Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Billions, except Share data, unless otherwise specified | Sep. 28, 2014 | Nov. 10, 2014 | Mar. 28, 2014 |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'TETRA TECH INC | ' | ' |
Entity Central Index Key | '0000831641 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 28-Sep-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--09-28 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $1.90 |
Entity Common Stock, Shares Outstanding | ' | 62,605,098 | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 28, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $122,379 | $129,305 |
Accounts receivable - net | 701,892 | 660,847 |
Prepaid expenses and other current assets | 52,256 | 61,446 |
Income taxes receivable | 22,076 | 20,044 |
Total current assets | 898,603 | 871,642 |
Property and equipment - net | 73,864 | 88,026 |
Investments in and advances to unconsolidated joint ventures | 2,140 | 2,198 |
Goodwill | 714,190 | 722,792 |
Intangible assets - net | 63,095 | 86,929 |
Other long-term assets | 24,512 | 27,505 |
Total assets | 1,776,404 | 1,799,092 |
Current liabilities: | ' | ' |
Accounts payable | 175,952 | 142,813 |
Accrued compensation | 110,186 | 114,810 |
Billings in excess of costs on uncompleted contracts | 103,343 | 79,507 |
Deferred income taxes | 20,387 | 18,170 |
Current portion of long-term debt | 10,989 | 4,311 |
Estimated contingent earn-out liabilities | 3,568 | 23,281 |
Other current liabilities | 79,436 | 100,241 |
Total current liabilities | 503,861 | 483,133 |
Deferred income taxes | 28,786 | 30,525 |
Long-term debt | 192,842 | 203,438 |
Long-term estimated contingent earn-out liabilities | 3,462 | 58,508 |
Other long-term liabilities | 34,397 | 24,685 |
Commitments and contingencies | ' | ' |
Equity: | ' | ' |
Preferred stock - Authorized, 2,000 shares of $0.01 par value; no shares issued and outstanding at September 28, 2014, and September 29, 2013 | ' | ' |
Common stock - Authorized, 150,000 shares of $0.01 par value; issued and outstanding, 62,591 and 64,134 shares at September 28, 2014, and September 29, 2013, respectively | 626 | 641 |
Additional paid-in capital | 402,516 | 443,099 |
Accumulated other comprehensive income (loss) | -42,538 | 1,858 |
Retained earnings | 651,475 | 552,165 |
Tetra Tech stockholders' equity | 1,012,079 | 997,763 |
Noncontrolling interests | 977 | 1,040 |
Total equity | 1,013,056 | 998,803 |
Total liabilities and equity | $1,776,404 | $1,799,092 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
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 | 62,591 | 64,134 |
Common stock, shares outstanding | 62,591 | 64,134 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Consolidated Statements of Operations | ' | ' | ' |
Revenue | $2,483,814 | $2,613,755 | $2,711,075 |
Subcontractor costs | -623,896 | -588,923 | -689,005 |
Other costs of revenue | -1,577,481 | -1,757,842 | -1,663,065 |
Selling, general and administrative expenses | -187,298 | -199,732 | -210,970 |
Contingent consideration - fair value adjustments | 58,694 | 9,560 | 19,246 |
Impairment of goodwill | ' | -56,600 | -914 |
Operating income | 153,833 | 20,218 | 166,367 |
Interest income | 804 | 1,003 | 873 |
Interest expense | -10,294 | -8,689 | -6,444 |
Income before income tax expense | 144,343 | 12,532 | 160,796 |
Income tax expense | -35,668 | -14,038 | -56,064 |
Net income (loss) including noncontrolling interests | 108,675 | -1,506 | 104,732 |
Net income attributable to noncontrolling interests | -409 | -635 | -352 |
Net income (loss) attributable to Tetra Tech | $108,266 | ($2,141) | $104,380 |
Net income (loss) attributable to Tetra Tech per share: | ' | ' | ' |
Basic (in dollars per share) | $1.68 | ($0.03) | $1.65 |
Diluted (in dollars per share) | $1.66 | ($0.03) | $1.63 |
Weighted-average common shares outstanding: | ' | ' | ' |
Basic (in shares) | 64,379 | 64,544 | 63,217 |
Diluted (in shares) | 65,146 | 64,544 | 63,934 |
Cash dividends paid per share | $0.14 | ' | ' |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Consolidated Statements of Comprehensive Income (Loss) | ' | ' | ' |
Net income (loss) including noncontrolling interests | $108,675 | ($1,506) | $104,732 |
Other comprehensive income (loss), net of tax | ' | ' | ' |
Foreign currency translation adjustments | -45,480 | -28,817 | 26,486 |
Gain (loss) on cash flow hedge valuations | 1,029 | -389 | -194 |
Other comprehensive income (loss), net of tax | -44,451 | -29,206 | 26,292 |
Comprehensive income (loss) including noncontrolling interests | 64,224 | -30,712 | 131,024 |
Net income attributable to noncontrolling interests | -409 | -635 | -352 |
Foreign currency translation adjustments, net of tax | 55 | 47 | -29 |
Comprehensive income attributable to noncontrolling interests | -354 | -588 | -381 |
Comprehensive income (loss) attributable to Tetra Tech | $63,870 | ($31,300) | $130,643 |
Consolidated_Statements_of_Equ
Consolidated Statements of Equity (USD $) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings | Total Tetra Tech Equity | Non-Controlling Interests | Comprehensive Income | Total |
In Thousands, unless otherwise specified | ||||||||
BALANCE at Oct. 02, 2011 | $625 | $399,420 | $4,754 | $449,926 | $854,725 | $525 | ' | $855,250 |
BALANCE (in shares) at Oct. 02, 2011 | 62,495 | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income, net of tax: | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | 104,380 | 104,380 | 352 | 104,732 | 104,732 |
Foreign currency translation adjustments | ' | ' | 26,457 | ' | 26,457 | 29 | 26,486 | 26,486 |
Gain (loss) on cash flow hedge valuations | ' | ' | -194 | ' | -194 | ' | -194 | -194 |
Comprehensive income (loss) including noncontrolling interests | ' | ' | ' | ' | 130,643 | 381 | 131,024 | 131,024 |
Distributions paid to noncontrolling interests | ' | ' | ' | ' | ' | -9 | ' | -9 |
Stock-based compensation | ' | 10,839 | ' | ' | 10,839 | ' | ' | 10,839 |
Stock options exercised | 10 | 17,525 | ' | ' | 17,535 | ' | ' | 17,535 |
Stock options exercised (in shares) | 1,053 | ' | ' | ' | ' | ' | ' | ' |
Shares issued for Employee Stock Purchase Plan | 3 | 5,297 | ' | ' | 5,300 | ' | ' | 5,300 |
Shares issued for Employee Stock Purchase Plan (in shares) | 289 | ' | ' | ' | ' | ' | ' | ' |
Tax expense (benefit) for stock options | ' | -72 | ' | ' | -72 | ' | ' | -72 |
BALANCE at Sep. 30, 2012 | 638 | 433,009 | 31,017 | 554,306 | 1,018,970 | 897 | ' | 1,019,867 |
BALANCE (in shares) at Sep. 30, 2012 | 63,837 | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income, net of tax: | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | -2,141 | -2,141 | 635 | -1,506 | -1,506 |
Foreign currency translation adjustments | ' | ' | -28,770 | ' | -28,770 | -47 | -28,817 | -28,817 |
Gain (loss) on cash flow hedge valuations | ' | ' | -389 | ' | -389 | ' | -389 | -389 |
Comprehensive income (loss) including noncontrolling interests | ' | ' | ' | ' | -31,300 | 588 | -30,712 | -30,712 |
Distributions paid to noncontrolling interests | ' | ' | ' | ' | ' | -445 | ' | -445 |
Stock-based compensation | ' | 8,775 | ' | ' | 8,775 | ' | ' | 8,775 |
Stock options exercised | 9 | 14,872 | ' | ' | 14,881 | ' | ' | 14,881 |
Stock options exercised (in shares) | 899 | ' | ' | ' | ' | ' | ' | ' |
Shares issued for Employee Stock Purchase Plan | 3 | 5,548 | ' | ' | 5,551 | ' | ' | 5,551 |
Shares issued for Employee Stock Purchase Plan (in shares) | 253 | ' | ' | ' | ' | ' | ' | ' |
Stock repurchases | -9 | -19,991 | ' | ' | -20,000 | ' | ' | -20,000 |
Stock repurchases (in shares) | -855 | ' | ' | ' | ' | ' | ' | ' |
Tax expense (benefit) for stock options | ' | 886 | ' | ' | 886 | ' | ' | 886 |
BALANCE at Sep. 29, 2013 | 641 | 443,099 | 1,858 | 552,165 | 997,763 | 1,040 | ' | 998,803 |
BALANCE (in shares) at Sep. 29, 2013 | 64,134 | ' | ' | ' | ' | ' | ' | ' |
Comprehensive income, net of tax: | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | 108,266 | 108,266 | 409 | 108,675 | 108,675 |
Foreign currency translation adjustments | ' | ' | -45,425 | ' | -45,425 | -55 | -45,480 | -45,480 |
Gain (loss) on cash flow hedge valuations | ' | ' | 1,029 | ' | 1,029 | ' | 1,029 | 1,029 |
Comprehensive income (loss) including noncontrolling interests | ' | ' | ' | ' | 63,870 | 354 | 64,224 | 64,224 |
Distributions paid to noncontrolling interests | ' | ' | ' | ' | ' | -417 | ' | -417 |
Dividends | ' | ' | ' | -8,956 | -8,956 | ' | ' | -8,956 |
Stock-based compensation | ' | 10,374 | ' | ' | 10,374 | ' | ' | 10,374 |
Stock options exercised | 13 | 22,956 | ' | ' | 22,969 | ' | ' | 22,969 |
Stock options exercised (in shares) | 1,263 | ' | ' | ' | ' | ' | ' | ' |
Shares issued for Employee Stock Purchase Plan | 2 | 5,597 | ' | ' | 5,599 | ' | ' | 5,599 |
Shares issued for Employee Stock Purchase Plan (in shares) | 246 | ' | ' | ' | ' | ' | ' | ' |
Stock repurchases | -30 | -79,970 | ' | ' | -80,000 | ' | ' | -80,000 |
Stock repurchases (in shares) | -3,052 | ' | ' | ' | ' | ' | ' | ' |
Tax expense (benefit) for stock options | ' | 460 | ' | ' | 460 | ' | ' | 460 |
BALANCE at Sep. 28, 2014 | $626 | $402,516 | ($42,538) | $651,475 | $1,012,079 | $977 | ' | $1,013,056 |
BALANCE (in shares) at Sep. 28, 2014 | 62,591 | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) including noncontrolling interests | $108,675 | ($1,506) | $104,732 |
Adjustments to reconcile net income (loss) to net cash from operating activities: | ' | ' | ' |
Depreciation and amortization | 54,540 | 62,605 | 56,902 |
Loss on settlement of foreign currency forward contract | ' | 270 | 286 |
Equity in income of unconsolidated joint ventures | -2,804 | -3,461 | -2,916 |
Distributions of earnings from unconsolidated joint ventures | 2,724 | 4,458 | 3,194 |
Stock-based compensation | 10,374 | 8,775 | 10,839 |
Excess tax benefits from stock-based compensation | -904 | -886 | -624 |
Deferred income taxes | -145 | -11,468 | -5,512 |
Provision for doubtful accounts | 1,467 | 13,818 | 4,768 |
Impairment of goodwill | ' | 56,600 | 914 |
Fair value adjustments to contingent consideration | -58,694 | -9,560 | -19,246 |
Fair value adjustment to assets held for sale | ' | ' | 3,437 |
Foreign exchange (gain) loss | -104 | 754 | -139 |
Lease termination costs and related asset impairment | 2,416 | 7,188 | 1,261 |
(Gain) loss on disposal of property and equipment | 58 | -287 | 191 |
Changes in operating assets and liabilities, net of effects of business acquisitions: | ' | ' | ' |
Accounts receivable | -32,020 | 87,367 | -39,960 |
Prepaid expenses and other assets | -4,481 | -11,782 | 26,284 |
Accounts payable | 31,772 | -34,191 | -14,529 |
Accrued compensation | -4,728 | -16,385 | 15,678 |
Billings in excess of costs on uncompleted contracts | 23,833 | -16,830 | 2,425 |
Other liabilities | -9,315 | 21,489 | 7,371 |
Income taxes receivable/payable | 4,712 | -19,218 | 2,665 |
Net cash provided by operating activities | 127,376 | 137,750 | 158,021 |
Cash flows from investing activities: | ' | ' | ' |
Capital expenditures | -19,404 | -27,545 | -25,106 |
Payments for business acquisitions, net of cash acquired | -30,230 | -171,329 | -55,014 |
Payment in settlement of foreign currency forward contract | ' | -4,177 | -4,192 |
Receipt in settlement of foreign currency forward contract | ' | 3,907 | 3,906 |
Changes in restricted cash | ' | 470 | ' |
Investments in unconsolidated joint ventures | -21 | -20 | -430 |
Proceeds from sale of property and equipment | 4,594 | 2,089 | 1,037 |
Payment received on note for sale of operation | 3,900 | ' | ' |
Net cash used in investing activities | -41,161 | -196,605 | -79,799 |
Cash flows from financing activities: | ' | ' | ' |
Payments on long-term debt | -4,379 | -171,400 | -120,792 |
Proceeds from borrowings | ' | 296,389 | 52,672 |
Payments of earn-out liabilities | -18,663 | -33,672 | -18,055 |
Payment of debt issuance cost | ' | -2,136 | ' |
Distributions paid to noncontrolling interests | -417 | -445 | -9 |
Excess tax benefits from stock-based compensation | 904 | 886 | 624 |
Repurchases of common stock | -80,000 | -20,000 | ' |
Net proceeds from issuance of common stock | 23,834 | 15,993 | 18,166 |
Dividend paid | -8,956 | ' | ' |
Net cash provided by (used in) financing activities | -87,677 | 85,615 | -67,394 |
Effect of foreign exchange rate changes on cash | -5,464 | -2,303 | 3,526 |
Net increase (decrease) in cash and cash equivalents | -6,926 | 24,457 | 14,354 |
Cash and cash equivalents at beginning of year | 129,305 | 104,848 | 90,494 |
Cash and cash equivalents at end of year | 122,379 | 129,305 | 104,848 |
Cash paid during the year for: | ' | ' | ' |
Interest | 8,293 | 5,049 | 5,279 |
Income taxes, net of refunds received | $28,092 | $35,796 | $58,126 |
Description_of_Business
Description of Business | 12 Months Ended |
Sep. 28, 2014 | |
Description of Business | ' |
Description of Business | ' |
1. Description of Business | |
We are a leading provider of consulting, engineering, technical services, program management, and construction management services that focus on addressing fundamental needs for water, environment, infrastructure, resource management and energy. We typically begin at the earliest stage of a project, leading with science, 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 development, information technology, engineering, design, construction management, and operations and maintenance. | |
Basis_of_Presentation_and_Prep
Basis of Presentation and Preparation | 12 Months Ended |
Sep. 28, 2014 | |
Basis of Presentation and Preparation | ' |
Basis of Presentation and Preparation | ' |
2. Basis of Presentation and Preparation | |
Principles of Consolidation and Presentation. The consolidated financial statements include our accounts and those of joint ventures of which we are the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Fiscal Year. We report results of operations based on 52 or 53-week periods ending on the Sunday nearest September 30. Fiscal years 2014, 2013 and 2012 each contained 52 weeks. | |
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the amounts reported in our consolidated financial statements and accompanying notes. Although such estimates and assumptions are based on management's best knowledge of current events and actions we may take in the future, actual results could differ materially from those estimates. | |
Revenue Recognition and Contract Costs. We recognize revenue for most of our contracts using the percentage-of-completion method, primarily based on contract costs incurred to date compared to total estimated contract costs. We generally utilize the cost-to-cost approach to estimate the progress towards completion in order to determine the amount of revenue and profit to recognize. Revenue and cost estimates for each significant contract are reviewed and reassessed quarterly. 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. Changes in revenue and cost estimates could also result in a projected loss that would be recorded immediately in earnings. For fiscal years 2014, 2013 and 2012, we recognized net favorable (unfavorable) operating income adjustments of ($35.9) million, ($40.1) million and $0.5 million, respectively, due to changes in estimates. As of September 28, 2014 and September 29, 2013, we recorded a liability for anticipated losses of $18.6 million and $13.3 million, respectively. The estimated cost to complete the related contracts as of September 28, 2014 was $103 million. | |
Certain of our contracts are service-related contracts, such as providing operations and maintenance services or a variety of technical assistance services. Our service contracts are accounted for using the proportional performance method under which revenue is recognized in proportion to the number of service activities performed, in proportion to the direct costs of performing the service activities, or evenly across the period of performance depending upon the nature of the services provided. | |
We recognize revenue for work performed under three major types of contracts: fixed-price, time-and-materials and cost-plus. | |
