or if a government agency terminates or reduces these other contractors programs, does not award them new contracts, or refuses to pay under a contract.
We may be required to pay liquidated damages if we fail to meet milestone requirements in our contracts.
We may be required to pay liquidated damages if we fail to meet milestone requirements in our contracts. Failure to meet any of the milestone requirements could result in additional costs, and the amount of such additional costs could exceed the projected profits on the project. These additional costs include liquidated damages paid under contractual penalty provisions, which can be substantial and can accrue on a regular basis.
Changes in resource management, environmental, or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for our services, which could in turn negatively impact our revenue.
Some of our services are directly or indirectly impacted by changes in U.S. federal, state, local or foreign laws and regulations pertaining to the resource management, environmental, and infrastructure industries. Accordingly, a relaxation or repeal of these laws and regulations, or changes in governmental policies regarding the funding, implementation or enforcement of these programs, could result in a decline in demand for our services, which could in turn negatively impact our revenue.
Changes in capital markets could adversely affect our access to capital and negatively impact our business.
Our results could be adversely affected by an inability to access the revolving credit facility under our credit agreement. Unfavorable financial or economic conditions could impact certain lenders willingness or ability to fund our revolving credit facility. In addition, increases in interest rates or credit spreads, volatility in financial markets or the interest rate environment, significant political or economic events, defaults of significant issuers, and other market and economic factors, may negatively impact the general level of debt issuance, the debt issuance plans of certain categories of borrowers, the types of credit-sensitive products being offered, and/or a sustained period of market decline or weakness could have a material adverse effect on us.
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Restrictive covenants in our credit agreement may restrict our ability to pursue certain business strategies.
Our credit agreement limits or restricts our ability to, among other things:
· incur additional indebtedness;
· create liens securing debt or other encumbrances on our assets;
· make loans or advances;
· pay dividends or make distributions to our stockholders;
· purchase or redeem our stock;
· repay indebtedness that is junior to indebtedness under our credit agreement;
· acquire the assets of, or merge or consolidate with, other companies; and
· sell, lease, or otherwise dispose of assets.
Our credit agreement also requires that we maintain certain financial ratios, which we may not be able to achieve. The covenants may impair our ability to finance future operations or capital needs or to engage in other favorable business activities.
Our industry is highly competitive and we may be unable to compete effectively.
Our industry is highly fragmented and intensely competitive. Our competitors are numerous, ranging from small private firms to multi-billion-dollar public companies. In addition, the technical and professional aspects of our services generally do not require large upfront capital expenditures and provide limited barriers against new competitors. Some of our competitors have achieved greater market penetration in some of the markets in which we compete, and some have substantially more financial resources and/or financial flexibility than we do. As a result of the number of competitors in the industry, our clients may select one of our competitors on a project due to competitive pricing or a specific skill set. This competitive environment could force us to make price concessions or otherwise reduce prices for our services. If we are unable to maintain our competitiveness, our market share, revenue, and profits will decline.
Legal proceedings, investigations, and disputes could result in substantial monetary penalties and damages, especially if such penalties and damages exceed or are excluded from existing insurance coverage.
We engage in consulting, engineering, program management, construction management, construction, and technical services that can result in substantial injury or damages that may expose us to legal proceedings, investigations, and disputes. For example, in the ordinary course of our business, we may be involved in legal disputes regarding personal injury claims, employee or labor disputes, professional liability claims, and general commercial disputes involving project cost overruns and liquidated damages, as well as other claims. In addition, in the ordinary course of our business, we frequently make professional judgments and recommendations about environmental and engineering conditions of project sites for our clients, and we may be deemed to be responsible for these judgments and recommendations if they are later determined to be inaccurate. Any unfavorable legal ruling against us could result in substantial monetary damages or even criminal violations. We maintain insurance coverage as part of our overall legal and risk management strategy to minimize our potential liabilities; however, insurance coverage contains exclusions and other limitations that may not cover our potential liabilities. Generally, our insurance program covers workers compensation and employers liability, general liability, automobile liability, professional errors and omissions liability, property, and contractors pollution liability (in addition to other policies for specific projects). Our insurance program includes deductibles or self-insured retentions for each covered claim that may increase over time. In addition, our insurance policies contain exclusions that insurance providers may use to deny or restrict coverage. Excess liability and professional liability insurance policies provide for coverage on a claims-made basis, covering only claims actually made and reported during the policy period currently in effect. If we sustain liabilities that exceed or that are excluded from our insurance coverage, or for which we are not insured, it could have a material adverse impact on our results of operations and financial condition (see Note 15, Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements for more information).
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Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations.
We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits. If any of our third-party insurers fail, suddenly cancel our coverage, or otherwise are unable to provide us with adequate insurance coverage, then our overall risk exposure and our operational expenses would increase and the management of our business operations would be disrupted. In addition, there can be no assurance that any of our existing insurance coverage will be renewable upon the expiration of the coverage period or that future coverage will be affordable at the required limits.
Our inability to obtain adequate bonding could have a material adverse effect on our future revenue and business prospects.
Certain clients require bid bonds, and performance and payment bonds. These bonds indemnify the client should we fail to perform our obligations under a contract. If a bond is required for a particular project and we are unable to obtain an appropriate bond, we cannot pursue that project. In some instances, we are required to co-venture with a small or disadvantaged business to pursue certain U.S. federal or state government contracts. In connection with these ventures, we are sometimes required to utilize our bonding capacity to cover all of the payment and performance obligations under the contract with the client. We have a bonding facility but, as is typically the case, the issuance of bonds under that facility is at the suretys sole discretion. Moreover, due to events that can negatively affect the insurance and bonding markets, bonding may be more difficult to obtain or may only be available at significant additional cost. There can be no assurance that bonds will continue to be available to us on reasonable terms. Our inability to obtain adequate bonding and, as a result, to bid on new work could have a material adverse effect on our future revenue and business prospects.
Employee, agent, or partner misconduct, or our failure to comply with anti-bribery and other laws or regulations, could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.
Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our employees, agents, or partners could have a significant negative impact on our business and reputation. Such misconduct could include the failure to comply with government procurement regulations, regulations regarding the protection of classified information, regulations prohibiting bribery and other foreign corrupt practices, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting, environmental laws, and any other applicable laws or regulations. For example, as previously noted, the FCPA and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Our policies mandate compliance with these regulations and laws, and we take precautions to prevent and detect misconduct. However, since our internal controls are subject to inherent limitations, including human error, it is possible that these controls could be intentionally circumvented or become inadequate because of changed conditions. As a result, we cannot assure that our controls will protect us from reckless or criminal acts committed by our employees or agents. Our failure to comply with applicable laws or regulations, or acts of misconduct could subject us to fines and penalties, loss of security clearances, and suspension or debarment from contracting, any or all of which could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.
Our business activities may require our employees to travel to and work in countries where there are high security risks, which may result in employee death or injury, repatriation costs or other unforeseen costs.
Certain of our contracts may require our employees travel to and work in high-risk countries that are undergoing political, social, and economic upheavals resulting from war, civil unrest, criminal activity, acts of terrorism, or public health crises. For example, we currently have employees working in high security risk countries such as Afghanistan. As a result, we risk loss of or injury to our employees and may be subject to costs related to employee death or injury, repatriation, or other unforeseen circumstances. We may choose or be forced to leave a country with little or no warning due to physical security risks.
Our failure to implement and comply with our safety program could adversely affect our operating results or financial condition.
Our safety program is a fundamental element of our overall approach to risk management, and the implementation of the safety program is a significant issue in our dealings with our clients. We maintain an enterprise-wide group of health and safety professionals to help ensure that the services we provide are delivered safely and in accordance with standard work processes. Unsafe job sites and office environments have the potential to increase employee turnover, increase the cost of a project to our clients, expose us to types and levels of risk that are fundamentally unacceptable, and raise our operating costs. The implementation of our safety processes and procedures are monitored by various agencies, including the U.S. Mine Safety and Health Administration, and rating bureaus, and may be evaluated by certain clients in cases in which safety requirements have been established in our contracts. Our failure to meet these requirements or our failure to properly implement and comply with our safety program could result in reduced profitability or the loss of projects or clients, and could have a material adverse effect on our business, operating results, or financial condition.
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We may be precluded from providing certain services due to conflict of interest issues.
Many of our clients are concerned about potential or actual conflicts of interest in retaining management consultants. U.S. federal government agencies have formal policies against continuing or awarding contracts that would create actual or potential conflicts of interest with other activities of a contractor. These policies, among other things, may prevent us from bidding for or performing government contracts resulting from or relating to certain work we have performed. In addition, services performed for a commercial or government client may create a conflict of interest that precludes or limits our ability to obtain work from other public or private organizations. We have, on occasion, declined to bid on projects due to conflict of interest issues.
If our reports and opinions are not in compliance with professional standards and other regulations, we could be subject to monetary damages and penalties.
We issue reports and opinions to clients based on our professional engineering expertise, as well as our other professional credentials. Our reports and opinions may need to comply with professional standards, licensing requirements, securities regulations, and other laws and rules governing the performance of professional services in the jurisdiction in which the services are performed. In addition, we could be liable to third parties who use or rely upon our reports or opinions even if we are not contractually bound to those third parties. For example, if we deliver an inaccurate report or one that is not in compliance with the relevant standards, and that report is made available to a third party, we could be subject to third-party liability, resulting in monetary damages and penalties.
We may be subject to liabilities under environmental laws and regulations.
Our services are subject to numerous U.S. and international environmental protection laws and regulations that are complex and stringent. For example, we must comply with a number of U.S. federal government laws that strictly regulate the handling, removal, treatment, transportation, and disposal of toxic and hazardous substances. Under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (CERCLA), and comparable state laws, we may be required to investigate and remediate regulated hazardous materials. CERCLA and comparable state laws typically impose strict, joint and several liabilities without regard to whether a company knew of or caused the release of hazardous substances. The liability for the entire cost of clean-up could be imposed upon any responsible party. Other principal U.S. federal environmental, health, and safety laws affecting us include, but are not limited to, the Resource Conversation and Recovery Act, National Environmental Policy Act, the Clean Air Act, the Occupational Safety and Health Act, the Federal Mine Safety and Health Act of 1977 (the Mine Act), the Toxic Substances Control Act, and the Superfund Amendments and Reauthorization Act. Our business operations may also be subject to similar state and international laws relating to environmental protection. Further, past business practices at companies that we have acquired may also expose us to future unknown environmental liabilities. Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with applicable regulations, could result in substantial costs to us, including clean-up costs, fines, civil or criminal sanctions, and third-party claims for property damage or personal injury or cessation of remediation activities. Our continuing work in the areas governed by these laws and regulations exposes us to the risk of substantial liability.
Force majeure events, including natural disasters and terrorist actions, could negatively impact the economies in which we operate or disrupt our operations, which may affect our financial condition, results of operations, or cash flows.
Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as terrorist actions, could negatively impact the economies in which we operate by causing the closure of offices, interrupting projects, and forcing the relocation of employees. We typically remain obligated to perform our services after a terrorist action or natural disaster unless the contract contains a force majeure clause that relieves us of our contractual obligations in such an extraordinary event. If we are not able to react quickly to force majeure, our operations may be affected significantly, which would have a negative impact on our financial condition, results of operations, or cash flows.
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We have only a limited ability to protect our intellectual property rights, and our failure to protect our intellectual property rights could adversely affect our competitive position.