Fixed-Price. We enter into two major types of fixed-price contracts: firm fixed-price ("FFP") and fixed-price per unit ("FPPU"). Under FFP contracts, our clients pay us an agreed fixed-amount negotiated in advance for a specified scope of work. We generally recognize revenue on FFP contracts using the percentage-of-completion method. If the nature or circumstances of the contract prevent us from preparing a reliable estimate at completion, we will delay profit recognition until adequate information about the contract's progress becomes available. Under our FPPU contracts, clients pay us a set fee for each service or production transaction that we complete. Accordingly, we recognize revenue under FPPU contracts as we complete the related service or production transactions, generally using the proportional performance method. | |
Time-and-Materials. Under time-and-materials contracts, we negotiate hourly billing rates and charge our clients based on the actual time that we spend on a project. In addition, clients reimburse us for our actual out-of-pocket costs for materials and other direct incidental expenditures that we incur in connection with our performance under the contract. The majority of our time-and-material contracts are subject to maximum contract values and, accordingly, revenue under these contracts is generally recognized under the percentage-of-completion method. However, time and materials contracts that are service-related contracts are accounted for utilizing the proportional performance method. Revenue on contracts that are not subject to maximum contract values is recognized based on the actual number of hours we spend on the projects plus any actual out-of-pocket costs of materials and other direct incidental expenditures that we incur on the projects. Our time-and-materials contracts also generally include annual billing rate adjustment provisions. | |
Cost-Plus. Under cost-plus contracts, we are reimbursed for allowable or otherwise defined costs incurred plus a negotiated fee. The contracts may also include incentives for various performance criteria, including quality, timeliness, ingenuity, safety and cost-effectiveness. In addition, our costs are generally subject to review by our clients and regulatory audit agencies, and such reviews could result in costs being disputed as non-reimbursable under the terms of the contract. Revenue for cost-plus contracts is recognized at the time services are performed based upon the amounts we expect to realize primarily using the percentage-of-completion method. Revenue is not recognized for non-recoverable costs. Performance incentives are included in our estimates of revenue when their realization is reasonably assured. | |
If estimated total costs on any contract indicate a loss, we recognize the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to revenue, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, liquidated damages, anticipated losses, and other revisions are recorded in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects may be material depending on the size of the project or the adjustment. | |
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 are "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 progress without obtaining client agreement. Revenue related to change orders is recognized as costs are incurred. Change orders that are unapproved as to both price and scope are evaluated as claims. | |
Claims are amounts 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, change orders in dispute or unapproved as to both scope and price, or other causes of unanticipated additional costs. Revenue on claims is recognized only to the extent that contract costs related to the claims have been incurred and when it is probable that the claim will result in a bona fide addition to contract value that can be reliably estimated. No profit is recognized on a claim until final settlement occurs. This can lead to a situation in which costs are recognized in one period and revenue is recognized in a subsequent period when a client agreement is obtained or a claims resolution occurs. | |
Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid investments with maturities of 90 days or less at the date of purchase. Restricted cash of $4.5 million was included in "Prepaid expenses and other current assets" on both consolidated balance sheets at fiscal 2014 and 2013 year-ends. For cash held by our consolidated joint ventures, see Note 17, "Joint Ventures." | |
Insurance Matters, Litigation and Contingencies. In the normal course of business, we are subject to certain contractual guarantees and litigation. In addition, we maintain insurance coverage for various aspects of our business and operations. We record in our consolidated balance sheets amounts representing our estimated liability for these legal and insurance obligations. We include any adjustments to these liabilities in our consolidated results of operations. | |
Accounts Receivable – Net. Net accounts receivable is primarily comprised of billed and unbilled accounts receivable, contract retentions and allowances for doubtful accounts. 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 September 28, 2014 are expected to be billed and collected within 12 months. Unbilled accounts receivable also include 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. Contract retentions represent amounts withheld by clients until certain conditions are met or the project is completed, which may be several months or years. Allowances for doubtful accounts represent the 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 amounts of cash collected from clients and billings to clients on contracts in advance of work performed and revenue recognized. The majority of these amounts will be earned within 12 months. | |
Property and Equipment. Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from our consolidated balance sheets and any resulting gain or loss is reflected in our consolidated statements of operations. Expenditures for maintenance and repairs are expensed as incurred. Generally, estimated useful lives range from three to ten years for equipment, furniture and fixtures. Buildings are depreciated over periods not exceeding 40 years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the length of the lease. | |
Long-Lived Assets. Our policy regarding long-lived assets is to evaluate the recoverability of our assets when the facts and circumstances suggest that the assets may be impaired. This assessment is performed based on the estimated undiscounted cash flows compared to the carrying value of the assets. If the future cash flows (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. | |
We recognize a liability for contract termination costs associated with an exit activity for costs that will continue to be incurred under a lease for its remaining term without economic benefit to us, initially measured at its fair value at the cease-use date. The fair value is determined based on the remaining lease rentals, adjusted for the effects of any prepaid or deferred items recognized under the lease, and reduced by estimated sublease rentals. | |
Business Combinations. The cost of an acquired company is assigned to the tangible and intangible assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets and liabilities acquired requires us to make estimates and use valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. Goodwill typically represents the value paid for the assembled workforce and enhancement of our service offerings. Transaction costs associated with business combinations are expensed as they are incurred. | |
Goodwill and Intangible Assets. Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business acquisition. Following an acquisition, we perform an analysis to value the acquired company's tangible and identifiable intangible assets and liabilities. With respect to identifiable intangible assets, we consider backlog, non-compete agreements, client relations, trade names, patents and other assets. We amortize our intangible assets based on the period over which the contractual or economic benefits of the intangible assets are expected to be realized. We assess the recoverability of the unamortized balance of our intangible assets when indicators of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to our overall operations. Should the review indicate that the carrying value is not fully recoverable, the excess of the carrying value over the fair value of the intangible assets would be recognized as an impairment loss. | |
We test our goodwill for impairment on an annual basis, and more frequently when an event occurs or circumstances indicate that the carrying value of the asset may not be recoverable. We believe the methodology that we use to review impairment of goodwill, which includes a significant amount of judgment and estimates, provides us with a reasonable basis to determine whether impairment has occurred. However, many of the factors employed in determining whether our goodwill is impaired are outside of our control and it is reasonably likely that assumptions and estimates will change in future periods. These changes could result in future impairments. | |
We perform our annual goodwill impairment review at the beginning of our fiscal fourth quarter. Our last annual review at June 30, 2014 (i.e., the first day of our fiscal fourth quarter), indicated that we had no impairment of goodwill, and all of our reporting units had estimated fair values that were in excess of their carrying values, including goodwill. 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 increased 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 (See Note 6, "Goodwill and Intangible Assets" for further discussion). We assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. Our operating segments are the same as our reportable segments and our reporting units for goodwill impairment testing are the components one level below our reportable segments. These components constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. We aggregate components within an operating segment that have similar economic characteristics. | |
The impairment test for goodwill is a two-step process involving the comparison of the estimated fair value of each reporting unit to the reporting unit's carrying value, including goodwill. We estimate the fair value of reporting units based on a comparison and weighting of the income approach, specifically the discounted cash flow method and the market approach, which estimates the fair value our reporting units based upon comparable market prices and recent transactions and also validates the reasonableness of the multiples from the income approach. If the fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired; therefore, the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure the amount of impairment loss to be recorded. If our goodwill is impaired, we are required to record a non-cash charge that could have a material adverse effect on our consolidated financial statements. | |
Contingent Consideration. Most of our acquisition agreements include contingent earn-out arrangements, which are generally based on the achievement of future operating income thresholds. The contingent earn-out arrangements are based upon our valuations of the acquired companies and reduce the risk of overpaying for acquisitions if the projected financial results are not achieved. These contingent earn-out payments are reflected as cash flows used in investing activities on the consolidated statements of cash flows in the period paid. | |
The fair values of these 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. 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 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 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. | |
Assets Held for Sale. Assets that meet the held for sale classification criteria are valued at the lower of their carrying amount or estimated fair value less cost to sell. If the carrying amount of the asset exceeds its estimated fair value less cost to sell, an impairment loss is recognized. Depreciation, depletion and amortization expense is not recorded on assets once they are classified as held for sale. | |
Fair Value of Financial Instruments. We determine the fair values of our financial instruments, including short-term investments, debt instruments and derivative instruments based on inputs or assumptions that market participants would use in pricing an asset or a liability. We categorize our instruments using a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. | |
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair values based on their short-term nature. The carrying amounts of our revolving credit facility approximates fair value because the interest rates are based upon variable reference rates (see Note 9, "Long-Term Debt" and Note 14, "Derivative Financial Instruments" for additional disclosure). Certain other assets and liabilities, such as contingent earn-out liabilities, assets held for sale and amounts related to cash-flow hedges, are required to be carried in our consolidated financial statements at fair value. | |
Our fair value measurement methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Although we believe our valuation methods are appropriate and consistent with those used by other market participants, the use of different methodologies or assumptions to determine fair value could result in a different fair value measurement at the reporting date. | |
Derivative Financial Instruments. We account for our derivative instruments as either assets or liabilities and carry them at fair value. For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income in stockholders' equity and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in current income. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. | |
The net gain or loss on the effective portion of a derivative instrument that is designated as an economic hedge of the foreign currency translation exposure generated by the re-measurement of certain assets and liabilities denominated in a non-functional currency in a foreign operation is reported in the same manner as a foreign currency translation adjustment. Accordingly, any gains or losses related to these derivative instruments are recognized in current income. Derivatives that do not qualify as hedges are adjusted to fair value through current income. | |
Deferred Compensation. We maintain a non-qualified defined contribution supplemental retirement plan for certain key employees that is accounted for in accordance with applicable authoritative guidance on accounting for deferred compensation arrangements where amounts earned are held in a rabbi trust and invested. Employee deferrals and our match are deposited into a rabbi trust, and the funds are generally invested in individual variable life insurance contracts that we own and are specifically designed to informally fund savings plans of this nature. Our consolidated balance sheets reflect our investment in variable life insurance contracts in "Other long-term assets." Our obligation to participating employees is reflected in "Other long-term liabilities." All income and expenses related to the rabbi trust are reflected in our consolidated statements of operations. | |
Income Taxes. We file a consolidated U.S. federal income tax return and a combined California franchise tax return. In addition, we file other returns that are required in the states, foreign jurisdictions and other jurisdictions in which we do business. We account for certain income and expense items differently for financial reporting and income tax purposes. Deferred tax assets and liabilities are computed for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to reverse. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections and potential tax planning strategies. Based on our assessment, we have concluded that a portion of the deferred tax assets at September 28, 2014 will not be realized. | |
According to the authoritative guidance on accounting for uncertainty in income taxes, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. This guidance also addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions. | |
Concentration of Credit Risk. Financial instruments that subject us to credit risk consist primarily of cash and cash equivalents and net accounts receivable. In the event that we have surplus cash, we place our temporary cash investments with lower risk financial institutions and, by policy, limit the amount of investment exposure to any one financial institution. Approximately 21% of accounts receivable were due from various agencies of the U.S. federal government at fiscal 2014 year-end. The remaining accounts receivable are generally diversified due to the large number of organizations comprising our client base and their geographic dispersion. We perform ongoing credit evaluations of our clients and maintain an allowance for potential credit losses. Approximately 45%, 29% and 26% of our fiscal 2014 revenue was generated from our U.S government, U.S. commercial and international clients, respectively (see Note 19, "Reportable Segments" for more information). | |
Foreign Currency Translation. We determine the functional currency of our foreign operating units based upon the primary currency in which they operate. These operating units maintain their accounting records in their local currency, primarily CAD. Where the functional currency is not the U.S. dollar, translation of assets and liabilities to U.S. dollars is based on exchange rates at the balance sheet date. Translation of revenue and expenses to U.S. dollars is based on the average rate during the period. Translation gains or losses are reported as a component of other comprehensive income (loss). Gains or losses from foreign currency transactions are included in results of operations, with the exception of intercompany foreign transactions that are considered long-term investments, which are recorded in "Accumulated other comprehensive income" on the consolidated balance sheets. | |
Recently Adopted and Issued Accounting Guidance. In December 2011, the Financial Accounting Standards Board ("FASB") issued new guidance to enhance disclosures about financial instruments and derivative instruments that are either offset on the statement of financial position or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the statement of financial position. We are required to provide both net and gross information for these assets and liabilities in order to facilitate comparability between financial statements prepared on the basis of U.S. GAAP and financial statements prepared on the basis of International Financial Reporting Standards. This guidance became effective for us in the first quarter of fiscal 2014 on a retrospective basis. The adoption of this guidance had no impact on our consolidated financial statements. | |
In February 2013, the FASB issued an update to the reporting of reclassifications out of accumulated other comprehensive income. We are required to disclose additional information about changes in and significant items reclassified out of accumulated other comprehensive income. The guidance became effective for us in the first quarter of fiscal 2014. The adoption of this guidance did not have an impact on our consolidated financial statements. | |
In July 2013, the FASB issued an update on an inclusion of the Fed Funds Effective Swap as a benchmark interest rate (Overnight Interest Swap Rate) for hedge accounting purposes. This guidance permits the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes under U.S. GAAP. This guidance became effective prospectively for qualifying new or redesigned hedging relationships entered into on or after July 17, 2013. The adoption of this guidance did not have a material impact on our consolidated financial statements. | |
In July 2013, the FASB issued an update on the financial statement presentation of unrecognized tax benefits. We are required to present a liability related to an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. This guidance will be effective for us in the first quarter of fiscal 2015. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. | |
In April 2014, the FASB issued guidance that changes the threshold for reporting discontinued operations and adds new disclosures. The new guidance defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on our operations and financial results. For disposals of individually significant components that do not qualify as discontinued operations, we must disclose pre-tax earnings of the disposed component. This guidance is effective for us prospectively in the first quarter of fiscal 2016. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. | |
In May 2014, the FASB issued an accounting standard which 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 or services. The accounting standard is effective for us in the first quarter of fiscal year 2018. 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 in the process of assessing what impact this new standard may have on our consolidated financial statements. | |
In August 2014, the FASB issued an amendment to the accounting guidance related to the evaluation of an entity to continue as a going concern. The amendment establishes management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The update also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity's ability to continue as a going concern. This 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. | |
Stock_Repurchase_and_Dividends
Stock Repurchase and Dividends | 12 Months Ended |
Sep. 28, 2014 | |
Stock Repurchase and Dividends | ' |
Stock Repurchase and Dividends | ' |
3. Stock Repurchase and Dividends | |
In June 2013, our Board of Directors authorized a stock repurchase program (the "Stock Repurchase Program") under which we could repurchase up to $100 million of our common stock. Stock repurchases could be made on the open market or in privately negotiated transactions with third parties. From the inception of the Stock 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 April 28, 2014, the Board of Directors declared a quarterly cash dividend of $0.07 per share payable on June 4, 2014 to stockholders of record as of the close of business on May 16, 2014. On July 28, 2014, the Board of Directors declared a quarterly cash dividend of $0.07 per share payable on September 5, 2014 to stockholders of record as of the close of business on August 15, 2014. We paid $9.0 million of cash dividends, or $0.14 per share, for the fiscal year ended September 28, 2014. | |
Subsequent Events. On November 10, 2014, the Board of Directors declared a quarterly cash dividend of $0.07 per share payable on December 15, 2014 to stockholders of record as of the close of business on November 26, 2014. On November 10, 2014, the Board of Directors also authorized a new stock repurchase program under which we may repurchase up to $200 million of our common stock over the next two years. | |
Accounts_Receivable_Net
Accounts Receivable - Net | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Accounts Receivable - Net | ' | |||||||
Accounts Receivable - Net | ' | |||||||
4. Accounts Receivable – Net | ||||||||
Net accounts receivable and billings in excess of costs on uncompleted contracts consisted of the following at September 28, 2014 and September 29, 2013: | ||||||||
Fiscal Year Ended | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Billed | $ | 351,693 | $ | 375,149 | ||||
Unbilled | 363,050 | 306,969 | ||||||
Contract retentions | 26,929 | 23,353 | ||||||
Total accounts receivable – gross | 741,672 | 705,471 | ||||||
Allowance for doubtful accounts | (39,780 | (44,624 | ||||||
) | ) | |||||||
Total accounts receivable – net | $ | 701,892 | $ | 660,847 | ||||
Billings in excess of costs on uncompleted contracts | 103,343 | 79,507 | ||||||
$ | $ | |||||||
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 September 28, 2014 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, excluding those related to claims, 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 September 28, 2014 and September 29, 2013 included approximately $79 million and $41 million, respectively, related to claims, including requests for equitable adjustment, on contracts that provide for price redetermination. The increase from the end of fiscal 2013 includes the impact of changes in scope on an oil and gas project in Western Canada in fiscal 2014 that is currently in negotiation with the client. The remainder of the increase in claims primarily related to revenue recognized as progress continued on projects with claims that were in process at the end of fiscal 2013. We regularly evaluate all 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. As a result of this assessment, we recognized revenue and an increase to operating income of $3.4 million in fiscal 2014. We recognized losses of approximately $30.2 million related to the evaluation of the collectability of claims in fiscal 2013, primarily related to contractual disputes with government clients. | ||||||||
Billed accounts receivable related to U.S. federal government contracts were $57.4 million and $50.5 million at September 28, 2014 and September 29, 2013, respectively. U.S. federal government unbilled receivables were $73.2 million and $79.3 million at September 28, 2014 and September 29, 2013, respectively. Other than the U.S. federal government, no single client accounted for more than 10% of our accounts receivable at September 28, 2014 and September 29, 2013. | ||||||||
Mergers_and_Acquisitions
Mergers and Acquisitions | 12 Months Ended | ||||||||||
Sep. 28, 2014 | |||||||||||
Mergers and Acquisitions | ' | ||||||||||
Mergers and Acquisitions | ' | ||||||||||
5. Mergers and Acquisitions | |||||||||||
In fiscal 2012, we made acquisitions that enhanced our service offerings and expanded our geographic presence in our ECS and TSS segments. The aggregate purchase price for these acquisitions was $63.2 million as of the respective acquisition dates. Of this amount, $42.2 million was paid to the sellers, $2.0 million was accrued in accordance to the purchase agreements, and $19.0 million was the estimated fair value of contingent earn-out obligations with an aggregate maximum of $20.0 million upon the achievement of specified financial objectives. | |||||||||||
In the second quarter of fiscal 2013, we acquired American Environmental Group, Ltd. ("AEG"), headquartered in Richfield, Ohio. AEG provides environmental, design, construction and maintenance services primarily to solid and hazardous waste, environmental, energy and utility clients. Also in the second quarter of fiscal 2013, we acquired Parkland Pipeline Contractors Ltd., Parkland Pipeline Equipment Ltd., Park L Projects Ltd. and Parkland Projects Ltd. (collectively, "Parkland"), headquartered in Alberta, Canada. Parkland serves the oil and gas industry in Western Canada, and specializes in the technical support, engineering support and construction of pipelines and oilfield facilities. AEG and Parkland are both included in our Remediation and Construction Management ("RCM") segment. We also made other acquisitions that enhanced our service offerings and expanded our geographic presence in our Engineering and Consulting Services ("ECS") and Technical Support Services ("TSS") segments during fiscal 2013. The aggregate fair value of the purchase prices for fiscal 2013 acquisitions was $248.9 million. Of this amount, $171.6 million was paid to the sellers, $2.0 million was recorded as liabilities in accordance with the purchase agreements, and $75.3 million was the estimated fair value of contingent earn-out obligations as of the respective acquisition dates, with an aggregate maximum of $86.7 million upon the achievement of specified financial objectives. In fiscal 2014, we made immaterial acquisitions that enhanced our service offerings and expanded our geographic presence in our ECS and TSS segments. | |||||||||||
Goodwill additions resulting from the above 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 2013 acquisitions primarily represent the value of workforces with distinct expertise in the solid and hazardous waste, and oil and gas 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 companies. The results of these acquisitions were included in the consolidated financial statements from their respective closing dates. The purchase price allocations related to acquisitions completed during fiscal 2014 are preliminary, and subject to adjustment, based on the valuation and final determination of net assets acquired. We do not believe that any such adjustment will have a material effect on our consolidated results of operations. None of the acquisitions were considered material, individually or in the aggregate, to our consolidated financial statements. As a result, no pro forma information has been provided for the respective periods. | |||||||||||
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. 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 fiscal years 2014, 2013 and 2012, we recorded net decreases in our contingent earn-out liabilities and reported related net gains in operating income of $58.7 million, $9.6 million and $19.2 million, respectively. The fiscal 2014 gains primarily resulted from updated valuations of the contingent consideration liability for Parkland and AEG. We recognized a net unfavorable operating income adjustment for Parkland related to a single project during fiscal 2014. Adverse weather conditions during fiscal 2014 hindered AEG's ability to complete construction field work. As a result, we lowered our income projections over the remaining earn-out periods and recorded corresponding reductions of the earn-out liabilities for Parkland and AEG. We also determined that these lower income projections were the result of temporary events, and would not negatively impact Parkland and AEG's longer-term performance or result in goodwill impairment. However, if our income projections were to decline further, this could result in the impairment of a portion of the combined related goodwill balance of approximately $134 million. | |||||||||||
At September 28, 2014, there was a total maximum of $66.0 million of outstanding contingent consideration related to acquisitions. Of this amount, $7.0 million was estimated as the fair value and accrued on our consolidated balance sheet. The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities: | |||||||||||
Fiscal Year Ended | |||||||||||
September 28, | September 29, | September 30, | |||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Beginning balance (at fair value) | $ | 81,789 | $ | 51,539 | $ | 75,159 | |||||
Estimated earn-out liabilities for acquisitions during the fiscal year | 6,242 | 75,253 | 18,981 | ||||||||
Earn-out liabilities for acquisitions completed prior to fiscal 2010. | – | 250 | 9,974 | ||||||||
Increases due to re-measurement of fair value reported in interest expense | 1,846 | 2,433 | 1,374 | ||||||||
Net decreases due to re-measurement of fair value reported as gains in operating income | (58,694 | ) | (9,560 | ) | (19,246 | ) | |||||
Foreign exchange impact | (3,507 | ) | (2,480 | ) | 3,027 | ||||||
Earn-out payments: | |||||||||||
Reported as cash used in operating activities | (1,984 | ) | (695 | ) | (601 | ) | |||||
Reported as cash used in investing activities | – | (1,279 | ) | (11,773 | ) | ||||||
Reported as cash used in financing activities | (18,662 | ) | (33,672 | ) | (18,055 | ) | |||||
Settlement of receivables due from sellers | – | – | (7,301 | ) | |||||||
Ending balance (at fair value) | $ | 7,030 | $ | 81,789 | $ | 51,539 | |||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
6. Goodwill and Intangible Assets | |||||||||||||||||
The following table summarizes the changes in the carrying value of goodwill: | |||||||||||||||||
ECS | TSS | RCM | Total | ||||||||||||||
(in thousands) | |||||||||||||||||
Balance at September 30, 2012 | $ | 412,308 | $ | 173,867 | $ | 49,783 | $ | 635,958 | |||||||||
Goodwill additions | 14,364 | 3,594 | 145,064 | 163,022 | |||||||||||||
Foreign exchange impact | (16,464 | ) | 118 | (3,242 | ) | (19,588 | ) | ||||||||||
Goodwill impairment | (56,600 | ) | – | – | (56,600 | ) | |||||||||||
Balance at September 29, 2013 | 353,608 | 177,579 | 191,605 | 722,792 | |||||||||||||
Goodwill additions | 11,642 | 8,982 | – | 20,624 | |||||||||||||