Our success depends, in part, upon our ability to protect our proprietary information and other intellectual property. We rely principally on trade secrets to protect much of our intellectual property where we do not believe that patent or copyright protection is appropriate or obtainable. However, trade secrets are difficult to protect. Although our employees are subject to confidentiality obligations, this protection may be inadequate to deter or prevent misappropriation of our confidential information. In addition, we may be unable to detect unauthorized use of our intellectual property or otherwise take appropriate steps to enforce our rights. Failure to obtain or maintain trade secret protection could adversely affect our competitive business position. In addition, if we are unable to prevent third parties from infringing or misappropriating our trademarks or other proprietary information, our competitive position could be adversely affected.
Systems and information technology interruption could adversely impact our ability to operate.
We rely heavily on computer, information, and communications technology and systems to operate. From time to time, we experience system interruptions and delays. If we are unable to effectively deploy software and hardware, upgrade our systems and network infrastructure, and take steps to improve and protect our systems, systems operations could be interrupted or delayed.
Our computer and communications systems and operations could be damaged or interrupted by natural disasters, telecommunications failures, acts of war or terrorism, and similar events or disruptions. In addition, we face the threat of unauthorized system access, computer hackers, computer viruses, malicious code, organized cyber-attacks, and other security breaches and system disruptions. We devote significant resources to the security of our computer systems, but they may still be vulnerable to threats. Anyone who circumvents security measures could misappropriate proprietary information or cause interruptions or malfunctions in system operations. As a result, we may be required to expend significant resources to protect against the threat of system disruptions and security breaches, or to alleviate problems caused by disruptions and breaches.
Any of these or other events could cause system interruption, delays, and loss of critical data that could delay or prevent operations, and could have a material adverse effect on our business, financial condition, results of operations, and cash flows, and could negatively impact our clients.
Delaware law and our charter documents may impede or discourage a merger, takeover, or other business combination even if the business combination would have been in the best interests of our stockholders.
We are a Delaware corporation and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our stockholders. In addition, our Board of Directors has the power, without stockholder approval, to designate the terms of one or more series of preferred stock and issue shares of preferred stock, which could be used defensively if a takeover is threatened. Our incorporation under Delaware law, the ability of our Board of Directors to create and issue a new series of preferred stock, and provisions in our certificate of incorporation and bylaws, such as those relating to advance notice of certain stockholder proposals and nominations, could impede a merger, takeover, or other business combination involving us, or discourage a potential acquirer from making a tender offer for our common stock, even if the business combination would have been in the best interests of our current stockholders.
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Our stock price could become more volatile and stockholders investments could lose value.
In addition to the macroeconomic factors that have affected the prices of many securities generally, all of the factors discussed in this section could affect our stock price. Our common stock has previously experienced substantial price volatility. In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many companies, and that have often been unrelated to the operating performance of these companies. The overall market and the price of our common stock may fluctuate greatly. The trading price of our common stock may be significantly affected by various factors, including:
· quarter-to-quarter variations in our financial results, including revenue, profits, days sales outstanding, backlog, and other measures of financial performance or financial condition;
· our announcements or our competitors announcements of significant events, including acquisitions;
· our announcements concerning the payment of dividends or the repurchase of our shares;
· resolution of threatened or pending litigation;
· changes in investors and analysts perceptions of our business or any of our competitors businesses;
· investors and analysts assessments of reports prepared or conclusions reached by third parties;
· changes in environmental legislation;
· investors perceptions of our performance of services in countries in which the U.S. military is engaged;
· broader market fluctuations; and
· general economic or political conditions.
Volatility in the financial markets could cause a decline in our stock price, which could trigger an impairment of the goodwill of individual reporting units that could be material to our consolidated financial statements. A significant drop in the price of our stock could also expose us to the risk of securities class action lawsuits, which could result in substantial costs and divert managements attention and resources, which could adversely affect our business. Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees, many of whom are awarded equity securities, the value of which is dependent on the performance of our stock price.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In June 2013, our Board of Directors authorized a stock repurchase program under which we could repurchase up to $100 million of our common stock. In February 2014, the Board amended this repurchase program to authorize the repurchase of up to $30 million in open market purchases through September 2014, revised the pricing parameters and extended the program through fiscal 2014. Stock repurchases could be made on the open market or in privately negotiated transactions with third parties. From the inception of this repurchase program through September 28, 2014, we repurchased through open market purchases a total of 3.9 million shares at an average price of $25.59 per share, for a total cost of $100 million. On November 10, 2014, the Board authorized a new stock repurchase program under which we could repurchase up to $200 million of our common stock over the next two years. As of December 27, 2015, we repurchased through open market purchases a total of 939,909 shares at an average price of $26.60, for a total cost of $25.0 million under this new repurchase program. These shares were repurchased during the period from September 28, 2015 through December 27, 2015. A summary of the repurchase activity for the three months ended December 27, 2015 is as follows:
Period |
|
Total Number of Shares Purchased |
|
Average Price Paid per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Dollar Value that May Yet be Purchased Under the Plans or Programs |
|
|
|
|
|
|
|
|
|
|
|
September 28, 2015 October 25, 2015 |
|
282,572 |
|
$ |
25.79 |
|
282,572 |
|
$ |
92,212,340 |
|
October 26, 2015 November 22, 2015 |
|
329,623 |
|
|
26.77 |
|
329,623 |
|
83,388,695 |
|
November 23, 2015 December 27, 2015 |
|
327,714 |
|
27.12 |
|
327,714 |
|
74,500,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 4. Mine Safety Disclosure
Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) requires domestic mine operators to disclose violations and orders issued under the Mine Act by the U.S. Mine Safety and Health Administration. We do not act as the owner of any mines, but we may act as a mining operator as defined under the Mine Act where we may be an independent contractor performing services or construction at such mine. Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 Regulations S-K is included in Exhibit 95.
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Item 6. Exhibits
The following documents are filed as Exhibits to this Report:
31.1 Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a).
31.2 Chief Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a).
32.1 Certification of Chief Executive Officer pursuant to Section 1350.
32.2 Certification of Chief Financial Officer pursuant to Section 1350.
95 Mine Safety Disclosure.
101 The following financial information from our Companys Quarterly Report on Form 10-Q, for the period ended December 27, 2015, formatted in eXtensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statement of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements.
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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 thereunto duly authorized.
Dated: January 29, 2016 |
TETRA TECH, INC. |
|
|
|
|
|
|
|
By: |
/s/ Dan L. Batrack |
|
|
Dan L. Batrack |
|
|
Chairman, Chief Executive Officer and President |
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
By: |
/s/ Steven M. Burdick |
|
|
Steven M. Burdick |
|
|
Chief Financial Officer and Treasurer |
|
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
By: |
/s/ Brian N. Carter |
|
|
Brian N. Carter |
|
|
Senior Vice President, Corporate Controller |
|
|
(Principal Accounting Officer) |
51
Exhibit 31.1
Chief Executive Officer Certification Pursuant to
Rule 13a-14(a)/15d-14(a)
I, Dan L. Batrack, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Tetra Tech, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Dated: January 29, 2016
|
/s/ Dan L. Batrack |
|
|
Dan L. Batrack |
|
|
Chairman, Chief Executive Officer and President |
|
|
(Principal Executive Officer) |
|
Exhibit 31.2
Chief Financial Officer Certification Pursuant to
Rule 13a-14(a)/15d-14(a)
I, Steven M. Burdick, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Tetra Tech, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Dated: January 29, 2016
|
/s/ Steven M. Burdick |
|
|
Steven M. Burdick |
|
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Chief Financial Officer and Treasurer |
|
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(Principal Financial Officer) |
|
Exhibit 32.1
Certification of Chief Executive Officer Pursuant to
Section 1350
In connection with the Quarterly Report of Tetra Tech, Inc. (the Company) on Form 10-Q for the quarterly period ended December 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dan L. Batrack, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Dan L. Batrack |
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Dan L. Batrack |
|
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Chairman, Chief Executive Officer and President |
|
|
January 29, 2016 |
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|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Tetra Tech, Inc. and will be retained by Tetra Tech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.
Exhibit 32.2
Certification of Chief Financial Officer Pursuant to
Section 1350
In connection with the Quarterly Report of Tetra Tech, Inc. (the Company) on Form 10-Q for the quarterly period ended December 27, 2015 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Steven M. Burdick, Chief Financial Officer and Treasurer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with requirements of Section 13(a) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Steven M. Burdick |
|
|
Steven M. Burdick |
|
|
Chief Financial Officer and Treasurer |
|
|
January 29, 2016 |
|
|
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Tetra Tech, Inc. and will be retained by Tetra Tech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.
Exhibit 95
MINE SAFETY DISCLOSURES
The following table shows, for each project performed at U.S. mines that is subject to the Federal Mine Safety and Health Act of 1977 (MSHA), the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K. Section references are to sections of MSHA.