Foreign exchange impact | (21,619 | ) | (208 | ) | (7,874 | ) | (29,701 | ) | |||||||||
Goodwill adjustments | – | 161 | 314 | 475 | |||||||||||||
Balance at September 28, 2014 | $ | 343,631 | $ | 186,514 | $ | 184,045 | $ | 714,190 | |||||||||
Goodwill additions are primarily attributable to acquisitions described in Note 5, "Mergers and Acquisitions" for the respective fiscal years. Substantially all of the goodwill additions are not deductible for income tax purposes. Foreign exchange impact relates to our foreign subsidiaries with functional currencies that are different than our reporting currency. The gross amounts of goodwill, excluding accumulated impairment, for ECS were $411.1 million and $401.1 million for fiscal 2013 and 2014 year-ends, respectively. | |||||||||||||||||
We regularly evaluate whether events and circumstances have occurred that may indicate a potential change in recoverability of goodwill. During the third quarter of fiscal 2013, certain of our reporting units experienced declines in their actual and projected financial performance. In Eastern Canada, poor economic conditions, including budget deficits, reduced customer spending, and an on-going government investigation into political corruption in Quebec slowed procurements and business activity in that region. In addition, our work for mining customers continued to slow at a faster pace than previously anticipated due to reduced demand and significant declines in prices for certain metals. To a lesser extent, we also experienced reduced performance from reporting units with a concentration of work for certain agencies of the U.S. federal government as a result of customer budgetary constraints. As a result of these factors, during the third quarter of fiscal 2013, we performed an interim goodwill impairment test for three reporting units in our ECS segment, as follows: | |||||||||||||||||
• | Tetra Tech Canada ("TTC"), with operations primarily in Eastern Canada, particularly Quebec; | ||||||||||||||||
• | Global Mining Practice ("GMP"), with operations primarily in the U.S., Canada, Australia and South America; and | ||||||||||||||||
• | Advanced Management Technology, Inc. ("AMT"), a U.S. federal government contractor primarily doing business with the FAA. | ||||||||||||||||
We performed the first step of the impairment test for each of these reporting units during the third quarter of fiscal 2013, and in each case determined that the carrying value of the reporting unit exceeded its fair value indicating potential goodwill impairment. The significant change to the assumptions used in the interim test in the third quarter of fiscal 2013 compared to the last annual impairment test as of July 1, 2012 was the projected revenue, operating income and cash flows for each reporting unit tested. | |||||||||||||||||
We performed the second step of the goodwill impairment test to measure the amount of the impairment loss, if any, of the applicable reporting units. The second step of the test requires the allocation of the reporting unit's fair value to its assets and liabilities, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill is less than the carrying value, the difference is recorded as an impairment loss. Based on the results of the step two analyses, we recorded a $56.6 million, or $48.1 million, net of tax, goodwill impairment charge in the third quarter of fiscal 2013 related to the TTC, GMP and AMT reporting units. As of September 28, 2014, the goodwill amounts after the impairment charges for the TTC, GMP and AMT reporting units were $103.3 million, $68.5 million and $32.6 million, respectively. | |||||||||||||||||
We perform our annual goodwill impairment review at the beginning of our fiscal fourth quarter. Our last annual review at June 30, 2014 (i.e., the first day of our fiscal fourth quarter), indicated that we had no impairment of goodwill, and all of our reporting units had estimated fair values that were in excess of their carrying values, including goodwill. However, we identified four reporting units that had estimated fair values that exceeded their carrying values by less than 20% including two of the reporting units with impairment charges in fiscal 2013, TTC and GMP. Due to declines in actual and projected financial performance in fiscal 2014, our Tetra Tech Construction ("CON") reporting unit, which primarily performs civil construction projects, and Parkland also met this criteria. As of September 28, 2014, the goodwill amounts for CON and Parkland were $47.8 million and $95.6 million, respectively. Although we believe that our estimates of fair value for these reporting units are reasonable, if financial performance for these reporting units fall significantly below our expectations or market prices for similar business decline, the goodwill for these reporting units could become impaired. | |||||||||||||||||
The gross amount and accumulated amortization of our acquired identifiable intangible assets with finite useful lives included in "Intangible assets – net" on the consolidated balance sheets, were as follows: | |||||||||||||||||
Fiscal Year Ended | |||||||||||||||||
September 28, 2014 | September 29, 2013 | ||||||||||||||||
Weighted- | Gross | Accumulated | Gross | Accumulated | |||||||||||||
Average | Amount | Amortization | Amount | Amortization | |||||||||||||
Remaining | |||||||||||||||||
Life | |||||||||||||||||
(in years) | |||||||||||||||||
($ in thousands) | |||||||||||||||||
Non-compete agreements | 2.2 | $ | 1,086 | $ | (524 | ) | $ | 6,160 | $ | (5,247 | ) | ||||||
Client relations | 3.8 | 122,198 | (61,117 | ) | 128,839 | (49,189 | ) | ||||||||||
Backlog | 0.2 | 1,283 | (1,072 | ) | 68,968 | (64,675 | ) | ||||||||||
Technology and trade names | 2.2 | 2,917 | (1,676 | ) | 4,204 | (2,131 | ) | ||||||||||
Total | $ | 127,484 | $ | (64,389 | ) | $ | 208,171 | $ | (121,242 | ) | |||||||
The gross amount and accumulated amortization for acquired identifiable assets decreased due to the full amortization of assets in fiscal 2014. Amortization expense for these intangible assets for fiscal 2014, 2013 and 2012 was $27.3 million, $32.4 million and $29.6 million, respectively. Estimated amortization expense for the succeeding five years and beyond is as follows: | |||||||||||||||||
Amount | |||||||||||||||||
(in thousands) | |||||||||||||||||
2015 | $ | 20,587 | |||||||||||||||
2016 | 16,803 | ||||||||||||||||
2017 | 14,560 | ||||||||||||||||
2018 | 6,222 | ||||||||||||||||
2019 | 2,916 | ||||||||||||||||
Beyond | 2,007 | ||||||||||||||||
Total | $ | 63,095 | |||||||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Property and Equipment | ' | |||||||
Property and Equipment | ' | |||||||
7. Property and Equipment | ||||||||
The property and equipment consisted of the following: | ||||||||
Fiscal Year Ended | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Land and buildings | $ | 4,029 | $ | 5,565 | ||||
Equipment, furniture and fixtures | 204,298 | 210,172 | ||||||
Leasehold improvements | 24,478 | 26,429 | ||||||
Total property and equipment | 232,805 | 242,166 | ||||||
Accumulated depreciation | (158,941 | ) | (154,140 | ) | ||||
Property and equipment, net | $ | 73,864 | $ | 88,026 | ||||
The depreciation expense related to property and equipment, including assets under capital leases, was $26.5 million, $29.5 million and $26.7 million for fiscal 2014, 2013 and 2012, respectively. | ||||||||
In fiscal 2012, one of our properties met the held for sale classification criteria at fiscal 2012 year-end. This property consists of land and a building at a net book value of $5.8 million. We estimated the fair value of this property using market values for similar properties, and this is considered a Level 3 measurement as defined in FASB's guidance on "Fair Value Measurements and Disclosures." After adjustment to fair value, the $2.4 million carrying value of this property was reclassified to "Prepaid expenses and other current assets" in the consolidated balance sheet at September 30, 2012. Additionally, we recorded the related non-cash impairment charge of $3.4 million in our corporate "Selling, general and administrative expenses" in the consolidated statement of operations for fiscal 2012. | ||||||||
In connection with exit activities related to vacating leased facilities, we recorded a loss of $2.7 million in the fourth quarter of fiscal 2014. The loss consisted of an accrued liability of $2.5 million for estimated contract termination costs associated with the long-term non-cancelable leases of those facilities, reduced by $0.3 million of write-offs of prorated portions of existing deferred items previously recognized in connection with the leases, and $0.5 million in net write-offs of fixed assets, primarily leasehold improvements, furniture and fixtures, that were no longer in use after vacating the facilities. The loss is recorded in other costs of revenue on the consolidated statements of operations (see Note 10, "Leases" for further information). | ||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||||||||||
Sep. 28, 2014 | ||||||||||||||||||||
Income Taxes | ' | |||||||||||||||||||
Income Taxes | ' | |||||||||||||||||||
8. Income Taxes | ||||||||||||||||||||
The income before income taxes, by geographic area, was as follows: | ||||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Income (loss) before income taxes: | ||||||||||||||||||||
United States | $ | 118,900 | $ | 60,547 | $ | 141,035 | ||||||||||||||
Foreign | 25,443 | (48,015 | ) | 19,761 | ||||||||||||||||
Total income before income taxes | $ | 144,343 | $ | 12,532 | $ | 160,796 | ||||||||||||||
Income tax expense consisted of the following: | ||||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Current: | ||||||||||||||||||||
Federal | $ | 26,503 | $ | 11,155 | $ | 46,058 | ||||||||||||||
State | 7,551 | 2,705 | 6,949 | |||||||||||||||||
Foreign | 1,759 | 11,646 | 8,569 | |||||||||||||||||
Total current income tax expense | 35,813 | 25,506 | 61,576 | |||||||||||||||||
Deferred: | ||||||||||||||||||||
Federal | 5,957 | (2,965 | ) | (200 | ) | |||||||||||||||
State | 434 | (637 | ) | (622 | ) | |||||||||||||||
Foreign | (6,536 | ) | (7,866 | ) | (4,690 | ) | ||||||||||||||
Total deferred income tax expense (benefit) | (145 | ) | (11,468 | ) | (5,512 | ) | ||||||||||||||
35,668 | 14,038 | 56,064 | ||||||||||||||||||
Total income tax expense | $ | $ | $ | |||||||||||||||||
Total income tax expense was different from the amount computed by applying the U.S. federal statutory rate to pre-tax income as follows: | ||||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, 2014 | September 29, 2013 | September 30, 2012 | ||||||||||||||||||
($ in thousands) | ||||||||||||||||||||
Tax at federal statutory rate | $ | 50,521 | 35 | % | $ | 4,386 | 35 | % | $ | 56,278 | 35 | % | ||||||||
State taxes, net of federal benefit | 4,956 | 3.4 | 1,316 | 10.5 | 4,932 | 3.1 | ||||||||||||||
R&E credits | (867 | ) | (0.6 | ) | (6,622 | ) | (52.8 | ) | (360 | ) | (0.2 | ) | ||||||||
Domestic production deduction | (1,048 | ) | (0.7 | ) | (828 | ) | (6.6 | ) | (774 | ) | (0.5 | ) | ||||||||
Tax differential on foreign earnings | (7,956 | ) | (5.5 | ) | (4,263 | ) | (34.0 | ) | (4,444 | ) | (2.8 | ) | ||||||||
Corrections of prior-year errors | – | – | 3,255 | 26 | – | – | ||||||||||||||
Goodwill and contingent consideration | (11,808 | ) | (8.2 | ) | 11,288 | 90 | (1,552 | ) | (1.0 | ) | ||||||||||
Stock compensation | 298 | 0.2 | 443 | 3.5 | 80 | 0.1 | ||||||||||||||
Valuation allowance | 396 | 0.3 | 4,947 | 39.5 | 2,512 | 1.6 | ||||||||||||||
Other | 1,176 | 0.8 | 116 | 0.9 | (608 | ) | (0.4 | ) | ||||||||||||
Total income tax expense | $ | 35,668 | 24.7 | % | $ | 14,038 | 112 | % | $ | 56,064 | 34.9 | % | ||||||||
Our fiscal year 2014 effective tax rate was 24.7% compared to 112.0% for fiscal 2013. The lower effective tax rate in fiscal 2014 resulted primarily from goodwill impairment charges and valuation allowances that increased the rate in fiscal 2013 versus earn-out adjustments that lowered the effective rate this year. We are currently under examination by the Internal Revenue Service for the fiscal years 2010 through 2013, and by the California Franchise Tax Board for fiscal years 2004 through 2005, with respect to R&E credits. We are also subject to various other state audits. With a few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for fiscal years before 2010. | ||||||||||||||||||||
Temporary differences comprising the net deferred income tax liability shown on the accompanying consolidated balance sheets were as follows: | ||||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | |||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Deferred Tax Asset: | ||||||||||||||||||||
State taxes | $ | 2,635 | $ | 452 | ||||||||||||||||
Reserves and contingent liabilities | 8,860 | 5,883 | ||||||||||||||||||
Allowance for doubtful accounts | 6,084 | 7,345 | ||||||||||||||||||
Accrued liabilities | 12,212 | 14,425 | ||||||||||||||||||
Stock-based compensation | 10,273 | 10,778 | ||||||||||||||||||
Loss carry-forwards | 10,815 | 9,563 | ||||||||||||||||||
Valuation allowance on loss carry-forwards | (7,576 | ) | (7,459 | ) | ||||||||||||||||
Total deferred tax asset | 43,303 | 40,987 | ||||||||||||||||||
Deferred Tax Liability: | ||||||||||||||||||||
Unbilled revenue | (49,150 | ) | (47,281 | ) | ||||||||||||||||
Prepaid expense | (5,834 | ) | (7,522 | ) | ||||||||||||||||
Intangibles | (29,257 | ) | (24,933 | ) | ||||||||||||||||
Property and equipment | (8,235 | ) | (9,946 | ) | ||||||||||||||||
Total deferred tax liability | (92,476 | ) | (89,682 | ) | ||||||||||||||||
Net deferred tax liability | $ | (49,173 | ) | $ | (48,695 | ) | ||||||||||||||
At September 28, 2014, undistributed earnings of our foreign subsidiaries, primarily in Canada, amounting to approximately $52.6 million 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. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable; however, the potential foreign tax credit associated with the deferred income would be available to partially reduce the resulting U.S. tax liabilities. | ||||||||||||||||||||
At September 28, 2014, we had available unused state net operating loss ("NOL") carry forwards of $22.8 million which expire at various dates through 2033 and foreign NOL carry forwards of $36.8 million of which $26.2 million expire at various dates through 2033, and $10.6 million have no expiration date. We have performed an assessment of positive and negative evidence regarding the realization of the deferred tax assets. This assessment included the evaluation of scheduled reversals of deferred tax liabilities, availability of carrybacks, cumulative losses in recent years, and estimates of projected future taxable income. Although realization is not assured, 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 the loss carry-forwards in foreign jurisdictions for which a valuation allowance of $7.6 million has been provided. | ||||||||||||||||||||
At September 28, 2014, we had $21.7 million of unrecognized tax benefits. Included in the balance of unrecognized tax benefits at the end of fiscal year 2014 were $21.7 million of tax benefits that, if recognized, would affect our effective tax rate. It is not expected that there will be a significant change in the unrecognized tax benefits in the next 12 months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | ||||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Beginning balance | $ | 25,886 | $ | 24,092 | $ | 25,940 | ||||||||||||||
Additions for current year tax positions | 1,243 | 2,661 | 6,273 | |||||||||||||||||
Additions for prior year tax positions | 1,416 | 4,951 | 19 | |||||||||||||||||
Reductions for prior year tax positions | – | (5,818 | ) | (8,072 | ) | |||||||||||||||
Settlements | (6,828 | ) | – | (68 | ) | |||||||||||||||
Ending balance | $ | 21,717 | $ | 25,886 | $ | 24,092 | ||||||||||||||
We recognize potential interest and penalties related to unrecognized tax benefits in income tax expense. The amount of interest expense (net of interest income) accrued at September 28, 2014 and September 29, 2013, was $0.9 million and $2.3 million, respectively. | ||||||||||||||||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ' | |||||||
9. Long-Term Debt | ||||||||
Long-term debt consisted of the following: | ||||||||
Fiscal Year Ended | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Credit facilities | $ | 202,438 | $ | 205,000 | ||||
Other | 1,393 | 2,749 | ||||||
Total long-term debt | 203,831 | 207,749 | ||||||
(10,989 | (4,311 | |||||||
Less: Current portion of long-term debt | ) | ) | ||||||
192,842 | 203,438 | |||||||
Long-term debt, less current portion | $ | $ | ||||||
On May 7, 2013, we entered into the Amended Credit Agreement and refinanced the indebtedness under our prior credit agreement. The Amended Credit Agreement is a $665 million senior secured, five-year facility that provides for a $205 million Term Loan Facility and a $460 million Revolving Credit Facility. This 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 $200 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 and letters of credit. Borrowings under the Amended Credit Agreement are collateralized by our accounts receivable, the stock of certain of our subsidiaries, and intercompany loans. The Amended Credit Agreement expires on May 7, 2018, or earlier at our discretion upon payment in full of loans and other obligations. We had borrowings outstanding at September 28, 2014 of $202.4 million, entirely under the Term Loan Facility, at a weighted-average interest rate of 1.82% per annum. At September 28, 2014, there was $1.2 million outstanding in standby letters of credit. At September 28, 2014, we had $460 million of available credit under the Revolving Credit Facility, of which $155.3 million could be borrowed without a violation of our debt covenants. | ||||||||
The Term Loan Facility is subject to quarterly amortization of principal, with no principal payment due in year 1, $10.3 million payable in both years 2 and 3, and $15.4 million payable in both years 4 and 5, respectively, with any unpaid balance due at maturity. 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 bank's 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 Amended Credit Agreement contains certain affirmative and restrictive covenants, and customary events of default. The financial covenants provide for a maximum Consolidated Leverage Ratio of 2.50 to 1.00 and a minimum Consolidated Fixed Charge Coverage Ratio of 1.25 to 1.00. Our obligations under the Amended 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 Amended Credit Agreement, and (ii) our accounts receivable, general intangibles and intercompany loans, and those of our subsidiaries that are guarantors or borrowers. As of September 28, 2014, we met all compliance requirements of these covenants. | ||||||||
In fiscal 2014, other debt included capital leases of $1.4 million. In fiscal 2013, other debt included capital leases of $1.8 million, property and equipment loans of $0.1 million, and a bank overdraft facility of $0.9 million for one of our foreign affiliates. | ||||||||
We have three letter of credit agreements with three banks to issue up to $53 million in standby letters of credit. The amount of standby letters of credit outstanding under these facilities and other bank guarantees at September 28, 2014 was $31.7 million, of which $6.5 million was issued in currencies other than the U.S. dollar. | ||||||||
The following table presents scheduled maturities of our long-term debt: | ||||||||
Amount | ||||||||
(in thousands) | ||||||||
2015 | $ | 10,979 | ||||||
2016 | 15,907 | |||||||
2017 | 15,441 | |||||||
2018 | 161,491 | |||||||
2019 | 13 | |||||||
Total | $ | 203,831 | ||||||
Leases
Leases | 12 Months Ended | ||||||||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||||||||
Leases | ' | ||||||||||||||||||||||
Leases | ' | ||||||||||||||||||||||
10. Leases | |||||||||||||||||||||||
We lease office and field equipment, vehicles and buildings under various operating leases. In fiscal 2014, 2013 and 2012, we recognized $70.0 million, $80.8 million and $76.6 million of expense associated with operating leases, respectively. Amounts payable under non-cancelable operating and capital lease commitments are as follows during the following fiscal years: | |||||||||||||||||||||||
Operating | Capital | ||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
2015 | $ | 65,412 | $ | 781 | |||||||||||||||||||
2016 | 50,275 | 552 | |||||||||||||||||||||
2017 | 33,908 | 70 | |||||||||||||||||||||
2018 | 23,238 | 55 | |||||||||||||||||||||
2019 | 15,905 | 13 | |||||||||||||||||||||
Beyond | 22,377 | – | |||||||||||||||||||||
Total | $ | 211,115 | 1,471 | ||||||||||||||||||||
Less: Amounts representing interest | 81 | ||||||||||||||||||||||
Net present value | $ | 1,390 | |||||||||||||||||||||
We vacated certain facilities under long-term non-cancelable leases and recorded contract termination costs of $2.2 million in fiscal 2014, $4.5 million in fiscal 2013 and $1.3 million in fiscal 2012. These amounts were initially measured at the fair value of the portion of the lease payments associated with the vacated facilities, reduced by estimated sublease rentals, less the write off of a prorated portion of existing deferred items previously recognized on these leases. We expect the remaining lease payments to be paid through the various lease expiration dates that continue until 2024. | |||||||||||||||||||||||
We initially measured the lease contract termination liability at the fair value of the prorated portion of the lease payments associated with the vacated facilities, reduced by estimated sublease rentals and other costs. If the actual timing and potential termination costs or realization of sublease income differ from our estimates, the resulting liabilities could vary from recorded amounts. These liabilities are reviewed periodically and adjusted when necessary. The following is a reconciliation of the beginning and ending balances of these liabilities related to lease contract termination costs: | |||||||||||||||||||||||
RCM | ECS | TSS | Total | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Balance at September 30, 2012 | $ | – | $ | – | $ | 2,940 | $ | 2,940 | |||||||||||||||
Costs incurred and charged to expense | – | 3,744 | 1,055 | 4,799 | |||||||||||||||||||
Adjustments (1) | – | (34 | ) | (1,432 | ) | (1,466 | ) | ||||||||||||||||
Balance at September 29, 2013 | $ | – | $ | 3,710 | $ | 2,563 | $ | 6,273 | |||||||||||||||
Cost incurred and charged to expense | 1,391 | 443 | 624 | 2,458 | |||||||||||||||||||
Adjustments (1) | – | (1,373 | ) | (989 | ) | (2,362 | ) | ||||||||||||||||
Balance as September 28, 2014 | $ | 1,391 | $ | 2,780 | $ | 2,198 | $ | 6,369 | |||||||||||||||
(1) Adjustments of the actual timing and potential termination costs or realization of sublease income. | |||||||||||||||||||||||
Stockholders_Equity_and_Stock_
Stockholders' Equity and Stock Compensation Plans | 12 Months Ended | |||||||||||||
Sep. 28, 2014 | ||||||||||||||
Stockholders' Equity and Stock Compensation Plans | ' | |||||||||||||
Stockholders' Equity and Stock Compensation Plans | ' | |||||||||||||
11. Stockholders' Equity and Stock Compensation Plans | ||||||||||||||
At September 28, 2014, we had the following stock-based compensation plans: | ||||||||||||||
• | 2003 Outside Director Stock Option Plan. Non-employee directors may be granted options to purchase an aggregate of up to 400,000 shares of our common stock at prices not less than 100% of the market value on the date of grant. Exercise prices of all options granted were at the market value on the date of grant. These options vest and become exercisable on the first anniversary of the grant date if the director has not ceased to be a director prior to such date, and expire no later than ten years from the grant date. | |||||||||||||
• | 2005 Equity Incentive Plan ("EIP"). Key employees and non-employee directors may be granted equity awards, including stock options, restricted stock and RSUs, with respect to an aggregate of 6,086,216 shares of our common stock. Options granted before March 6, 2006 vest at 25% on the first anniversary of the grant date, and the balance vests monthly thereafter, such that these options become fully vested no later than four years from the date of grant. These options expire no later than ten years from the date of grant. Options granted on and after March 6, 2006 vest at 25% on each anniversary of the grant date. These options expire no later than eight years from the grant date. RSUs granted to date vest at 25% on each anniversary of the grant date. | |||||||||||||
Our Compensation Committee has also awarded restricted stock to executive officers and non-employee directors under the EIP. Restricted stock grants generally vest over a minimum three-year period, and may be performance-based, determined by EPS growth, or service-based. | ||||||||||||||
• | Employee Stock Purchase Plan ("ESPP"). Purchase rights to purchase common stock are granted to our eligible full and part-time employees, and shares of common stock are issued upon exercise of the purchase rights. An aggregate of 2,373,290 shares may be issued pursuant to such exercise. The maximum amount that an employee can contribute during a purchase right period is $5,000. The exercise price of a purchase right is the lesser of 100% of the fair market value of a share of common stock on the first day of the purchase right period or 85% of the fair market value on the last day of the purchase right period (December 15, or the business day preceding December 15 if December 15 is not a business day). | |||||||||||||
The stock-based compensation and related income tax benefits were as follows: | ||||||||||||||
Fiscal Year Ended | ||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
(in thousands) | ||||||||||||||
Total stock-based compensation | $ | 10,374 | $ | 8,775 | $ | 10,839 | ||||||||
Income tax benefit related to stock-based compensation | (3,696 | ) | (3,048 | ) | (4,288 | ) | ||||||||
Stock-based compensation, net of tax benefit | $ | 6,678 | $ | 5,727 | $ | 6,551 | ||||||||
Stock Options | ||||||||||||||
Stock option activity for the fiscal year ended September 28, 2014 was as follows: | ||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
Options | Average | Average | Intrinsic Value | |||||||||||
(in thousands) | Exercise Price | Remaining | (in thousands) | |||||||||||
per Share | Contractual | |||||||||||||
Term | ||||||||||||||
(in years) | ||||||||||||||
Outstanding on September 29, 2013 | 4,264 | $ | 21.88 | |||||||||||
Granted | 354 | 28.58 | ||||||||||||
Exercised | (1,180 | ) | 28.07 | |||||||||||
Cancelled | (55 | ) | 22.82 | |||||||||||
Outstanding at September 28, 2014 | 3,383 | $ | 23.14 | 3.9 | $ | 8,365 | ||||||||
Vested or expected to vest at September 28, 2014 | 3,321 | $ | 23.1 | 3.8 | $ | 8,217 | ||||||||
Exercisable on September 28, 2014 | 2,447 | $ | 22.29 | 5.7 | $ | 7,313 | ||||||||
The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between our closing stock price on the last trading day of fiscal 2014 and the exercise price, times the number of shares) that would have been received by the in-the-money option holders if they had exercised their options on September 28, 2014. This amount will change based on the fair market value of our stock. At September 28, 2014, we expect to recognize $5.3 million of unrecognized compensation cost related to stock option grants over a weighted-average period of 1.9 years. At September 28, 2014, there were approximately 2.8 million options available for future awards. | ||||||||||||||
The weighted-average fair value of stock options granted during fiscal 2014, 2013 and 2012 was $9.36, $8.74 and $8.37, respectively. The aggregate intrinsic value of options exercised during fiscal 2014, 2013 and 2012 was $9.3 million, $6.4 million and $6.1 million, respectively. | ||||||||||||||
The fair value of our stock options was estimated on the date of grant using the Black-Scholes option pricing model. The following assumptions were used in the calculation: | ||||||||||||||
Fiscal Year Ended | ||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Dividend yield | – | – | – | |||||||||||
Expected stock price volatility | 36.1% - 38.8% | 41.7% - 42.2% | 41.9% - 44.0% | |||||||||||
Risk-free rate of return, annual | 1.3% - 1.5% | 0.6% - 1.3% | 0.7% - 1.1% | |||||||||||
For purposes of the Black-Scholes model, forfeitures were estimated based on historical experience. For the fiscal 2014, 2013 and 2012 year-ends, we based our expected stock price volatility on historical volatility behavior and current implied volatility behavior. Our risk-free rate of return was based on constant maturity rates provided by the U.S. Treasury. The expected life was based on historical experience. | ||||||||||||||
Net cash proceeds from the exercise of stock options were $23.8 million, $16.0 million and $18.2 million for fiscal 2014, 2013 and 2012, respectively. Our policy is to issue shares from our authorized shares upon the exercise of stock options. The actual income tax benefit realized from exercises of nonqualified stock options and disqualifying dispositions of qualified options for fiscal 2014, 2013 and 2012 was $4.6 million, $3.7 million and $3.2 million, respectively. | ||||||||||||||
Restricted Stock and RSUs | ||||||||||||||
Restricted stock activity for the fiscal year ended September 28, 2014 was as follows: | ||||||||||||||
Number of | Weighted- | |||||||||||||
Shares | Average Grant | |||||||||||||
(in thousands) | Date Fair | |||||||||||||
Value | ||||||||||||||
Nonvested balance at September 29, 2013 | 203 | $ | 23.55 | |||||||||||
Granted | 117 | 28.58 | ||||||||||||
Vested | (3 | ) | 21.65 | |||||||||||
Forfeited | (94 | ) | 23.44 | |||||||||||
223 | 26.26 | |||||||||||||
Nonvested balance at September 28, 2014 | $ | |||||||||||||
223 | 26.26 | |||||||||||||
Vested or expected to vest at September 28, 2014 | $ | |||||||||||||
In fiscal 2014, 2013 and 2012, we awarded 117,067 shares, 108,350 shares and 105,567 shares, respectively, of restricted stock to certain of our executive officers and non-employee directors. Vesting is performance-based, such that the percentage of awarded shares that ultimately vests, from 0% to 140%, is dependent on fiscal year earnings per share growth rates for the three fiscal years that end after the award date. In fiscal 2013 and 2012, an additional 4,947 shares and 5,305 shares of restricted stock, respectively, were awarded for performance-based adjustments in excess of 100% vesting. Restricted stock forfeitures resulted from performance-based vesting of less than 100%. Forfeited shares return to the pool of authorized shares available for award. As of September 28, 2014, there were 723,420 shares available for future awards of restricted stock. | ||||||||||||||
The fair value of the total compensation cost of each restricted stock award was determined at the date of grant using the market price of the underlying common stock as of the date of grant. For performance-based awards, our expected performance is reviewed to estimate the percentage of shares that will vest. The total compensation cost of the awards is then amortized over their applicable vesting period on a straight-line basis. | ||||||||||||||
RSU activity for the fiscal year ended September 28, 2014 was as follows: | ||||||||||||||
Number of | Weighted- | |||||||||||||
Shares | Average Grant | |||||||||||||
(in thousands) | Date Fair | |||||||||||||
Value | ||||||||||||||
Nonvested balance at September 29, 2013 | 333 | $ | 23.7 | |||||||||||
Granted | 225 | 28.53 | ||||||||||||
Vested | (92 | ) | 23.58 | |||||||||||
Forfeited | (34 | ) | 25.58 | |||||||||||
432 | 26.09 | |||||||||||||
Nonvested balance at September 28, 2014 | $ | |||||||||||||
In fiscal 2014, we also awarded 224,911 RSUs to our employees at the weighted average fair value of $28.53 per share on the award date. All of the RSUs have time-based vesting over a four-year period, except that RSUs awarded to directors vest after one year. At September 28, 2014, there were 432,289 RSUs outstanding. RSU forfeitures result from employment terminations prior to vesting. Forfeited shares return to the pool of authorized shares available for award. | ||||||||||||||