Three Month Period Ending December 27, 2015 |
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Pinto Valley Operations |
|
|
|
|
|
Alleged violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard (#) |
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0 |
|
Section 104(b) orders (#) |
|
0 |
|
Section 104(d) citations and orders (#) |
|
0 |
|
Section 110(b)(2) violations (#) |
|
0 |
|
Section 107(a) orders (#) |
|
0 |
|
Proposed assessments under MSHA ($) whole dollars |
|
0 |
|
Mining-related fatalities (#) |
|
0 |
|
Section 104(e) notice |
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0 |
|
Notice of the potential for a pattern of violations under Section 104(e) |
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0 |
|
Legal actions before the Federal Mine Safety and Health Review Commission (FMSHRC) initiated (#) |
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0 |
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Legal actions before the FMSHRC resolved |
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0 |
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Legal actions pending before the FMSHRC, end of period |
|
- |
|
Contests of citations and orders reference in Subpart B of 29 CFR Part 2700 |
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2 |
|
Contests of proposed penalties referenced in Subpart C of 29 CFR Part 2700 (#) |
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1 |
|
Complaints for compensation referenced in Subpart D of 29 CFR Part 2700 (#) |
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0 |
|
Complaints of discharge, discrimination or interference reference in Subpart E of 29 CFR Part 2700 (#) |
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0 |
|
Applications for temporary relief referenced in Subpart F of 29 CFR Part 2700 (#) |
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0 |
|
Appeals of judges decisions or orders reference in Subpart H of 29 CFR Part 2700 (#) |
|
0 |
|
Total pending legal actions (#) |
|
3 |
|
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v3.3.1.900
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands |
Dec. 27, 2015 |
Sep. 27, 2015 |
Current assets: |
|
|
Cash and cash equivalents |
$ 125,088
|
$ 135,326
|
Accounts receivable - net |
593,968
|
636,030
|
Prepaid expenses and other current assets |
57,198
|
42,125
|
Income taxes receivable |
13,483
|
10,294
|
Total current assets |
789,737
|
823,775
|
Property and equipment - net |
61,295
|
64,906
|
Investments in and advances to unconsolidated joint ventures |
1,824
|
1,886
|
Goodwill |
594,004
|
601,379
|
Intangible assets - net |
35,663
|
40,332
|
Other long-term assets |
44,971
|
26,964
|
Total assets |
1,527,494
|
1,559,242
|
Current liabilities: |
|
|
Accounts payable |
119,922
|
150,284
|
Accrued compensation |
91,633
|
103,866
|
Billings in excess of costs on uncompleted contracts |
96,188
|
93,989
|
Deferred income taxes |
16,953
|
20,787
|
Current portion of long-term debt |
13,041
|
11,904
|
Estimated contingent earn-out liabilities |
1,122
|
609
|
Other current liabilities |
64,694
|
69,003
|
Total current liabilities |
403,553
|
450,442
|
Deferred income taxes |
39,177
|
34,759
|
Long-term debt |
177,021
|
180,972
|
Long-term estimated contingent earn-out liabilities |
3,088
|
3,560
|
Other long-term liabilities |
$ 60,714
|
$ 32,711
|
Commitments and contingencies (Note 15) |
|
|
Equity: |
|
|
Preferred stock - Authorized, 2,000 shares of $0.01 par value; no shares issued and outstanding at December 27, 2015, and September 27, 2015 |
|
|
Common stock - Authorized, 150,000 shares of $0.01 par value; issued and outstanding, 58,909 and 59,381 shares at December 27, 2015, and September 27, 2015, respectively |
$ 589
|
$ 594
|
Additional paid-in capital |
310,662
|
326,593
|
Accumulated other comprehensive loss |
(158,545)
|
(143,171)
|
Retained earnings |
690,837
|
672,309
|
Tetra Tech stockholders' equity |
843,543
|
856,325
|
Noncontrolling interests |
398
|
473
|
Total equity |
843,941
|
856,798
|
Total liabilities and equity |
$ 1,527,494
|
$ 1,559,242
|
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v3.3.1.900
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands |
Dec. 27, 2015 |
Sep. 27, 2015 |
Condensed Consolidated Balance Sheets |
|
|
Preferred stock, Authorized shares |
2,000
|
2,000
|
Preferred stock, par value (in dollars per share) |
$ 0.01
|
$ 0.01
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common stock, Authorized shares |
150,000
|
150,000
|
Common stock, par value (in dollars per share) |
$ 0.01
|
$ 0.01
|
Common stock, shares issued |
58,909
|
59,381
|
Common stock, shares outstanding |
58,909
|
59,381
|
X |
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v3.3.1.900
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended |
Dec. 27, 2015 |
Dec. 28, 2014 |
Condensed Consolidated Statements of Income |
|
|
Revenue |
$ 560,708
|
$ 581,056
|
Subcontractor costs |
(139,752)
|
(143,976)
|
Other costs of revenue |
(347,796)
|
(358,281)
|
Selling, general and administrative expenses |
(39,229)
|
(42,187)
|
Contingent consideration - fair value adjustments |
(1,001)
|
|
Operating income |
32,930
|
36,612
|
Interest expense |
(1,660)
|
(1,790)
|
Income before income tax expense |
31,270
|
34,822
|
Income tax expense |
(8,030)
|
(9,176)
|
Net income including noncontrolling interests |
23,240
|
25,646
|
Net income attributable to noncontrolling interests |
(1)
|
(71)
|
Net income attributable to Tetra Tech |
$ 23,239
|
$ 25,575
|
Earnings per share attributable to Tetra Tech: |
|
|
Basic (in dollars per share) |
$ 0.39
|
$ 0.41
|
Diluted (in dollars per share) |
$ 0.39
|
$ 0.41
|
Weighted-average common shares outstanding: |
|
|
Basic (in shares) |
59,058
|
62,452
|
Diluted (in shares) |
59,793
|
63,112
|
Cash dividends paid per share |
$ 0.08
|
$ 0.07
|
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v3.3.1.900
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands |
3 Months Ended |
Dec. 27, 2015 |
Dec. 28, 2014 |
Condensed Consolidated Statements of Comprehensive Income |
|
|
Net income including noncontrolling interests |
$ 23,240
|
$ 25,646
|
Other comprehensive income, net of tax: |
|
|
Foreign currency translation adjustments |
(16,474)
|
(24,510)
|
Gain (loss) on cash flow hedge valuations |
1,110
|
(480)
|
Other comprehensive loss, net of tax |
(15,364)
|
(24,990)
|
Comprehensive income including noncontrolling interests |
7,876
|
656
|
Net income attributable to noncontrolling interests |
(1)
|
(71)
|
Foreign currency translation adjustments, net of tax |
(10)
|
(59)
|
Comprehensive income attributable to noncontrolling interests |
(11)
|
(130)
|
Comprehensive income attributable to Tetra Tech |
$ 7,865
|
$ 526
|
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v3.3.1.900
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
3 Months Ended |
Dec. 27, 2015 |
Dec. 28, 2014 |
Cash flows from operating activities: |
|
|
Net income including noncontrolling interests |
$ 23,240
|
$ 25,646
|
Adjustments to reconcile net income to net cash from operating activities: |
|
|
Depreciation and amortization |
9,805
|
12,992
|
Equity in income of unconsolidated joint ventures |
(202)
|
(650)
|
Distributions of earnings from unconsolidated joint ventures |
205
|
810
|
Stock-based compensation |
2,792
|
2,840
|
Excess tax benefits from stock-based compensation |
(118)
|
(142)
|
Deferred income taxes |
928
|
4,846
|
Provision for doubtful accounts |
7,019
|
(1,150)
|
Fair value adjustments to contingent consideration |
1,001
|
|
Gain on disposal of property and equipment |
(176)
|
(51)
|
Changes in operating assets and liabilities, net of effects of business acquisitions: |
|
|
Accounts receivable |
30,415
|
35,617
|
Prepaid expenses and other assets |
(8,648)
|
769
|
Accounts payable |
(30,361)
|
(59,382)
|
Accrued compensation |
(12,233)
|
(13,348)
|
Billings in excess of costs on uncompleted contracts |
2,199
|
3,539
|
Other liabilities |
(1,309)
|
(6,156)
|
Income taxes receivable/payable |
(942)
|
(726)
|
Net cash provided by operating activities |
23,615
|
5,454
|
Cash flows from investing activities: |
|
|
Capital expenditures |
(3,250)
|
(7,137)
|
Proceeds from sale of property and equipment |
704
|
5,216
|
Net cash used in investing activities |
(2,546)
|
(1,921)
|
Cash flows from financing activities: |
|
|
Payments on long-term debt |
(2,802)
|
(15,926)
|
Proceeds from borrowings |
|
13,493
|
Payments of earn-out liabilities |
(1,001)
|
|
Excess tax benefits from stock-based compensation |
118
|
142
|
Repurchases of common stock |
(25,000)
|
(20,167)
|
Dividend paid |
(4,713)
|
(4,372)
|
Net proceeds from issuance of common stock |
4,085
|
1,521
|
Net cash used in financing activities |
(29,313)
|
(25,309)
|
Effect of foreign exchange rate changes on cash |
(1,994)
|
(1,713)
|
Net decrease in cash and cash equivalents |
(10,238)
|
(23,489)
|
Cash and cash equivalents at beginning of period |
135,326
|
122,379
|
Cash and cash equivalents at end of period |
125,088
|
98,890
|
Cash paid during the period for: |
|
|
Interest |
1,743
|
1,867
|
Income taxes, net of refunds received of $0.4 million for both periods |
$ 8,793
|
$ 4,700
|
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Basis of Presentation
|
3 Months Ended |
Dec. 27, 2015 |
Basis of Presentation |
|
Basis of Presentation |
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and related notes of Tetra Tech, Inc. (“we,” “us” or “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements and, therefore, should be read in conjunction with the audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended September 27, 2015.
These financial statements reflect all normal recurring adjustments that are considered necessary for a fair statement of our financial position, results of operations and cash flows for the interim periods presented. The results of operations and cash flows for any interim period are not necessarily indicative of results for the full year or for future years.
We report our water resources, water and wastewater treatment, environment and infrastructure engineering activities in our Water, Environment and Infrastructure (“WEI”) reportable segment. Our Resource Management and Energy (“RME”) reportable segment includes our natural resources, energy, waste management, remediation, utilities and international development services. We report the results of the wind-down of our non-core construction activities in the Remediation and Construction Management (“RCM”) reportable segment. In the first quarter of fiscal 2016, we re-aligned certain operating units within our reportable segments to improve organizational effectiveness by better aligning operations with similar clients and projects (see Note 10, “Reportable Segments” for further discussion). Prior year amounts for reportable segments have been revised to conform to the current-year presentation.
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v3.3.1.900
Accounts Receivable - Net
|
3 Months Ended |
Dec. 27, 2015 |
Accounts Receivable - Net |
|
Accounts Receivable - Net |
2. Accounts Receivable – Net
Net accounts receivable and billings in excess of costs on uncompleted contracts consisted of the following:
|
|
December 27, 2015
|
|
September 27, 2015
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
Billed
|
|
$
|
335,873
|
|
$
|
331,364
|
|
Unbilled
|
|
271,578
|
|
311,823
|
|
Contract retentions
|
|
24,221
|
|
24,333
|
|
|
|
|
|
|
|
Total accounts receivable – gross
|
|
631,672
|
|
667,520
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
(37,704)
|
|
(31,490)
|
|
|
|
|
|
|
|
Total accounts receivable – net
|
|
$
|
593,968
|
|
$
|
636,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billings in excess of costs on uncompleted contracts
|
|
$
|
96,188
|
|
$
|
93,989
|
|
|
|
|
|
|
|
|
|
Billed accounts receivable represent amounts billed to clients that have not been collected. Unbilled accounts receivable represent revenue recognized but not yet billed pursuant to contract terms or billed after the period end date. Most of our unbilled receivables at December 27, 2015 are expected to be billed and collected within 12 months. Contract retentions represent amounts withheld by clients until certain conditions are met or the project is completed, which may be several months or years. The allowance for doubtful accounts represents amounts that may become uncollectible or unrealizable in the future. We determine an estimated allowance for uncollectible accounts based on management’s consideration of trends in the actual and forecasted credit quality of our clients, including delinquency and payment history; type of client, such as a government agency or a commercial sector client; and general economic and particular industry conditions that may affect a client’s ability to pay. Billings in excess of costs on uncompleted contracts represent the amount of cash collected from clients and billings to clients on contracts in advance of revenue recognized. The majority of billings in excess of costs on uncompleted contracts will be earned within 12 months.
Once contract performance is underway, we may experience changes in conditions, client requirements, specifications, designs, materials, and expectations regarding the period of performance. Such changes result in “change orders” and may be initiated by us or by our clients. In many cases, agreement with the client as to the terms of change orders is reached prior to work commencing; however, sometimes circumstances require that work progresses without obtaining a definitive client agreement. Unapproved change orders constitute claims in excess of agreed contract prices that we seek to collect from our clients (or other third parties) for delays, errors in specifications and designs, contract terminations, or other causes of unanticipated additional costs. Revenue on claims is recognized when contract costs related to claims have been incurred and when their addition to contract value can be reliably estimated. This can lead to a situation in which costs are recognized in one period and revenue is recognized in a subsequent period such as when client agreement is obtained or a claims resolution occurs.
Total accounts receivable at December 27, 2015 and September 27, 2015 included approximately $39 million and $53 million, respectively, related to claims, including requests for equitable adjustment, on contracts that provide for price redetermination. During the first quarter of fiscal 2016 we collected $13.4 million to settle claims of $8.8 million, which resulted in gains in operating income of $4.6 million in the RCM reportable segment. We regularly evaluate all unsettled claim amounts and record appropriate adjustments to operating earnings when it is probable that the claim will result in a different contract value than the amount previously estimated. In the first quarter of fiscal 2016, we also recognized reductions to operating income in our RCM segment and a related increase in the allowance for doubtful accounts of $7.9 million as a result of our updated assessment of the collectability of certain accounts receivable, of which $4.6 million related to unsettled claims. As a result of the assessment of claims in last year’s first quarter, we recognized revenue and an increase in operating income of $3.2 million related to claims with a federal government client.
Billed accounts receivable related to U.S. federal government contracts were $58.0 million and $61.9 million at December 27, 2015 and September 27, 2015, respectively. U.S. federal government unbilled receivables were $62.3 million and $74.2 million at December 27, 2015 and September 27, 2015, respectively. Other than the U.S. federal government, no single client accounted for more than 10% of our accounts receivable at December 27, 2015 and September 27, 2015.
We recognize revenue for most of our contracts using the percentage-of-completion method, primarily utilizing the cost-to-cost approach to estimate the progress towards completion in order to determine the amount of revenue and profit to recognize. Changes in those estimates could result in recognition of cumulative catch-up adjustments to the contract’s inception-to-date revenue, costs, and profit in the period in which such changes are made. As a result, we recognized immaterial net operating income adjustments during the first quarter of fiscal 2016 compared to net unfavorable operating income adjustments of $2.4 million in last year’s first quarter. Changes in revenue and cost estimates could also result in a projected loss that would be recorded immediately in earnings. As of December 27, 2015 and September 27, 2015, we recorded a liability for anticipated losses of $8.6 million and $10.5 million, respectively. The estimated cost to complete the related contracts as of December 27, 2015 was $47.7 million.
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v3.3.1.900
Mergers and Acquisitions
|
3 Months Ended |
Dec. 27, 2015 |
Mergers and Acquisitions |
|
Mergers and Acquisitions |
3. Mergers and Acquisitions
We made no acquisitions in the first quarter of fiscal 2016. In fiscal 2015, we acquired Cornerstone Environmental Group, LLC (“CEG”), headquartered in Middletown, New York. CEG is an environmental engineering and consulting firm focused on solid waste markets in the United States, and is included in our RME segment. The fair value of the purchase price for CEG was $15.9 million. Of this amount, $11.8 million was paid to the sellers and $4.1 million was the estimated fair value of contingent earn-out obligations, with a maximum of $9.8 million, based upon the achievement of specified financial objectives.
Goodwill additions resulting from business combinations are primarily attributable to the existing workforce of the acquired companies and the synergies expected to arise after the acquisitions. Specifically, the goodwill additions related to the fiscal 2015 acquisition primarily represents the value of a workforce with distinct expertise in the solid waste markets. In addition, these acquired capabilities, when combined with our existing global consulting and engineering business, result in opportunities that allow us to provide services under contracts that could not have been pursued individually by either us or the acquired company. The results of this acquisition were included in the consolidated financial statements from the closing date. The acquisition was not considered material to our condensed consolidated financial statements. As a result, no pro forma information has been provided.
Most of our acquisition agreements include contingent earn-out agreements, which are generally based on the achievement of future operating income thresholds. The contingent earn-out arrangements are based on our valuations of the acquired companies, and reduce the risk of overpaying for acquisitions if the projected financial results are not achieved. The fair values of any earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, we estimate the fair value of contingent earn-out payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability in “Estimated contingent earn-out liabilities” and “Long-term estimated contingent earn-out liabilities” on the consolidated balance sheets. We consider several factors when determining that contingent earn-out liabilities are part of the purchase price, including the following: (1) the valuation of our acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (2) the former owners of acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of our other key employees. The contingent earn-out payments are not affected by employment termination.
We measure our contingent earn-out liabilities at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy (as described in “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 27, 2015). We use a probability-weighted discounted income approach as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are operating income projections over the earn-out period (generally two or three years), and the probability outcome percentages we assign to each scenario. Significant increases or decreases to either of these inputs in isolation would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in our consolidated statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date is reflected as cash used in operating activities.
We review and re-assess the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Changes in the estimated fair value of our contingent earn-out liabilities related to the time component of the present value calculation are reported in interest expense. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. During the first quarter of fiscal 2016, we recorded an increase in our contingent earn-out liabilities and reported a related loss in operating income of $1.0 million. This loss represents the final cash settlement during the first quarter of fiscal 2016 of an earn-out liability that was valued at $0 at the end of fiscal 2015. We recorded no gains or losses related to changes in the estimated fair value of our contingent earn-out liabilities in the first quarter of fiscal 2015.
At December 27, 2015, there was a total maximum of $25.6 million of outstanding contingent consideration related to acquisitions. Of this amount, $4.2 million was estimated as the fair value and accrued on our condensed consolidated balance sheet.
Subsequent Event. On January 19, 2016, we announced that our off-market takeover bid for all of the outstanding shares of Coffey International Limited (“Coffey”) was free from all conditions required to close the purchase. The payment for the shares will occur in the second quarter of fiscal 2016, with a purchase price of approximately $76 million for 100% of the shares.
|
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- DefinitionThe entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
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v3.3.1.900
Goodwill and Intangible Assets
|
3 Months Ended |
Dec. 27, 2015 |
Goodwill and Intangible Assets |
|
Goodwill and Intangible Assets |
4. Goodwill and Intangible Assets
The following table summarizes the changes in the carrying value of goodwill:
|
|
WEI
|
|
RME
|
|
Total
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
Balance at September 27, 2015
|
|
$
|
210,748
|
|
$
|
390,631
|
|
$
|
601,379
|
|
Goodwill adjustments
|
|
–
|
|
2,000
|
|
2,000
|
|
Foreign exchange impact
|
|
(3,750)
|
|
(5,625)
|
|
(9,375)
|
|
|
|
|
|
|
|
|
|
Balance at December 27, 2015
|
|
$
|
206,998
|
|
$
|
387,006
|
|
$
|
594,004
|
|
|
|
|
|
|
|
|
|
|
|
|
We perform our annual goodwill impairment review at the beginning of our fiscal fourth quarter. Our most recent review was performed at June 29, 2015 (i.e. the first day of our fourth quarter in fiscal 2015). In addition, we regularly evaluate whether events and circumstances have occurred that may indicate a potential change in recoverability of goodwill. We perform interim goodwill impairment reviews between our annual reviews if certain events and circumstances have occurred, including a deterioration in general economic conditions; an increase in the competitive environment; a change in management, key personnel, strategy or customers; negative or declining cash flows; or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.
We estimate the fair value of all reporting units with a goodwill balance based on a comparison and weighting of the income approach (weighted 70%), specifically the discounted cash flow method and the market approach (weighted 30%), which estimates the fair value of our reporting units based upon comparable market prices and recent transactions and also validates the reasonableness of the multiples from the income approach. The resulting fair value is most sensitive to the assumptions we use in our discounted cash flow analysis. The assumptions that have the most significant impact on the fair value calculation are the reporting unit’s revenue growth rate and operating profit margin, and the discount rate used to convert future estimated cash flows to a single present value amount.
In the fourth quarter of fiscal 2015, we determined that our Waste Management Group (“WMG”) reporting unit in our RME segment had an estimated fair value that exceeded its carrying value by less than 20%. In our discounted cash flow model for WMG, we assumed annual revenue growth rates of 3% to 5% based on historical trends in WMG and the solid waste industry, projections for future solid waste activity, and WMG’s backlog and prospects for new orders. We discounted the resulting cash flows at a rate of 11.0%. Our market based assessment resulted in a value approximating a 1.0 multiple of revenue for the 12 month period preceding the valuation date. The discounted cash flow value, combined on a weighted-average basis with the results of our market analysis, resulted in an estimated fair value for WMG of $103.5 million compared to our carrying value including goodwill of $93.9 million. No changes occurred during the first quarter of fiscal 2016 that would significantly change these amounts. As of December 27, 2015, the goodwill amount for WMG was $56.5 million.
Although we believe that our current estimate of fair value is reasonable, our analysis is primarily dependent on our future level of revenue from our solid waste clients. However, the extent of our future activity is uncertain. We currently anticipate that if WMG’s future revenue grows by less than 2.0%, or market prices for similar businesses decline by more than 10%, WMG’s goodwill could become impaired.
Additionally, if the yield on 20-year U.S. treasury bonds (our assumed risk-free rate of return) or the additional return investors require for alternate investments, including those similar to WMG, increases, we may be required to increase the discount rate used in our cash flow analysis. If all of our operating assumptions remain constant, but we are required to increase the discount rate in our cash flow model to 14.0% or higher, WMG’s goodwill could become impaired.
Foreign exchange impact relates to our foreign subsidiaries with functional currencies that are different than our reporting currency. The gross amounts of goodwill for WEI were $289.4 million and $293.1 million at December 27, 2015 and September 27, 2015, respectively, excluding $82.4 million of accumulated impairment. The gross amounts of goodwill for RME were $420.2 million and $423.8 million at December 27, 2015 and September 27, 2015, respectively, excluding $33.2 million of accumulated impairment.
The gross amount and accumulated amortization of our acquired identifiable intangible assets with finite useful lives included in “Intangible assets - net” on the condensed consolidated balance sheets, were as follows:
|
|
December 27, 2015
|
|
September 27, 2015
|
|
|
|
Weighted- Average Remaining Life (in Years)
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-compete agreements
|
|
0.9
|
|
$
|
811
|
|
$
|
(629)
|
|
$
|
819
|
|
$
|
(587)
|
|
Client relations
|
|
3.3
|
|
104,988
|
|
(70,224)
|
|
106,676
|
|
(67,726)
|
|
Backlog
|
|
0.3
|
|
2,093
|
|
(1,710)
|
|
2,115
|
|
(1,444)
|
|
Technology and trade names
|
|
1.3
|
|
2,429
|
|
(2,095)
|
|
2,506
|
|
(2,027)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
110,321
|
|
$
|
(74,658)
|
|
$
|
112,116
|
|
$
|
(71,784)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments reduced net identifiable intangible assets by $0.4 million in the first quarter of fiscal 2016. Amortization expense for the identifiable intangible assets for the first quarters of fiscal 2016 and 2015 was $4.3 million and $5.9 million, respectively. Estimated amortization expense for the remainder of fiscal 2016 and succeeding years is as follows:
|
|
Amount
|
|
|
|
(in thousands)
|
|
|
|
|
|
2016
|
|
$
|
10,827
|
|
2017
|
|
12,525
|
|
2018
|
|
5,843
|
|
2019
|
|
2,989
|
|
2020
|
|
2,418
|
|
Beyond
|
|
1,061
|
|
|
|
|
|
Total
|
|
$
|
35,663
|
|
|
|
|
|
|
|
X |
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- DefinitionThe entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.
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v3.3.1.900
Property and Equipment
|
3 Months Ended |
Dec. 27, 2015 |
Property and Equipment |
|
Property and Equipment |
5. Property and Equipment
Property and equipment consisted of the following:
|
|
December 27, 2015
|
|
September 27, 2015
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
Land and buildings
|
|
$
|
3,660
|
|
$
|
3,661
|
|
Equipment, furniture and fixtures
|
|
175,951
|
|
176,883
|
|
Leasehold improvements
|
|
21,749
|
|
21,582
|
|
|
|
|
|
|
|
Total property and equipment
|
|
201,360
|
|
202,126
|
|
Accumulated depreciation
|
|
(140,065)
|
|
(137,220)
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
61,295
|
|
$
|
64,906
|
|
|
|
|
|
|
|
|
|
The depreciation expense related to property and equipment, including assets under capital leases, was $5.3 million and $6.9 million for the first quarters of fiscal 2016 and 2015, respectively.