In fiscal 2013, we also awarded 226,655 RSUs to our employees at the weighted average fair value of $24.32 per share on the award date. All of the RSUs have time-based vesting over a four-year period. At September 29, 2013, there were 333,140 RSUs outstanding. RSU forfeitures result from employment terminations prior to vesting. Forfeited shares return to the pool of authorized shares available for award. | ||||||||||||||
The stock-based compensation expense related to restricted stock and RSUs for fiscal years 2014, 2013 and 2012 was $4.6 million, $2.2 million and $3.0 million, respectively, and was included in the total stock-based compensation expense. At September 28, 2014, there was $10.5 million of unrecognized compensation costs related to restricted stock and RSUs that will be substantially recognized by the end of fiscal 2018. | ||||||||||||||
ESPP | ||||||||||||||
The following table summarizes shares purchased, weighted-average purchase price, cash received and the aggregate intrinsic value for shares purchased under the ESPP: | ||||||||||||||
Fiscal Year Ended | ||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
(in thousands, except for purchase price) | ||||||||||||||
Shares purchased | 245 | 253 | 289 | |||||||||||
Weighted-average purchase price | $ | 22.99 | $ | 21.96 | $ | 18.35 | ||||||||
Cash received from exercise of purchase rights | $ | 5,604 | $ | 5,551 | $ | 5,300 | ||||||||
Aggregate intrinsic value | $ | 1,221 | $ | 1,140 | $ | 935 | ||||||||
The grant date fair value of each award granted under the ESPP was estimated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||
Fiscal Year Ended | ||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Dividend yield | - | - | - | |||||||||||
Expected stock price volatility | 29.2 | % | 27.1 | % | 34.7 | % | ||||||||
Risk-free rate of return, annual | 0.1 | % | 0.1 | % | 0.1 | % | ||||||||
Expected life (in years) | 1 | 1 | 1 | |||||||||||
For fiscal 2014, 2013 and 2012, we based our expected stock price volatility on historical volatility behavior and current implied volatility behavior. The risk-free rate of return was based on constant maturity rates provided by the U.S. Treasury. The expected life was based on the ESPP terms and conditions. | ||||||||||||||
Included in stock-based compensation expense for fiscal 2014, 2013 and 2012 was $0.7 million, $0.8 million and $0.9 million, respectively, related to the ESPP. The unrecognized stock-based compensation costs for awards granted under the ESPP at September 28, 2014 and September 29, 2013, were $0.2 million and $0.2 million, respectively. At September 28, 2014, ESPP participants had accumulated $2.9 million to purchase our common stock. | ||||||||||||||
Retirement_Plans
Retirement Plans | 12 Months Ended |
Sep. 28, 2014 | |
Retirement Plans | ' |
Retirement Plans | ' |
12. Retirement Plans | |
We have established defined contribution plans including 401(k) plans. Generally, employees are eligible to participate in the defined contribution plans upon completion of one year of service and in the 401(k) plans upon commencement of employment. For fiscal 2014, 2013 and 2012, employer contributions to the plans were $9.6 million, $9.5 million and $14.7 million, respectively. | |
We have established a non-qualified deferred compensation plan for certain key employees and non-employee directors. Eligible employees and non-employee directors may elect to defer the receipt of salary, incentive payments, restricted stock and RSU awards, and non-employee director fees, which are generally invested by us in individual variable life insurance contracts we own that are designed to informally fund savings plans of this nature. At September 28, 2014 and September 29, 2013, the consolidated balance sheets reflect assets of $20.1 million and $17.2 million, respectively, related to the deferred compensation plan in "Other long-term assets," and liabilities of $19.9 million and $16.1 million, respectively, related to the deferred compensation plan in "Other long-term liabilities." | |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||||||||||
Sep. 28, 2014 | |||||||||||
Earnings Per Share | ' | ||||||||||
Earnings Per Share | ' | ||||||||||
13. Earnings Per Share | |||||||||||
The following table sets forth the number of weighted-average shares used to compute basic and diluted EPS: | |||||||||||
Fiscal Year Ended | |||||||||||
September 28, | September 29, | September 30, | |||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands, except per share data) | |||||||||||
Net income (loss) attributable to Tetra Tech | $ | 108,266 | $ | (2,141 | ) | $ | 104,380 | ||||
Weighted-average common shares outstanding – basic | 64,379 | 64,544 | 63,217 | ||||||||
Effect of diluted stock options and unvested restricted stock | 767 | – | 717 | ||||||||
Weighted-average common stock outstanding – diluted | 65,146 | 64,544 | 63,934 | ||||||||
Net income (loss) attributable to Tetra Tech per share: | |||||||||||
Basic | $ | 1.68 | $ | (0.03 | ) | $ | 1.65 | ||||
Diluted | $ | 1.66 | $ | (0.03 | ) | $ | 1.63 | ||||
For 2014 and 2012, no options and 1.9 million options were excluded from the calculation of dilutive potential common shares, respectively. These options were not included in the computation of dilutive potential common shares because the assumed proceeds per share exceeded the average market price per share for that period. Therefore, their inclusion would have been anti-dilutive. The computation of diluted loss per share for fiscal 2013 excludes 0.5 million of potential common shares due to their anti-dilutive effect. | |||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | ||||||||||
Sep. 28, 2014 | |||||||||||
Derivative Financial Instruments | ' | ||||||||||
Derivative Financial Instruments | ' | ||||||||||
14. 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 consolidated balance sheets at fair value. We record changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as accounting hedges in our consolidated balance sheets as accumulated other comprehensive income. | |||||||||||
In fiscal 2009, we entered into an intercompany promissory note with a wholly-owned Canadian subsidiary in connection with the acquisition of Wardrop Engineering, Inc. The intercompany note receivable is denominated in CAD and has a fixed rate of interest payable in CAD. In the second quarter of fiscal 2010, we entered into a forward contract for CAD $4.2 million (equivalent to U.S. $3.9 million at the date of inception) that matured on January 28, 2013. In the third quarter of fiscal 2011, we entered into a forward contract for CAD $4.2 million (equivalent to U.S. $4.2 million at the date of inception) with a maturity date of January 27, 2014. Our objective was to eliminate variability of our cash flows on the amount of interest income we receive on the promissory note from changes in foreign currency exchange rates. These contracts were designated as cash flow hedges. Accordingly, changes in the fair value of the contracts were recorded in "Other comprehensive income". In the second quarter of fiscal 2013, we settled one of the foreign currency forward contracts for U.S. $3.9 million and terminated the remaining forward contract. As a result, we recognized immaterial gains and losses in our consolidated statements of operations for fiscal 2013 and 2012. | |||||||||||
In fiscal 2013, we entered into three interest rate swap agreements that we have designated as cash flow hedges to fix the variable interest rates on a portion of borrowings under our Term Loan Facility. In fiscal 2014, we entered into two interest rate swap agreements that we have designated as cash flow hedges to fix the variable interest rates on a portion of borrowings under our Term loan Facility. At September 28, 2014 and September 29, 2013, the effective portion of our interest rate swap agreements designated as cash flow hedges before tax effect was ($0.2) million and $0.9 million, respectively, of which ($0.2) million and $0.9 million is expected to be reclassified from accumulated other comprehensive income to interest expense within the next 12 months. | |||||||||||
As of September 28, 2014, the notional principal, fixed rates and related expiration dates of our outstanding interest rate swap agreements are as follows: | |||||||||||
Notional Amount | Fixed | Expiration | |||||||||
(in thousands) | Rate | Date | |||||||||
$ | 50,609 | 1.36 | % | May-18 | |||||||
50,609 | 1.34 | % | May-18 | ||||||||
50,609 | 1.35 | % | May-18 | ||||||||
25,305 | 1.23 | % | May-18 | ||||||||
25,305 | 1.24 | % | May-18 | ||||||||
The fair values of our outstanding derivative instruments were as follows (in thousands): | |||||||||||
Fair Value of Derivative | |||||||||||
Instruments as of | |||||||||||
Balance Sheet Location | September 28, | September 29, | |||||||||
2014 | 2013 | ||||||||||
Derivatives designated as hedging instruments: | |||||||||||
Interest rate swap agreements | Other current liabilities | $ | 45 | $ | 987 | ||||||
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 fiscal years ended September 28, 2014 and September 29, 2013. 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 2014, 2013 and 2012. | |||||||||||
Reclassifications_Out_of_Accum
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | 12 Months Ended | ||||||||||
Sep. 28, 2014 | |||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||
15. Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | |||||||||||
The accumulated balances and reporting period activities for fiscal 2014 and 2013 related to reclassifications out of accumulated other comprehensive income (loss) are summarized as follows: | |||||||||||
Foreign | Loss on | Accumulated | |||||||||
Currency | Derivative | Other | |||||||||
Translation | Instruments | Comprehensive | |||||||||
Adjustments | Income (Loss) | ||||||||||
(in thousands) | |||||||||||
Balances at September 30, 2012 | $ | 31,110 | $ | (93 | ) | $ | 31,017 | ||||
Other comprehensive (loss) income before reclassifications | (28,770 | (63 | (28,833 | ||||||||
) | ) | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income | |||||||||||
Foreign exchange contracts, net of tax (1) | – | (164 | ) | (164 | ) | ||||||
Interest rate contracts net of tax (2) | – | (162 | ) | (162 | ) | ||||||
Net current-period other comprehensive (loss) income | (28,770 | ) | (389 | ) | (29,159 | ) | |||||
Balances at September 29, 2013 | $ | 2,340 | $ | (482 | ) | $ | 1,858 | ||||
Other comprehensive (loss) income before reclassifications | (45,425 | ) | 3,317 | (42,108 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income | |||||||||||
Interest rate contracts, net of tax (2) | – | (2,288 | ) | (2,288 | ) | ||||||
Net current-period other comprehensive income loss | (45,425 | ) | 1,029 | (44,396 | ) | ||||||
Balances at September 28, 2014 | $ | (43,085 | ) | $ | 547 | $ | (42,538 | ) | |||
(1)This accumulated other comprehensive component is reclassified in "Interest expense" and foreign exchange expense in "Selling, general and administrative expenses" in our consolidated statements of operations. See Note 14, "Derivative Financial Instruments", for more information. | |||||||||||
(2) This accumulated other comprehensive component is reclassified in "Interest expense" in our consolidated statements of operations. See Note 14, "Derivative Financial Instruments", for more information. | |||||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 28, 2014 | |
Fair Value Measurements | ' |
Fair Value Measurements | ' |
16. Fair Value Measurements | |
Derivative Instruments. For additional information about our derivative financial instruments (see Note 2, "Basis of Presentation and Preparation" and Note 14, "Derivative Financial Instruments" for more information). | |
Contingent Consideration. We measure our contingent earn-out liabilities at fair value on a recurring basis (see Note 2, "Basis of Presentation and Preparation" and Note 5, "Mergers and Acquisitions" for further information). | |
Debt. 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"). The carrying value of our long-term debt approximated fair value at September 28, 2014 and September 29, 2013. For fiscal 2014, we had a net borrowing of $202.4 million under our amended credit agreement to fund our business acquisitions, working capital needs and contingent earn-outs (see Note 9, "Long-Term Debt" for more information). | |
Joint_Ventures
Joint Ventures | 12 Months Ended |
Sep. 28, 2014 | |
Joint Ventures | ' |
Joint Ventures | ' |
17. Joint Ventures | |
Consolidated Joint Ventures | |
The aggregate revenue of the consolidated joint ventures was $12.3 million, $15.6 million and $19.3 million for fiscal 2014, 2013 and 2012, respectively. The assets and liabilities of these consolidated joint ventures were immaterial at fiscal 2014, 2013 and 2012 year-ends. 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 September 28, 2014 and September 29, 2013 were $1.4 million and $1.2 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 consolidated statements of operations. For fiscal 2014, 2013 and 2012, we reported $2.8 million, $3.5 million and $2.9 million of equity in earnings of unconsolidated joint ventures, respectively. Our maximum exposure to loss as a result of our investments in unconsolidated variable interest entities is typically limited to the aggregate of the carrying value of the investment. Future funding commitments for the unconsolidated joint ventures are immaterial. The unconsolidated joint ventures are, individually and in aggregate, immaterial to our consolidated financial statements. | |
The aggregate carrying values of the assets and liabilities of the unconsolidated joint ventures were $20.1 million and $18.0 million, respectively, at September 28, 2014, and $24.0 million and $21.8 million, respectively, at September 29, 2013. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 28, 2014 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
18. 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. | |
We acquired BPR Inc. ("BPR"), a Quebec-based engineering firm on October 4, 2010. Subsequently, we have been informed of the following with respect to pre-acquisition activities at BPR: | |
On April 17, 2012, authorities in the province of Quebec, Canada charged two employees of BPR Triax, a subsidiary of BPR, and BPR Triax, under the Canadian Criminal Code with allegations of corruption. Discovery procedures associated with the charges are currently ongoing, and the legal process is expected to continue into 2016. We have conducted an internal investigation concerning this matter and, based on the results of our investigation, we believe these allegations are limited to activities at BPR Triax prior to our acquisition of BPR. | |
During late March 2013, the then-president of BPR gave testimony to the Charbonneau Commission, which is investigating possible corruption in the engineering industry in Quebec. He stated that, during 2007 and 2008, he and other former BPR shareholders paid personal funds to a political party official in exchange for the award of five government contracts. Further, prior to the testimony, we were not aware of the misconduct. We have accepted the resignation of BPR's former president, and are evaluating the impact of these pre-acquisition actions on our business and results of operations. | |
During March 2013, following the resignation of BPR's former president, we learned that criminal charges had been filed against BPR and its former president in France. The charges relate to allegations that, in 2009, a BPR subsidiary had hired an employee of another firm to be CEO of that BPR subsidiary as a part of a corrupt scheme that allegedly damaged, among others, the employee's former employer. On June 12, 2014, the Court dismissed all charges against all defendants. The Public Prosecutor did not file an appeal, and the Court's decision is therefore final. | |
On April 19, 2013, a class action proceeding was filed in Montreal in which BPR, BPR's former president, and other Quebec-based engineering firms and individuals are named as defendants. The plaintiff class includes all individuals and entities that have paid real estate or municipal taxes to the city of Montreal. The allegations include participation in collusion to share contracts awarded by the City of Montreal, conspiracy to reduce competition and fix prices, payment of bribes to officials, making illegal political contributions, and bid rigging. A class certification hearing was held in March 2014, and on May 7, 2014, the court dismissed the action. On June 5, 2014, the plaintiff filed an appeal, and the defendants then filed a motion to dismiss. On November 3, 2014, the court dismissed the plaintiff's appeal. | |