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v3.3.1.900
Stock Repurchase and Dividends
|
3 Months Ended |
Dec. 27, 2015 |
Stock Repurchase and Dividends. |
|
Stock Repurchase and Dividends |
6. Stock Repurchase and Dividends
On November 10, 2014, the Board of Directors authorized a stock repurchase program under which we may repurchase up to $200 million of our common stock over the next two years. In the first quarter of fiscal 2016, we repurchased through open market purchases a total of 939,909 shares at an average price of $26.60, for a total cost of $25.0 million under this repurchase program.
On November 9, 2015, the Board of Directors declared a quarterly cash dividend of $0.08 per share payable on December 11, 2015 to stockholders of record as of the close of business on November 30, 2015. Dividends totaling $4.7 million and $4.4 million were paid in the first quarters of fiscal 2016 and fiscal 2015, respectively.
Subsequent Event. On January 25, 2016, the Board of Directors declared a quarterly cash dividend of $0.08 per share payable on February 26, 2016 to stockholders of record as of the close of business on February 12, 2016.
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v3.3.1.900
Stockholders' Equity and Stock Compensation Plans
|
3 Months Ended |
Dec. 27, 2015 |
Stockholders' Equity and Stock Compensation Plans |
|
Stockholders' Equity and Stock Compensation Plans |
7. Stockholders’ Equity and Stock Compensation Plans
We recognize the fair value of our stock-based compensation awards as compensation expense on a straight-line basis over the requisite service period in which the award vests. Stock-based compensation expense for the first quarters of both fiscal 2016 and fiscal 2015 was $2.8 million. The majority of these amounts were included in “Selling, general and administrative (“SG&A”) expenses” in our condensed consolidated statements of income. In the first quarter of fiscal 2016, we granted 241,932 stock options with an exercise price of $27.16 per share and an estimated weighted-average fair value of $8.05 per share to our non-employee directors and executive officers. The executive officer options vest over a four-year period, and the non-employee director options vest after one year. In addition, we awarded 137,777 performance shares units (“PSUs”) to our non-employee directors and executive officers at the fair value of $31.63 per share on the award date. All of the PSUs are performance-based and vest, if at all, after the conclusion of the three-year performance period. The number of PSUs that ultimately vest is based 50% on the growth in our diluted earnings per share and 50% on our total shareholder return over the vesting period. Additionally, we awarded 215,539 restricted stock units (“RSUs”) to our non-employee directors, executive officers and employees at the fair value of $27.16 per share on the award date. All of the executive officer and employee RSUs have time-based vesting over a four-year period, and the non-employee director RSUs vest after one year.
|
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- DefinitionDisclosures related to accounts comprising shareholders' equity including compensation-related costs for share-based compensation which may include disclosure of policies, compensation plan details, allocation of stock compensation, incentive distributions, share-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
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v3.3.1.900
Earnings Per Share ("EPS")
|
3 Months Ended |
Dec. 27, 2015 |
Earnings Per Share ("EPS") |
|
Earnings Per Share ("EPS") |
8. Earnings Per Share (“EPS”)
Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding, less unvested restricted stock for the period. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding and dilutive potential common shares for the period. Potential common shares include the weighted-average dilutive effects of outstanding stock options and unvested restricted stock using the treasury stock method.
The following table sets forth the number of weighted-average shares used to compute basic and diluted EPS:
|
|
Three Months Ended
|
|
|
|
December 27, 2015
|
|
December 28, 2014
|
|
|
|
(in thousands, except per share data)
|
|
|
|
|
|
|
|
Net income attributable to Tetra Tech
|
|
$
|
23,239
|
|
$
|
25,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding - basic
|
|
59,058
|
|
62,452
|
|
Effect of dilutive stock options and unvested restricted stock
|
|
735
|
|
660
|
|
|
|
|
|
|
|
Weighted-average common stock outstanding - diluted
|
|
59,793
|
|
63,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to Tetra Tech:
|
|
|
|
|
|
Basic
|
|
$
|
0.39
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.39
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
For the first quarters of fiscal 2016 and 2015, 0.6 million and 0.8 million options, respectively, were excluded from the calculation of dilutive potential common shares because the assumed proceeds per share exceeded the average market price per share during the period. Therefore, their inclusion would have been anti-dilutive.
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v3.3.1.900
Income Taxes
|
3 Months Ended |
Dec. 27, 2015 |
Income Taxes |
|
Income Taxes |
9. Income Taxes
The effective tax rates for the first quarters of fiscal 2016 and 2015 were 25.7% and 26.4%, respectively. During the first quarter of fiscal 2016, the Protecting Americans from Tax Hikes (“PATH”) Act of 2015 was signed into law. This law permanently extended the federal research and experimentation tax credits (“R&E Credits”) retroactive to January 1, 2015. Our income tax expense for the first quarter of fiscal 2016 included a tax benefit of $2.0 million attributable to operating income during the last nine months of fiscal 2015, primarily related to the retroactive recognition of the R&E Credits. Our income tax expense for the first quarter of fiscal 2015 included a similar retroactive tax benefit of $1.2 million attributable to operating income during the last nine months of fiscal 2014.
At December 27, 2015, approximately $63.3 million of undistributed earnings of our foreign subsidiaries, primarily in Canada, are expected to be permanently reinvested. Accordingly, no provision for U.S. income taxes or foreign withholding taxes has been made. Upon distribution of those earnings, we would be subject to U.S. income taxes and foreign withholding taxes. Assuming the permanently reinvested foreign earnings were repatriated under the laws and rates applicable at December 27, 2015, the incremental federal tax applicable to those earnings would be approximately $5.4 million.
We review the realizability of deferred tax assets on a quarterly basis by assessing the need for a valuation allowance. As of December 27, 2015, we performed our assessment of net deferred tax assets. Significant management judgment is required in determining the provision for income taxes and, in particular, any valuation allowance recorded against our deferred tax assets. Applying the applicable accounting guidance requires an assessment of all available evidence, both positive and negative, regarding the realizability of the net deferred tax assets. Based upon recent results, we concluded that a cumulative loss in recent years exists in certain foreign jurisdictions. We have historically relied on the following factors in our assessment of the realizability of our net deferred tax assets:
|
·
| |
taxable income in prior carryback years as permitted under the tax law; |
|
·
| |
future reversals of existing taxable temporary differences; |
|
·
| |
consideration of available tax planning strategies and actions that could be implemented, if necessary; and |
|
·
| |
estimates of future taxable income from our operations. |
We considered these factors in our estimate of the reversal pattern of deferred tax assets, using assumptions that we believe are reasonable and consistent with operating results. However, as a result of projected cumulative pre-tax losses in certain foreign jurisdictions for the 36 months ending December 30, 2018, we concluded that our estimates of future taxable income and certain tax planning strategies did not constitute sufficient positive evidence to assert that it is more likely than not that certain deferred tax assets would be realizable before expiration. Based on our assessment, we have concluded that it is more likely than not that the assets will be realized except for the assets related to loss carry-forwards in foreign jurisdictions for which a valuation allowance of $8.3 million has been provided in prior years.
|
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.3.1.900
Reportable Segments
|
3 Months Ended |
Dec. 27, 2015 |
Reportable Segments |
|
Reportable Segments |
10. Reportable Segments
Our reportable segments are described as follows:
WEI: WEI provides consulting and engineering services worldwide for a broad range of water and infrastructure-related needs in both developed and emerging economies. WEI supports both public and private clients including federal, state/provincial, and local governments, and global and local commercial and industrial clients. The primary markets for WEI’s services include water resources analysis and water management, environmental restoration, government consulting, and a broad range of civil infrastructure master planning and engineering design for facilities, transportation, and regional and local development. WEI’s services span from early data collection and monitoring, to data analysis and information technology, to science and engineering applied research, to engineering design, to construction management and operations and maintenance.
RME: RME provides consulting and engineering services worldwide for a broad range of resource management and energy needs. RME supports both private and public clients, including global industrial and commercial clients, U.S. federal agencies in large scale remediation, and major international development agencies. The primary markets for RME’s services include natural resources, energy, remediation, waste management, utilities and international development. RME’s services span from early data collection and monitoring, to data analysis and information technology, to science and engineering applied research, to engineering design, to construction management and operations and maintenance. RME supports engineering, procurement and construction management for full service implementation of commercial projects.
RCM: We report the results of the wind-down of our non-core construction activities in the RCM reportable segment. The remaining work performed in this segment will be substantially complete by the end of fiscal 2016.
Management evaluates the performance of these reportable segments based upon their respective segment operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. We account for inter-segment sales and transfers as if the sales and transfers were to third parties; that is, by applying a negotiated fee onto the costs of the services performed. All significant intercompany balances and transactions are eliminated in consolidation.
The following tables set forth summarized financial information regarding our reportable segments:
Reportable Segments
|
|
Three Months Ended
|
|
|
|
December 27, 2015
|
|
December 28, 2014
|
|
|
|
(in thousands)
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
WEI
|
|
$
|
240,383
|
|
$
|
247,797
|
|
RME
|
|
315,717
|
|
316,276
|
|
RCM
|
|
20,826
|
|
34,430
|
|
Elimination of inter-segment revenue
|
|
(16,218)
|
|
(17,447)
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
560,708
|
|
$
|
581,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
WEI
|
|
$
|
20,030
|
|
$
|
21,513
|
|
RME
|
|
25,443
|
|
26,039
|
|
RCM
|
|
(5,282)
|
|
(3,420)
|
|
Corporate (1)
|
|
(7,261)
|
|
(7,520)
|
|
|
|
|
|
|
|
Total operating income
|
|
$
|
32,930
|
|
$
|
36,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
WEI
|
|
$
|
1,168
|
|
$
|
1,377
|
|
RME
|
|
3,533
|
|
3,534
|
|
RCM
|
|
193
|
|
660
|
|
Corporate
|
|
409
|
|
1,293
|
|
|
|
|
|
|
|
Total depreciation
|
|
$
|
5,303
|
|
$
|
6,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Includes amortization of intangibles, other costs, and other income not allocable to our reportable segments.
|
|
|
|
December 27, 2015
|
|
September 27, 2015
|
|
|
|
(in thousands)
|
|
Total Assets
|
|
|
|
|
|
|
|
|
|
|
|
WEI
|
|
$
|
278,370
|
|
$
|
287,112
|
|
RME
|
|
395,617
|
|
422,133
|
|
RCM
|
|
45,750
|
|
57,612
|
|
Corporate (1)
|
|
807,757
|
|
792,385
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,527,494
|
|
$
|
1,559,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Corporate assets consist of intercompany eliminations and assets not allocated to our reportable segments including goodwill, intangible assets, deferred income taxes and certain other assets.
|
|
Major Clients
Other than the U.S. federal government, no single client accounted for more than 10% of our revenue. All of our segments generated revenue from all client sectors.
The following table represents our revenue by client sector:
|
|
Three Months Ended
|
|
|
|
December 27, 2015
|
|
December 28, 2014
|
|
|
|
(in thousands)
|
|
Client Sector
|
|
|
|
|
|
|
|
|
|
|
|
International (1)
|
|
$
|
135,807
|
|
$
|
147,061
|
|
U.S. commercial
|
|
188,164
|
|
173,658
|
|
U.S. federal government (2)
|
|
165,022
|
|
185,711
|
|
U.S. state and local government
|
|
71,715
|
|
74,626
|
|
|
|
|
|
|
|
Total
|
|
$
|
560,708
|
|
$
|
581,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Includes revenue generated from foreign operations, primarily in Canada, and revenue generatedfrom non-U.S. clients.
(2)Includes revenue generated under U.S. federal government contracts performed outside the United States.
|
|
|
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- DefinitionThe entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.
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v3.3.1.900
Fair Value Measurements
|
3 Months Ended |
Dec. 27, 2015 |
Fair Value Measurements |
|
Fair Value Measurements |
11. Fair Value Measurements
The fair value of long-term debt was determined using the present value of future cash flows based on the borrowing rates currently available for debt with similar terms and maturities (Level 2 measurement, as described in “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 27, 2015). The carrying value of our long-term debt approximated fair value at December 27, 2015 and September 27, 2015. As of December 27, 2015, we had borrowings of $189.6 million outstanding under our amended credit agreement, which were used to fund our business acquisitions, working capital needs, and contingent earn-outs.
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- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
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v3.3.1.900
Joint Ventures
|
3 Months Ended |
Dec. 27, 2015 |
Joint Ventures |
|
Joint Ventures |
12. Joint Ventures
Consolidated Joint Ventures
The aggregate revenue of our consolidated joint ventures was $0.5 million and $2.2 million for the first quarters of fiscal 2016 and 2015, respectively. The assets and liabilities of these consolidated joint ventures were immaterial at December 27, 2015 and September 27, 2015. These assets are restricted for use only by those joint ventures and are not available for our general operations. Cash and cash equivalents maintained by the consolidated joint ventures at December 27, 2015 and September 27, 2015 were $0.5 million and $0.7 million, respectively.
Unconsolidated Joint Ventures
We account for our unconsolidated joint ventures using the equity method of accounting. Under this method, we recognize our proportionate share of the net earnings of these joint ventures within “Other costs of revenue” in our condensed consolidated statements of income. For the first quarters of fiscal 2016 and 2015, we reported $0.2 million and $0.7 million of equity in earnings of unconsolidated joint ventures, respectively. Our maximum exposure to loss as a result of our investments in unconsolidated joint ventures is typically limited to the aggregate of the carrying value of the investment. Future funding commitments for our unconsolidated joint ventures are immaterial. The unconsolidated joint ventures are, individually and in the aggregate, immaterial to our condensed consolidated financial statements.
The aggregate carrying values of the assets and liabilities of the unconsolidated joint ventures were $13.7 million and $11.9 million, respectively, at December 27, 2015, and $17.1 million and $15.2 million, respectively, at September 27, 2015.
|
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- DefinitionDisclosures of variable interest entities (VIE) in aggregate, including how similar entities are aggregated, if separate reporting would not provide more useful information, distinguished between (1) VIEs that are not consolidated because the enterprise is not the primary beneficiary but has a significant variable interest or is the sponsor that holds a variable interest, and (2) VIEs that are consolidated. Presented in a manner that clearly and fully explains to financial statement users the nature and extent of an enterprise's involvement with variable interest entities, which also includes disclosure of information related to equity method investments during the reporting period.
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v3.3.1.900
Derivative Financial Instruments
|
3 Months Ended |
Dec. 27, 2015 |
Derivative Financial Instruments |
|
Derivative Financial Instruments |
13. Derivative Financial Instruments
We use certain interest rate derivative contracts to hedge interest rate exposures on our variable rate debt. We enter into foreign currency derivative contracts with financial institutions to reduce the risk that cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. Our hedging program is not designated for trading or speculative purposes.
We recognize derivative instruments as either assets or liabilities on the accompanying condensed consolidated balance sheets at fair value (Level 2 measurement, as described in “Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 27, 2015). We record changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as accounting hedges in our condensed consolidated balance sheets as accumulated other comprehensive loss.
In fiscal 2013, we entered into three interest rate swap agreements that we designated as cash flow hedges to fix the variable interest rates on a portion of borrowings under our term loan facility. In the first quarter of fiscal 2014, we entered into two interest rate swap agreements that we designated as cash flow hedges to fix the variable interest rates on the borrowings under the term loan facility. At December 27, 2015, the effective portion of our interest rate swap agreements designated as cash flow hedges before tax effect was $1.2 million, all of which we expect to be reclassified from accumulated other comprehensive loss to interest expense within the next 12 months.
As of December 27, 2015, the total notional principal amount of our outstanding interest rate swap agreements which expire in May 2018 was $189.6 million and the weighted average fixed interest rate was 1.32%.
The fair values of our outstanding derivatives designated as hedging instruments were as follows:
|
|
Balance Sheet Location
|
|
December 27, 2015
|
|
September 27, 2015
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
|
|
Other current liabilities
|
|
$
|
1,385
|
|
$
|
2,518
|
|
The impact of the effective portions of derivative instruments in cash flow hedging relationships on income and other comprehensive income from our foreign currency forward contracts and interest rate swap agreements was immaterial for the first three months of fiscal 2016 and the fiscal year ended September 27, 2015. Additionally, there were no ineffective portions of derivative instruments. Accordingly, no amounts were excluded from effectiveness testing for our foreign currency forward contracts and interest rate swap agreements. We had no derivative instruments that were not designated as hedging instruments for fiscal 2015 and the first quarter of fiscal 2016.
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v3.3.1.900
Reclassifications Out of Accumulated Other Comprehensive Loss
|
3 Months Ended |
Dec. 27, 2015 |
Reclassifications Out of Accumulated Other Comprehensive Loss |
|
Reclassifications Out of Accumulated Other Comprehensive Loss |
14. Reclassifications Out of Accumulated Other Comprehensive Loss
The accumulated balances and reporting period activities for the three months ended December 27, 2015 and December 28, 2014 related to reclassifications out of accumulated other comprehensive loss are summarized as follows:
|
|
Foreign Currency Translation Adjustments
|
|
Loss on Derivative Instruments
|
|
Accumulated Other Comprehensive Loss
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
Balances at September 28, 2014
|
|
$
|
(43,085)
|
|
$
|
547
|
|
$
|
(42,538)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
(24,569)
|
|
111
|
|
(24,458)
|
|
Reclassification adjustment of prior derivative settlement, net of tax
|
|
–
|
|
(591)
|
|
(591)
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive loss
|
|
(24,569)
|
|
(480)
|
|
(25,049)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 28, 2014
|
|
$
|
(67,654)
|
|
$
|
67
|
|
$
|
(67,587)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 27, 2015
|
|
$
|
(141,229)
|
|
$
|
(1,942)
|
|
$
|
(143,171)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
(16,484)
|
|
1,671
|
|
(14,813)
|
|
Reclassification adjustment of prior derivative settlement, net of tax
|
|
–
|
|
(561)
|
|
(561)
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income (loss)
|
|
(16,484)
|
|
1,110
|
|
(15,374)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 27, 2015
|
|
$
|
(157,713)
|
|
$
|
(832)
|
|
$
|
(158,545)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
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v3.3.1.900
Commitments and Contingencies
|
3 Months Ended |
Dec. 27, 2015 |
Commitments and Contingencies |
|
Commitments and Contingencies |
15. Commitments and Contingencies
We are subject to certain claims and lawsuits typically filed against the engineering, consulting and construction profession, alleging primarily professional errors or omissions. We carry professional liability insurance, subject to certain deductibles and policy limits, against such claims. However, in some actions, parties are seeking damages that exceed our insurance coverage or for which we are not insured. While management does not believe that the resolution of these claims will have a material adverse effect, individually or in aggregate, on our financial position, results of operations or cash flows, management acknowledges the uncertainty surrounding the ultimate resolution of these matters.
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v3.3.1.900
Recent Accounting Pronouncements
|
3 Months Ended |
Dec. 27, 2015 |
Recent Accounting Pronouncements |
|
Recent Accounting Pronouncements |
16. Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard that will supersede existing revenue recognition guidance under current U.S. GAAP. The new standard is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods and services. The accounting standard is effective for us in the first quarter of fiscal year 2019. Companies may use either a full retrospective or a modified retrospective approach to adopt this standard, and management is currently evaluating which transition approach to use. We are currently assessing what impact this new standard may have on our consolidated financial statements.
In June 2014, the FASB issued updated guidance intended to eliminate the diversity in practice regarding share-based payment awards that include terms which provide for a performance target that affects vesting being achieved after the requisite service period. The new standard requires that a performance target which affects vesting and could be achieved after the requisite service period be treated as a performance condition that affects vesting and should not be reflected in estimating the grant-date fair value. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.
In January 2015, the FASB issued an amendment to the accounting guidance related to the income statement presentation of extraordinary and unusual items. The amendment eliminates from U.S. GAAP the concept of extraordinary items. The guidance is effective for us in the first quarter of fiscal 2017. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.
In February 2015, the FASB issued updated guidance which changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this guidance to have an impact on our consolidated financial statements.