The financial impact to us of the matters discussed above is unknown at this time. | |
Reportable_Segments
Reportable Segments | 12 Months Ended | |||||||||||||||||||
Sep. 28, 2014 | ||||||||||||||||||||
Reportable Segments | ' | |||||||||||||||||||
Reportable Segments | ' | |||||||||||||||||||
19. Reportable Segments | ||||||||||||||||||||
Our reportable segments for fiscal 2014 were as follows: | ||||||||||||||||||||
Engineering and Consulting Services. ECS provides front-end science, consulting engineering and project management services in the areas of water management, water infrastructure, solid waste management, mining, geotechnical sciences, arctic engineering, industrial processes and oil sands, transportation, and information technology. | ||||||||||||||||||||
Technical Support Services. TSS provides management consulting and engineering services and strategic direction in the areas of environmental assessments/hazardous waste management, climate change, international development, energy, oil and gas, technical government consulting, and building and facilities. | ||||||||||||||||||||
Remediation and Construction Management. RCM provides full-service support, including construction and construction management, to all of our client sectors, including the U.S. federal government in the United States and internationally, and commercial clients worldwide, in the areas of environmental remediation, infrastructure development, solid waste management, energy, and oil and gas. | ||||||||||||||||||||
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 concerning our reportable segments: | ||||||||||||||||||||
Reportable Segments | ||||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Revenue | ||||||||||||||||||||
ECS | $ | 963,024 | $ | 1,035,983 | $ | 1,155,256 | ||||||||||||||
TSS | 912,749 | 932,375 | 1,020,779 | |||||||||||||||||
RCM | 703,253 | 725,689 | 621,957 | |||||||||||||||||
Elimination of inter-segment revenue | (95,212 | ) | (80,292 | ) | (86,917 | ) | ||||||||||||||
Total revenue | $ | 2,483,814 | $ | 2,613,755 | $ | 2,711,075 | ||||||||||||||
Operating Income | ||||||||||||||||||||
ECS | $ | 76,015 | $ | 44,598 | $ | 96,220 | ||||||||||||||
TSS | 91,859 | 71,842 | 71,767 | |||||||||||||||||
RCM | (34,310 | ) | (6,706 | ) | 22,374 | |||||||||||||||
Corporate (1) | 20,269 | (89,516 | ) | (23,994 | ) | |||||||||||||||
Total operating income | $ | 153,833 | $ | 20,218 | $ | 166,367 | ||||||||||||||
Depreciation | ||||||||||||||||||||
ECS | $ | 7,704 | $ | 10,494 | $ | 10,126 | ||||||||||||||
TSS | 2,303 | 2,839 | 3,227 | |||||||||||||||||
RCM | 13,342 | 13,160 | 10,233 | |||||||||||||||||
Corporate | 3,103 | 3,055 | 3,065 | |||||||||||||||||
Total depreciation | $ | 26,452 | $ | 29,548 | $ | 26,651 | ||||||||||||||
-1 | Includes goodwill impairment charge, amortization of intangibles, other costs and other income not allocable to segments. The goodwill impairment charge of $56.6 million for fiscal 2013 was recorded at Corporate. The intangible asset amortization expense for fiscal 2014, 2013 and 2012 was $27.3 million, $32.4 million and $29.6 million, respectively. Corporate results also included income for fair value adjustments to contingent consideration liabilities of $58.7 million, $9.6 million and $19.2 million for 2014, 2013 and 2012, respectively. | |||||||||||||||||||
September 28, | September 29, | |||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Total Assets | ||||||||||||||||||||
ECS | $ | 920,890 | $ | 912,996 | ||||||||||||||||
TSS | 741,011 | 673,864 | ||||||||||||||||||
RCM | 408,238 | 435,053 | ||||||||||||||||||
Corporate (1) | (293,735 | ) | (222,821 | ) | ||||||||||||||||
Total assets | $ | 1,776,404 | $ | 1,799,092 | ||||||||||||||||
-1 | Corporate assets consist of intercompany eliminations and assets not allocated to segments including goodwill, intangible assets, deferred income taxes and certain other assets. | |||||||||||||||||||
Geographic Information | ||||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, 2014 | September 29, 2013 | September 30, 2012 | ||||||||||||||||||
Revenue | Long-Lived | Revenue | Long-Lived | Revenue | Long-Lived | |||||||||||||||
Assets (2) | Assets (2) | Assets (2) | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
United States | $ | 1,840,129 | $ | 95,425 | $ | 1,915,780 | $ | 110,313 | $ | 2,046,700 | $ | 100,958 | ||||||||
Foreign countries (1) | 643,685 | 68,187 | 697,975 | 90,435 | 664,375 | 70,010 | ||||||||||||||
-1 | Includes revenue generated from our foreign operations, primarily in Canada, and revenue generated from non-U.S. clients. Long-lived assets consist primarily of amounts from our Canadian operations. | |||||||||||||||||||
-2 | Excludes goodwill and intangible assets. | |||||||||||||||||||
Major Clients | ||||||||||||||||||||
Other than the U.S. federal government, we had no single client that accounted for more than 10% of our revenue. All of our segments generated revenue from all client sectors. | ||||||||||||||||||||
The following table presents our revenue by client sector: | ||||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Client Sector | ||||||||||||||||||||
International (1) | $ | 643,685 | $ | 697,975 | $ | 664,375 | ||||||||||||||
U.S commercial | 719,006 | 693,677 | 718,457 | |||||||||||||||||
U.S. federal government (2) | 766,514 | 829,790 | 1,008,424 | |||||||||||||||||
U.S. state and local government | 354,609 | 392,313 | 319,819 | |||||||||||||||||
Total | $ | 2,483,814 | $ | 2,613,755 | $ | 2,711,075 | ||||||||||||||
-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. | |||||||||||||||||||
Quarterly_Financial_Informatio
Quarterly Financial Information-Unaudited | 12 Months Ended | |||||||||||||
Sep. 28, 2014 | ||||||||||||||
Quarterly Financial Information-Unaudited | ' | |||||||||||||
Quarterly Financial Information-Unaudited | ' | |||||||||||||
20. Quarterly Financial Information – Unaudited | ||||||||||||||
In the opinion of management, the following unaudited quarterly data for fiscal years ended September 28, 2014 and September 29, 2013 reflect all adjustments necessary for a fair statement of the results of operations. | ||||||||||||||
In the fourth quarter of fiscal 2014, our RCM segment reported a loss of $35.1 million. These results included project charges of $25.6 million, primarily related to two lines of business with U.S. federal and state and local government clients that we have decided to exit or wind-down. These charges were substantially offset in our fourth quarter consolidated operating income by net gains from updated valuations of our contingent earn-out liabilities totaling $23.8 million. | ||||||||||||||
In the third quarter of fiscal 2013, we reported operating losses of $99.9 million, which included a non-cash goodwill impairment charge of $56.6 million. Additionally, we incurred project charges, including claims related to adverse developments on three programs in the RCM segment with U.S. federal and state and local government clients. We also recorded a project-related charge on a commercial development project in the TSS segment due to a change in client ownership and the related modification of plans for completion of the project. Collectively, project charges on these four programs reduced operating income by $35.5 million. Further, the weaker results in our Eastern Canada and mining operations, and the resulting charges to right-size these businesses, caused a reduction of $28.2 million in operating income. | ||||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(in thousands, except per share data) | ||||||||||||||
Fiscal Year 2014 | ||||||||||||||
Revenue | $ | 645,848 | $ | 586,285 | $ | 629,502 | $ | 622,179 | ||||||
Operating income | 43,718 | 46,186 | 39,167 | 24,763 | ||||||||||
Net income attributable to Tetra Tech | 27,315 | 31,709 | 26,657 | 22,586 | ||||||||||
Earnings per share attributable to Tetra Tech (1): | ||||||||||||||
Basic | $ | 0.43 | $ | 0.49 | $ | 0.41 | $ | 0.36 | ||||||
Diluted | $ | 0.42 | $ | 0.48 | $ | 0.41 | $ | 0.35 | ||||||
Weighted-average common shares outstanding: | ||||||||||||||
Basic | 64,227 | 64,835 | 64,566 | 63,602 | ||||||||||
Diluted | 65,048 | 65,710 | 65,302 | 64,235 | ||||||||||
Fiscal Year 2013 | ||||||||||||||
Revenue | $ | 658,545 | $ | 641,999 | $ | 614,835 | $ | 698,376 | ||||||
Operating income | 41,809 | 37,667 | (99,884 | ) | 40,626 | |||||||||
Net income attributable to Tetra Tech | 26,224 | 24,820 | (78,385 | ) | 25,200 | |||||||||
Net income (loss) attributable to Tetra Tech per share (1): | ||||||||||||||
Basic | $ | 0.41 | $ | 0.38 | $ | (1.21 | ) | $ | 0.39 | |||||
Diluted | $ | 0.41 | $ | 0.38 | $ | (1.21 | ) | $ | 0.39 | |||||
Weighted-average common shares outstanding: | ||||||||||||||
Basic | 63,864 | 64,551 | 64,832 | 64,272 | ||||||||||
Diluted | 64,608 | 65,472 | 64,832 | 64,853 | ||||||||||
-1 | The sum of the quarterly EPS may not add up to the full-year EPS due to rounding. | |||||||||||||
SCHEDULE_IIVALUATION_AND_QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | 12 Months Ended | ||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | ' | ||||||||||||||||
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | ' | ||||||||||||||||
TETRA TECH, INC. | |||||||||||||||||
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | |||||||||||||||||
For the Fiscal Years Ended | |||||||||||||||||
September 30, 2012, September 29, 2013 and September 28, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
Balance at | Additions | Deductions (1) | Other (2) | Balance at | |||||||||||||
Beginning of | (Charged to | End of Period | |||||||||||||||
Period | Costs, Expenses | ||||||||||||||||
and Revenue) | |||||||||||||||||
Allowance for doubtful accounts: | |||||||||||||||||
Fiscal 2012 | 32,244 | 4,768 | (2,356 | 896 | 35,552 | ||||||||||||
$ | $ | $ | ) | $ | $ | ||||||||||||
Fiscal 2013 | 35,552 | 13,818 | (4,452 | (295 | 44,623 | ||||||||||||
) | ) | ||||||||||||||||
Fiscal 2014 | 44,623 | 1,467 | (4,855 | (1,455 | 39,780 | ||||||||||||
) | ) | ||||||||||||||||
Income tax valuation allowance: | |||||||||||||||||
Fiscal 2012 | 2,512 | 2,512 | |||||||||||||||
$ | – | $ | $ | – | $ | – | $ | ||||||||||
Fiscal 2013 | 2,512 | 4,947 | 7,459 | ||||||||||||||
– | – | ||||||||||||||||
Fiscal 2014 | 7,459 | 396 | (279 | 7,576 | |||||||||||||
– | ) | ||||||||||||||||
-1 | Primarily represents uncollectible accounts written off, net of recoveries. | ||||||||||||||||
-2 | Includes allowances from new business acquisitions, loss in foreign jurisdictions, rerate and currency adjustments, and represents valuation allowance adjustments related to net operating loss carry-forwards. | ||||||||||||||||
Basis_of_Presentation_and_Prep1
Basis of Presentation and Preparation (Policies) | 12 Months Ended |
Sep. 28, 2014 | |
Basis of Presentation and Preparation | ' |
Principles of Consolidation and Presentation | ' |
Principles of Consolidation and Presentation. The consolidated financial statements include our accounts and those of joint ventures of which we are the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Fiscal Year | ' |
Fiscal Year. We report results of operations based on 52 or 53-week periods ending on the Sunday nearest September 30. Fiscal years 2014, 2013 and 2012 each contained 52 weeks. | |
Use of Estimates | ' |
Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the amounts reported in our consolidated financial statements and accompanying notes. Although such estimates and assumptions are based on management's best knowledge of current events and actions we may take in the future, actual results could differ materially from those estimates. | |
Revenue Recognition and Contract Costs | ' |
Revenue Recognition and Contract Costs. We recognize revenue for most of our contracts using the percentage-of-completion method, primarily based on contract costs incurred to date compared to total estimated contract costs. We generally utilize the cost-to-cost approach to estimate the progress towards completion in order to determine the amount of revenue and profit to recognize. Revenue and cost estimates for each significant contract are reviewed and reassessed quarterly. 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. Changes in revenue and cost estimates could also result in a projected loss that would be recorded immediately in earnings. For fiscal years 2014, 2013 and 2012, we recognized net favorable (unfavorable) operating income adjustments of ($35.9) million, ($40.1) million and $0.5 million, respectively, due to changes in estimates. As of September 28, 2014 and September 29, 2013, we recorded a liability for anticipated losses of $18.6 million and $13.3 million, respectively. The estimated cost to complete the related contracts as of September 28, 2014 was $103 million. | |
Certain of our contracts are service-related contracts, such as providing operations and maintenance services or a variety of technical assistance services. Our service contracts are accounted for using the proportional performance method under which revenue is recognized in proportion to the number of service activities performed, in proportion to the direct costs of performing the service activities, or evenly across the period of performance depending upon the nature of the services provided. | |
We recognize revenue for work performed under three major types of contracts: fixed-price, time-and-materials and cost-plus. | |
Fixed-Price. We enter into two major types of fixed-price contracts: firm fixed-price ("FFP") and fixed-price per unit ("FPPU"). Under FFP contracts, our clients pay us an agreed fixed-amount negotiated in advance for a specified scope of work. We generally recognize revenue on FFP contracts using the percentage-of-completion method. If the nature or circumstances of the contract prevent us from preparing a reliable estimate at completion, we will delay profit recognition until adequate information about the contract's progress becomes available. Under our FPPU contracts, clients pay us a set fee for each service or production transaction that we complete. Accordingly, we recognize revenue under FPPU contracts as we complete the related service or production transactions, generally using the proportional performance method. | |
Time-and-Materials. Under time-and-materials contracts, we negotiate hourly billing rates and charge our clients based on the actual time that we spend on a project. In addition, clients reimburse us for our actual out-of-pocket costs for materials and other direct incidental expenditures that we incur in connection with our performance under the contract. The majority of our time-and-material contracts are subject to maximum contract values and, accordingly, revenue under these contracts is generally recognized under the percentage-of-completion method. However, time and materials contracts that are service-related contracts are accounted for utilizing the proportional performance method. Revenue on contracts that are not subject to maximum contract values is recognized based on the actual number of hours we spend on the projects plus any actual out-of-pocket costs of materials and other direct incidental expenditures that we incur on the projects. Our time-and-materials contracts also generally include annual billing rate adjustment provisions. | |
Cost-Plus. Under cost-plus contracts, we are reimbursed for allowable or otherwise defined costs incurred plus a negotiated fee. The contracts may also include incentives for various performance criteria, including quality, timeliness, ingenuity, safety and cost-effectiveness. In addition, our costs are generally subject to review by our clients and regulatory audit agencies, and such reviews could result in costs being disputed as non-reimbursable under the terms of the contract. Revenue for cost-plus contracts is recognized at the time services are performed based upon the amounts we expect to realize primarily using the percentage-of-completion method. Revenue is not recognized for non-recoverable costs. Performance incentives are included in our estimates of revenue when their realization is reasonably assured. | |