In April 2015, the FASB issued updated guidance intended to simplify, and provide consistency to, the presentation of debt issuance costs. The new standard requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In August 2015, the FASB issued updated guidance relating to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force meeting on the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. The updated guidance allows for the deferral and presentation of debt issuance costs as an asset which may be amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any related outstanding borrowings. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In September 2015, the FASB issued updated guidance to simplify measurement-period adjustments in business combinations. The updated guidance eliminated the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In November 2015, the FASB issued updated guidance as a part of its ongoing Simplification Initiative, with the objective of reducing complexity in accounting standards. The updated guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This guidance does not change the offsetting requirements for deferred tax liabilities and assets, which results in the presentation of one amount on the balance sheet. The guidance is effective for interim and annual reporting periods beginning December 15, 2016, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
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v3.3.1.900
Accounts Receivable - Net (Tables)
|
3 Months Ended |
Dec. 27, 2015 |
Accounts Receivable - Net |
|
Net accounts receivable and billings in excess of costs on uncompleted contracts |
|
|
December 27, 2015
|
|
September 27, 2015
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
Billed
|
|
$
|
335,873
|
|
$
|
331,364
|
|
Unbilled
|
|
271,578
|
|
311,823
|
|
Contract retentions
|
|
24,221
|
|
24,333
|
|
|
|
|
|
|
|
Total accounts receivable – gross
|
|
631,672
|
|
667,520
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
(37,704)
|
|
(31,490)
|
|
|
|
|
|
|
|
Total accounts receivable – net
|
|
$
|
593,968
|
|
$
|
636,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billings in excess of costs on uncompleted contracts
|
|
$
|
96,188
|
|
$
|
93,989
|
|
|
|
|
|
|
|
|
|
|
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v3.3.1.900
Goodwill and Intangible Assets (Tables)
|
3 Months Ended |
Dec. 27, 2015 |
Goodwill and Intangible Assets |
|
Summary of changes in the carrying value of goodwill |
|
|
WEI
|
|
RME
|
|
Total
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
Balance at September 27, 2015
|
|
$
|
210,748
|
|
$
|
390,631
|
|
$
|
601,379
|
|
Goodwill adjustments
|
|
–
|
|
2,000
|
|
2,000
|
|
Foreign exchange impact
|
|
(3,750)
|
|
(5,625)
|
|
(9,375)
|
|
|
|
|
|
|
|
|
|
Balance at December 27, 2015
|
|
$
|
206,998
|
|
$
|
387,006
|
|
$
|
594,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of acquired identifiable intangible assets with finite useful lives |
|
|
December 27, 2015
|
|
September 27, 2015
|
|
|
|
Weighted- Average Remaining Life (in Years)
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-compete agreements
|
|
0.9
|
|
$
|
811
|
|
$
|
(629)
|
|
$
|
819
|
|
$
|
(587)
|
|
Client relations
|
|
3.3
|
|
104,988
|
|
(70,224)
|
|
106,676
|
|
(67,726)
|
|
Backlog
|
|
0.3
|
|
2,093
|
|
(1,710)
|
|
2,115
|
|
(1,444)
|
|
Technology and trade names
|
|
1.3
|
|
2,429
|
|
(2,095)
|
|
2,506
|
|
(2,027)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
$
|
110,321
|
|
$
|
(74,658)
|
|
$
|
112,116
|
|
$
|
(71,784)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated amortization expense for the succeeding five years and beyond |
|
|
Amount
|
|
|
|
(in thousands)
|
|
|
|
|
|
2016
|
|
$
|
10,827
|
|
2017
|
|
12,525
|
|
2018
|
|
5,843
|
|
2019
|
|
2,989
|
|
2020
|
|
2,418
|
|
Beyond
|
|
1,061
|
|
|
|
|
|
Total
|
|
$
|
35,663
|
|
|
|
|
|
|
|
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v3.3.1.900
Property and Equipment (Tables)
|
3 Months Ended |
Dec. 27, 2015 |
Property and Equipment |
|
Schedule of components of property and equipment |
|
|
December 27, 2015
|
|
September 27, 2015
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
Land and buildings
|
|
$
|
3,660
|
|
$
|
3,661
|
|
Equipment, furniture and fixtures
|
|
175,951
|
|
176,883
|
|
Leasehold improvements
|
|
21,749
|
|
21,582
|
|
|
|
|
|
|
|
Total property and equipment
|
|
201,360
|
|
202,126
|
|
Accumulated depreciation
|
|
(140,065)
|
|
(137,220)
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
61,295
|
|
$
|
64,906
|
|
|
|
|
|
|
|
|
|
|
X |
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+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
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v3.3.1.900
Earnings Per Share ("EPS") (Tables)
|
3 Months Ended |
Dec. 27, 2015 |
Earnings Per Share ("EPS") |
|
Schedule of number of weighted-average shares used to compute basic and diluted EPS |
|
|
Three Months Ended
|
|
|
|
December 27, 2015
|
|
December 28, 2014
|
|
|
|
(in thousands, except per share data)
|
|
|
|
|
|
|
|
Net income attributable to Tetra Tech
|
|
$
|
23,239
|
|
$
|
25,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding - basic
|
|
59,058
|
|
62,452
|
|
Effect of dilutive stock options and unvested restricted stock
|
|
735
|
|
660
|
|
|
|
|
|
|
|
Weighted-average common stock outstanding - diluted
|
|
59,793
|
|
63,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to Tetra Tech:
|
|
|
|
|
|
Basic
|
|
$
|
0.39
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.39
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
|
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v3.3.1.900
Reportable Segments (Tables)
|
3 Months Ended |
Dec. 27, 2015 |
Reportable Segments |
|
Summarized financial information of reportable segments |
|
|
Three Months Ended
|
|
|
|
December 27, 2015
|
|
December 28, 2014
|
|
|
|
(in thousands)
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
WEI
|
|
$
|
240,383
|
|
$
|
247,797
|
|
RME
|
|
315,717
|
|
316,276
|
|
RCM
|
|
20,826
|
|
34,430
|
|
Elimination of inter-segment revenue
|
|
(16,218)
|
|
(17,447)
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
560,708
|
|
$
|
581,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
WEI
|
|
$
|
20,030
|
|
$
|
21,513
|
|
RME
|
|
25,443
|
|
26,039
|
|
RCM
|
|
(5,282)
|
|
(3,420)
|
|
Corporate (1)
|
|
(7,261)
|
|
(7,520)
|
|
|
|
|
|
|
|
Total operating income
|
|
$
|
32,930
|
|
$
|
36,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
WEI
|
|
$
|
1,168
|
|
$
|
1,377
|
|
RME
|
|
3,533
|
|
3,534
|
|
RCM
|
|
193
|
|
660
|
|
Corporate
|
|
409
|
|
1,293
|
|
|
|
|
|
|
|
Total depreciation
|
|
$
|
5,303
|
|
$
|
6,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Includes amortization of intangibles, other costs, and other income not allocable to our reportable segments.
|
|
|
|
December 27, 2015
|
|
September 27, 2015
|
|
|
|
(in thousands)
|
|
Total Assets
|
|
|
|
|
|
|
|
|
|
|
|
WEI
|
|
$
|
278,370
|
|
$
|
287,112
|
|
RME
|
|
395,617
|
|
422,133
|
|
RCM
|
|
45,750
|
|
57,612
|
|
Corporate (1)
|
|
807,757
|
|
792,385
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,527,494
|
|
$
|
1,559,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Corporate assets consist of intercompany eliminations and assets not allocated to our reportable segments including goodwill, intangible assets, deferred income taxes and certain other assets.
|
|
|
Summary of revenue by client sector |
|
|
Three Months Ended
|
|
|
|
December 27, 2015
|
|
December 28, 2014
|
|
|
|
(in thousands)
|
|
Client Sector
|
|
|
|
|
|
|
|
|
|
|
|
International (1)
|
|
$
|
135,807
|
|
$
|
147,061
|
|
U.S. commercial
|
|
188,164
|
|
173,658
|
|
U.S. federal government (2)
|
|
165,022
|
|
185,711
|
|
U.S. state and local government
|
|
71,715
|
|
74,626
|
|
|
|
|
|
|
|
Total
|
|
$
|
560,708
|
|
$
|
581,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)Includes revenue generated from foreign operations, primarily in Canada, and revenue generatedfrom non-U.S. clients.
(2)Includes revenue generated under U.S. federal government contracts performed outside the United States.
|
|
|
X |
- DefinitionTabular disclosure of the extent of the entity's reliance on its major customers, if revenues from transactions with a single external customer amount to 10 percent or more of entity revenues, including the disclosure of that fact, the total amount of revenues from each such customer, and the identity of the reportable segment or segments reporting the revenues. The entity need not disclose the identity of a major customer or the amount of revenues that each segment reports from that customer. For these purposes, a group of companies known to the entity to be under common control is considered a single customer, and the federal government, a state government, a local government such as a county or municipality, or a foreign government is each considered a single customer.
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X |
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v3.3.1.900
Reclassifications Out of Accumulated Other Comprehensive Loss (Tables)
|
3 Months Ended |
Dec. 27, 2015 |
Reclassifications Out of Accumulated Other Comprehensive Loss |
|
Summary of reclassifications out of accumulated other comprehensive loss |
|
|
Foreign Currency Translation Adjustments
|
|
Loss on Derivative Instruments
|
|
Accumulated Other Comprehensive Loss
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
Balances at September 28, 2014
|
|
$
|
(43,085)
|
|
$
|
547
|
|
$
|
(42,538)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
(24,569)
|
|
111
|
|
(24,458)
|
|
Reclassification adjustment of prior derivative settlement, net of tax
|
|
–
|
|
(591)
|
|
(591)
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive loss
|
|
(24,569)
|
|
(480)
|
|
(25,049)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 28, 2014
|
|
$
|
(67,654)
|
|
$
|
67
|
|
$
|
(67,587)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 27, 2015
|
|
$
|
(141,229)
|
|
$
|
(1,942)
|
|
$
|
(143,171)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications
|
|
(16,484)
|
|
1,671
|
|
(14,813)
|
|
Reclassification adjustment of prior derivative settlement, net of tax
|
|
–
|
|
(561)
|
|
(561)
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income (loss)
|
|
(16,484)
|
|
1,110
|
|
(15,374)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 27, 2015
|
|
$
|
(157,713)
|
|
$
|
(832)
|
|
$
|
(158,545)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.3.1.900
Accounts Receivable - Net (Details) $ in Thousands |
3 Months Ended |
12 Months Ended |
Dec. 27, 2015
USD ($)
item
|
Dec. 28, 2014
USD ($)
|
Sep. 27, 2015
USD ($)
item
|
Accounts Receivable, Net |
|
|
|
Billed |
$ 335,873
|
|
$ 331,364
|
Unbilled |
271,578
|
|
311,823
|
Contract retentions |
24,221
|
|
24,333
|
Total accounts receivable - gross |
631,672
|
|
667,520
|
Allowance for doubtful accounts |
(37,704)
|
|
(31,490)
|
Total accounts receivable - net |
593,968
|
|
636,030
|
Billings in excess of costs on uncompleted contracts |
$ 96,188
|
|
93,989
|
Period for billing and collecting unbilled receivables |
12 months
|
|
|
Period for earning majority of billings in excess of costs |
12 months
|
|
|
Total accounts receivable related to claims and requests for equitable adjustment on contracts |
$ 39,000
|
|
53,000
|
Revenue recognized related to the evaluation of claim amounts |
|
$ 3,200
|
|
Increase in operating income related to the evaluation of claim amounts |
|
3,200
|
|
Billed accounts receivable related to U.S. federal government contracts |
58,000
|
|
61,900
|
U.S. federal government unbilled receivables |
$ 62,300
|
|
$ 74,200
|
Threshold percentage for disclosure of accounts receivable from a single client |
10.00%
|
|
10.00%
|
Revenue Recognition and Contract Costs |
|
|
|
Net unfavorable operating income adjustments |
|
$ 2,400
|
|
Liability for anticipated losses |
$ 8,600
|
|
$ 10,500
|
Estimated cost to complete the related contracts |
$ 47,700
|
|
|
Accounts Receivable |
|
|
|
Account receivable major customer |
|
|
|
Number of clients exceeding threshold | item |
0
|
|
0
|
RCM |
|
|
|
Accounts Receivable, Net |
|
|
|
Cash proceeds from claim settlement |
$ 13,400
|
|
|
Claims amount |
8,800
|
|
|
Gain from claim settlement |
4,600
|
|
|
Increase in allowance for doubtful accounts |
7,900
|
|
|
Decrease in operating income related to the increase in allowance for doubtful accounts |
7,900
|
|
|
Collectability of certain accounts receivable |
$ 4,600
|
|
|
X |
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v3.3.1.900
Mergers and Acquisitions (Details) $ in Thousands |
|
3 Months Ended |
12 Months Ended |
Jan. 19, 2016
USD ($)
|
Dec. 27, 2015
USD ($)
item
|
Dec. 28, 2014
USD ($)
|
Sep. 27, 2015
USD ($)
|
Business acquisition |
|
|
|
|
Number of acquisitions | item |
|
0
|
|
|
Contingent earn-out liability |
|
$ 4,200
|
|
|
Aggregate maximum of contingent consideration |
|
25,600
|
|
|
Increase (Decrease) in contingent consideration |
|
1,000
|
|
|
Contingent consideration liability |
|
|
|
$ 0
|
Gain (loss) on change in contingent consideration |
|
$ (1,000)
|
$ 0
|
|
Maximum |
|
|
|
|
Business acquisition |
|
|
|
|
Earn-out period for operating income projection |
|
3 years
|
|
|
Minimum |
|
|
|
|
Business acquisition |
|
|
|
|
Earn-out period for operating income projection |
|
2 years
|
|
|
CEG |
|
|
|
|
Business acquisition |
|
|
|
|
Aggregate fair value of purchase prices |
|
|
|
15,900
|
Cash paid to the sellers |
|
|
|
11,800
|
Contingent earn-out liability |
|
|
|
4,100
|
Aggregate maximum of contingent consideration |
|
|
|
$ 9,800
|
Coffey | BIA | Subsequent Event |
|
|
|
|
Business acquisition |
|
|
|
|
Aggregate fair value of purchase prices |
$ 76,000
|
|
|
|
Ownership interest acquired |
100.00%
|
|
|
|
X |
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v3.3.1.900
Goodwill and Intangible Assets Goodwill (Details) - USD ($) $ in Thousands |
3 Months Ended |
|
Dec. 27, 2015 |
Sep. 27, 2015 |
Goodwill |
|
|
Balance at beginning of the period |
$ 601,379
|
|
Goodwill adjustments |
2,000
|
|
Foreign exchange impact |
(9,375)
|
|
Balance at end of the period |
594,004
|
|
WEI |
|
|
Goodwill |
|
|
Balance at beginning of the period |
210,748
|
|
Foreign exchange impact |
(3,750)
|
|
Balance at end of the period |
206,998
|
|
Gross amounts of goodwill |
289,400
|
$ 293,100
|
Accumulated impairment |
82,400
|
82,400
|
RME |
|
|
Goodwill |
|
|
Balance at beginning of the period |
390,631
|
|
Goodwill adjustments |
2,000
|
|
Foreign exchange impact |
(5,625)
|
|
Balance at end of the period |
387,006
|
|
Gross amounts of goodwill |
420,200
|
423,800
|
Accumulated impairment |
$ 33,200
|
$ 33,200
|
X |
- DefinitionAmount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
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v3.3.1.900
Goodwill and Intangible Assets Finite Lived Assets (Details) - USD ($) $ in Thousands |
3 Months Ended |
|
Dec. 27, 2015 |
Dec. 28, 2014 |
Sep. 27, 2015 |
Finite-lived intangible assets |
|
|
|
Gross Amount |
$ 110,321
|
|
$ 112,116
|
Accumulated Amortization |
(74,658)
|
|
(71,784)
|
Foreign currency translation adjustments |
400
|
|
|
Amortization expense for identifiable intangible assets |
4,300
|
$ 5,900
|
|
Estimated amortization expense |
|
|
|
2016 |
10,827
|
|
|
2017 |
12,525
|
|
|
2018 |
5,843
|
|
|
2019 |
2,989
|
|
|
2020 |
2,418
|
|
|
Beyond |
1,061
|
|
|
Total |
$ 35,663
|
|
|
Non-compete agreements |
|
|
|
Finite-lived intangible assets |
|
|
|
Weighted-Average Remaining Life |
10 months 24 days
|
|
|
Gross Amount |
$ 811
|
|
819
|
Accumulated Amortization |
$ (629)
|
|
(587)
|
Client relations |
|
|
|
Finite-lived intangible assets |
|
|
|
Weighted-Average Remaining Life |
3 years 3 months 18 days
|
|
|
Gross Amount |
$ 104,988
|
|
106,676
|
Accumulated Amortization |
$ (70,224)
|
|
(67,726)
|
Backlog |
|
|
|
Finite-lived intangible assets |
|
|
|
Weighted-Average Remaining Life |
3 months 18 days
|
|
|
Gross Amount |
$ 2,093
|
|
2,115
|
Accumulated Amortization |
$ (1,710)
|
|
(1,444)
|
Technology and trade names |
|
|
|
Finite-lived intangible assets |
|
|
|
Weighted-Average Remaining Life |
1 year 3 months 18 days
|
|
|
Gross Amount |
$ 2,429
|
|
2,506
|
Accumulated Amortization |
$ (2,095)
|
|
$ (2,027)
|
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v3.3.1.900
Property and Equipment (Details) - USD ($) $ in Thousands |
3 Months Ended |
|
Dec. 27, 2015 |
Dec. 28, 2014 |
Sep. 27, 2015 |
Property and Equipment |
|
|
|
Property and equipment at cost, gross |
$ 201,360
|
|
$ 202,126
|
Accumulated depreciation |
(140,065)
|
|
(137,220)
|
Property and equipment, net |
61,295
|
|
64,906
|
Depreciation expense related to property and equipment, including assets under capital leases |
5,303
|
$ 6,864
|
|
Land and buildings |
|
|
|
Property and Equipment |
|
|
|
Property and equipment at cost, gross |
3,660
|
|
3,661
|
Equipment, furniture and fixtures |
|
|
|
Property and Equipment |
|
|
|
Property and equipment at cost, gross |
175,951
|
|
176,883
|
Leasehold improvements |
|
|
|
Property and Equipment |
|
|
|
Property and equipment at cost, gross |
$ 21,749
|
|
$ 21,582
|
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- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
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v3.3.1.900
Stock Repurchase and Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands |
|
|
|
3 Months Ended |
Jan. 25, 2016 |
Nov. 09, 2015 |
Nov. 10, 2014 |
Dec. 27, 2015 |
Dec. 28, 2014 |
Maximum repurchase amount under stock repurchase program |
|
|
$ 200,000
|
|
|
Period of stock repurchase program |
|
|
2 years
|
|
|
Shares repurchased through open market purchases |
|
|
|
939,909
|
|
Average price of shares repurchased (in dollars per share) |
|
|
|
$ 26.60
|
|
Cost of shares repurchased |
|
|
|
$ 25,000
|
|
Quarterly cash dividend declared (in dollars per share) |
|
$ 0.08
|
|
|
|
Payment of dividends |
|
|
|
$ 4,713
|
$ 4,372
|
Subsequent Event |
|
|
|
|
|
Quarterly cash dividend declared (in dollars per share) |
$ 0.08
|
|
|
|
|
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v3.3.1.900
Earnings Per Share (''EPS'') (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended |
Dec. 27, 2015 |
Dec. 28, 2014 |
Number of weighted-average shares used to compute basic and diluted EPS: |
|
|
Net income attributable to Tetra Tech |
$ 23,239
|
$ 25,575
|
Weighted-average common shares outstanding - basic |
59,058
|
62,452
|
Effect of diluted stock options and unvested restricted stock |
735
|
660
|
Weighted-average common stock outstanding - diluted |
59,793
|
63,112
|
Earnings per share attributable to Tetra Tech: |
|
|
Basic (in dollars per share) |
$ 0.39
|
$ 0.41
|
Diluted (in dollars per share) |
$ 0.39
|
$ 0.41
|
Stock options |
|
|
Antidilutive securities |
|
|
Securities excluded from the calculation of dilutive potential common shares |
600
|
800
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Reportable Segments Financial Information (Details) - USD ($) $ in Thousands |
3 Months Ended |
|
Dec. 27, 2015 |
Dec. 28, 2014 |
Sep. 27, 2015 |
Financial information concerning reportable segments |
|
|
|
Revenue |
$ 560,708
|
$ 581,056
|
|
Operating income (loss) |
32,930
|
36,612
|
|
Depreciation |
5,303
|
6,864
|
|
Total assets |
1,527,494
|
|
$ 1,559,242
|
Inter-segment elimination |
|
|
|
Financial information concerning reportable segments |
|
|
|
Revenue |
(16,218)
|
(17,447)
|
|
Corporate |
|
|
|
Financial information concerning reportable segments |
|
|
|
Operating income (loss) |
(7,261)
|
(7,520)
|
|
Depreciation |
409
|
1,293
|
|
Corporate |
|
|
|
Financial information concerning reportable segments |
|
|
|
Total assets |
807,757
|
|
792,385
|
WEI | Operating segment |
|
|
|
Financial information concerning reportable segments |
|
|
|
Revenue |
240,383
|
247,797
|
|
Operating income (loss) |
20,030
|
21,513
|
|
Depreciation |
1,168
|
1,377
|
|
Total assets |
278,370
|
|
287,112
|
RME | Operating segment |
|
|
|
Financial information concerning reportable segments |
|
|
|
Revenue |
315,717
|
316,276
|
|
Operating income (loss) |
25,443
|
26,039
|
|
Depreciation |
3,533
|
3,534
|
|
Total assets |
395,617
|
|
422,133
|
RCM | Operating segment |
|
|
|
Financial information concerning reportable segments |
|
|
|
Revenue |
20,826
|
34,430
|
|
Operating income (loss) |
(5,282)
|
(3,420)
|
|
Depreciation |
193
|
$ 660
|
|
Total assets |
$ 45,750
|
|
$ 57,612
|
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3 Months Ended |
Dec. 27, 2015
USD ($)
item
|
Dec. 28, 2014
USD ($)
|
Revenue by client sector |
|
|
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|
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$ 581,056
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|
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|
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International |
|
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$ 135,807
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147,061
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188,164
|
173,658
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U.S. federal government |
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|
|
Revenue |
165,022
|
185,711
|
U.S. state and local government |
|
|
Revenue by client sector |
|
|
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$ 71,715
|
$ 74,626
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Joint Ventures (Details) - USD ($) $ in Thousands |
3 Months Ended |
|
Dec. 27, 2015 |
Dec. 28, 2014 |
Sep. 27, 2015 |
Aggregate revenue of consolidated joint ventures |
$ 560,708
|
$ 581,056
|
|
Unconsolidated Joint Ventures |
|
|
|
Equity in earnings from unconsolidated joint ventures |
202
|
650
|
|
Carrying value of assets of unconsolidated joint ventures |
13,700
|
|
$ 17,100
|
Carrying value of liabilities of unconsolidated joint ventures |
11,900
|
|
15,200
|
Consolidated Joint Ventures |
|
|
|
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500
|
$ 2,200
|
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v3.3.1.900
Reclassifications Out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands |
3 Months Ended |
Dec. 27, 2015 |
Dec. 28, 2014 |
Reclassifications out of accumulated other comprehensive income (loss) |
|
|
Balances at the beginning of the period |
$ (143,171)
|
|
Balances at the end of the period |
(158,545)
|
|
Foreign Currency Translation Adjustments |
|
|
Reclassifications out of accumulated other comprehensive income (loss) |
|
|
Balances at the beginning of the period |
(141,229)
|
$ (43,085)
|
Other comprehensive income (loss) before reclassifications |
(16,484)
|
(24,569)
|
Net current-period other comprehensive loss |
(16,484)
|
(24,569)
|
Balances at the end of the period |
(157,713)
|
(67,654)
|
Loss on Derivative Instruments |
|
|
Reclassifications out of accumulated other comprehensive income (loss) |
|
|
Balances at the beginning of the period |
(1,942)
|
547
|
Other comprehensive income (loss) before reclassifications |
1,671
|
111
|
Net current-period other comprehensive loss |
1,110
|
(480)
|
Balances at the end of the period |
(832)
|
67
|
Loss on Derivative Instruments | Foreign exchange contracts |
|
|
Reclassifications out of accumulated other comprehensive income (loss) |
|
|
Reclassification adjustment of prior derivative settlement, net of tax |
(561)
|
(591)
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Reclassifications out of accumulated other comprehensive income (loss) |
|
|
Balances at the beginning of the period |
(143,171)
|
(42,538)
|
Other comprehensive income (loss) before reclassifications |
(14,813)
|
(24,458)
|
Net current-period other comprehensive loss |
(15,374)
|
(25,049)
|
Balances at the end of the period |
(158,545)
|
(67,587)
|
Accumulated Other Comprehensive Income (Loss) | Foreign exchange contracts |
|
|
Reclassifications out of accumulated other comprehensive income (loss) |
|
|
Reclassification adjustment of prior derivative settlement, net of tax |
$ (561)
|
$ (591)
|
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