If estimated total costs on any contract indicate a loss, we recognize the entire estimated loss in the period the loss becomes known. The cumulative effect of revisions to revenue, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, liquidated damages, anticipated losses, and other revisions are recorded in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects may be material depending on the size of the project or the adjustment. | |
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 are "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 progress without obtaining client agreement. Revenue related to change orders is recognized as costs are incurred. Change orders that are unapproved as to both price and scope are evaluated as claims. | |
Claims are amounts 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, change orders in dispute or unapproved as to both scope and price, or other causes of unanticipated additional costs. Revenue on claims is recognized only to the extent that contract costs related to the claims have been incurred and when it is probable that the claim will result in a bona fide addition to contract value that can be reliably estimated. No profit is recognized on a claim until final settlement occurs. This can lead to a situation in which costs are recognized in one period and revenue is recognized in a subsequent period when a client agreement is obtained or a claims resolution occurs. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents. Cash and cash equivalents include all highly liquid investments with maturities of 90 days or less at the date of purchase. Restricted cash of $4.5 million was included in "Prepaid expenses and other current assets" on both consolidated balance sheets at fiscal 2014 and 2013 year-ends. For cash held by our consolidated joint ventures, see Note 17, "Joint Ventures." | |
Insurance Matters, Litigation and Contingencies | ' |
Insurance Matters, Litigation and Contingencies. In the normal course of business, we are subject to certain contractual guarantees and litigation. In addition, we maintain insurance coverage for various aspects of our business and operations. We record in our consolidated balance sheets amounts representing our estimated liability for these legal and insurance obligations. We include any adjustments to these liabilities in our consolidated results of operations. | |
Accounts Receivable - Net | ' |
Accounts Receivable – Net. Net accounts receivable is primarily comprised of billed and unbilled accounts receivable, contract retentions and allowances for doubtful accounts. 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 September 28, 2014 are expected to be billed and collected within 12 months. Unbilled accounts receivable also include 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. Contract retentions represent amounts withheld by clients until certain conditions are met or the project is completed, which may be several months or years. Allowances for doubtful accounts represent the 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 amounts of cash collected from clients and billings to clients on contracts in advance of work performed and revenue recognized. The majority of these amounts will be earned within 12 months. | |
Property and Equipment | ' |
Property and Equipment. Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from our consolidated balance sheets and any resulting gain or loss is reflected in our consolidated statements of operations. Expenditures for maintenance and repairs are expensed as incurred. Generally, estimated useful lives range from three to ten years for equipment, furniture and fixtures. Buildings are depreciated over periods not exceeding 40 years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the length of the lease. | |
Long-Lived Assets | ' |
Long-Lived Assets. Our policy regarding long-lived assets is to evaluate the recoverability of our assets when the facts and circumstances suggest that the assets may be impaired. This assessment is performed based on the estimated undiscounted cash flows compared to the carrying value of the assets. If the future cash flows (undiscounted and without interest charges) are less than the carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. | |
We recognize a liability for contract termination costs associated with an exit activity for costs that will continue to be incurred under a lease for its remaining term without economic benefit to us, initially measured at its fair value at the cease-use date. The fair value is determined based on the remaining lease rentals, adjusted for the effects of any prepaid or deferred items recognized under the lease, and reduced by estimated sublease rentals. | |
Business Combinations | ' |
Business Combinations. The cost of an acquired company is assigned to the tangible and intangible assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. The determination of fair values of assets and liabilities acquired requires us to make estimates and use valuation techniques when a market value is not readily available. Any excess of purchase price over the fair value of net tangible and intangible assets acquired is allocated to goodwill. Goodwill typically represents the value paid for the assembled workforce and enhancement of our service offerings. Transaction costs associated with business combinations are expensed as they are incurred. | |
Goodwill and Intangible Assets | ' |
Goodwill and Intangible Assets. Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business acquisition. Following an acquisition, we perform an analysis to value the acquired company's tangible and identifiable intangible assets and liabilities. With respect to identifiable intangible assets, we consider backlog, non-compete agreements, client relations, trade names, patents and other assets. We amortize our intangible assets based on the period over which the contractual or economic benefits of the intangible assets are expected to be realized. We assess the recoverability of the unamortized balance of our intangible assets when indicators of impairment are present based on expected future profitability and undiscounted expected cash flows and their contribution to our overall operations. Should the review indicate that the carrying value is not fully recoverable, the excess of the carrying value over the fair value of the intangible assets would be recognized as an impairment loss. | |
We test our goodwill for impairment on an annual basis, and more frequently when an event occurs or circumstances indicate that the carrying value of the asset may not be recoverable. We believe the methodology that we use to review impairment of goodwill, which includes a significant amount of judgment and estimates, provides us with a reasonable basis to determine whether impairment has occurred. However, many of the factors employed in determining whether our goodwill is impaired are outside of our control and it is reasonably likely that assumptions and estimates will change in future periods. These changes could result in future impairments. | |
We perform our annual goodwill impairment review at the beginning of our fiscal fourth quarter. Our last annual review at June 30, 2014 (i.e., the first day of our fiscal fourth quarter), indicated that we had no impairment of goodwill, and all of our reporting units had estimated fair values that were in excess of their carrying values, including goodwill. 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 increased 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 (See Note 6, "Goodwill and Intangible Assets" for further discussion). We assess goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. Our operating segments are the same as our reportable segments and our reporting units for goodwill impairment testing are the components one level below our reportable segments. These components constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. We aggregate components within an operating segment that have similar economic characteristics. | |
The impairment test for goodwill is a two-step process involving the comparison of the estimated fair value of each reporting unit to the reporting unit's carrying value, including goodwill. We estimate the fair value of reporting units based on a comparison and weighting of the income approach, specifically the discounted cash flow method and the market approach, which estimates the fair value our reporting units based upon comparable market prices and recent transactions and also validates the reasonableness of the multiples from the income approach. If the fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired; therefore, the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure the amount of impairment loss to be recorded. If our goodwill is impaired, we are required to record a non-cash charge that could have a material adverse effect on our consolidated financial statements. | |
Contingent Consideration | ' |
Contingent Consideration. Most of our acquisition agreements include contingent earn-out arrangements, which are generally based on the achievement of future operating income thresholds. The contingent earn-out arrangements are based upon our valuations of the acquired companies and reduce the risk of overpaying for acquisitions if the projected financial results are not achieved. These contingent earn-out payments are reflected as cash flows used in investing activities on the consolidated statements of cash flows in the period paid. | |
The fair values of these 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. 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 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 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. | |
Assets Held for Sale | ' |
Assets Held for Sale. Assets that meet the held for sale classification criteria are valued at the lower of their carrying amount or estimated fair value less cost to sell. If the carrying amount of the asset exceeds its estimated fair value less cost to sell, an impairment loss is recognized. Depreciation, depletion and amortization expense is not recorded on assets once they are classified as held for sale. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments. We determine the fair values of our financial instruments, including short-term investments, debt instruments and derivative instruments based on inputs or assumptions that market participants would use in pricing an asset or a liability. We categorize our instruments using a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. | |
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair values based on their short-term nature. The carrying amounts of our revolving credit facility approximates fair value because the interest rates are based upon variable reference rates (see Note 9, "Long-Term Debt" and Note 14, "Derivative Financial Instruments" for additional disclosure). Certain other assets and liabilities, such as contingent earn-out liabilities, assets held for sale and amounts related to cash-flow hedges, are required to be carried in our consolidated financial statements at fair value. | |
Our fair value measurement methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Although we believe our valuation methods are appropriate and consistent with those used by other market participants, the use of different methodologies or assumptions to determine fair value could result in a different fair value measurement at the reporting date. | |
Derivative Financial Instruments | ' |
Derivative Financial Instruments. We account for our derivative instruments as either assets or liabilities and carry them at fair value. For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income in stockholders' equity and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in current income. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. | |
The net gain or loss on the effective portion of a derivative instrument that is designated as an economic hedge of the foreign currency translation exposure generated by the re-measurement of certain assets and liabilities denominated in a non-functional currency in a foreign operation is reported in the same manner as a foreign currency translation adjustment. Accordingly, any gains or losses related to these derivative instruments are recognized in current income. Derivatives that do not qualify as hedges are adjusted to fair value through current income. | |
Deferred Compensation | ' |
Deferred Compensation. We maintain a non-qualified defined contribution supplemental retirement plan for certain key employees that is accounted for in accordance with applicable authoritative guidance on accounting for deferred compensation arrangements where amounts earned are held in a rabbi trust and invested. Employee deferrals and our match are deposited into a rabbi trust, and the funds are generally invested in individual variable life insurance contracts that we own and are specifically designed to informally fund savings plans of this nature. Our consolidated balance sheets reflect our investment in variable life insurance contracts in "Other long-term assets." Our obligation to participating employees is reflected in "Other long-term liabilities." All income and expenses related to the rabbi trust are reflected in our consolidated statements of operations. | |
Income Taxes | ' |
Income Taxes. We file a consolidated U.S. federal income tax return and a combined California franchise tax return. In addition, we file other returns that are required in the states, foreign jurisdictions and other jurisdictions in which we do business. We account for certain income and expense items differently for financial reporting and income tax purposes. Deferred tax assets and liabilities are computed for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to reverse. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections and potential tax planning strategies. Based on our assessment, we have concluded that a portion of the deferred tax assets at September 28, 2014 will not be realized. | |
According to the authoritative guidance on accounting for uncertainty in income taxes, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. This guidance also addresses de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk. Financial instruments that subject us to credit risk consist primarily of cash and cash equivalents and net accounts receivable. In the event that we have surplus cash, we place our temporary cash investments with lower risk financial institutions and, by policy, limit the amount of investment exposure to any one financial institution. Approximately 21% of accounts receivable were due from various agencies of the U.S. federal government at fiscal 2014 year-end. The remaining accounts receivable are generally diversified due to the large number of organizations comprising our client base and their geographic dispersion. We perform ongoing credit evaluations of our clients and maintain an allowance for potential credit losses. Approximately 45%, 29% and 26% of our fiscal 2014 revenue was generated from our U.S government, U.S. commercial and international clients, respectively (see Note 19, "Reportable Segments" for more information). | |
Foreign Currency Translation | ' |
Foreign Currency Translation. We determine the functional currency of our foreign operating units based upon the primary currency in which they operate. These operating units maintain their accounting records in their local currency, primarily CAD. Where the functional currency is not the U.S. dollar, translation of assets and liabilities to U.S. dollars is based on exchange rates at the balance sheet date. Translation of revenue and expenses to U.S. dollars is based on the average rate during the period. Translation gains or losses are reported as a component of other comprehensive income (loss). Gains or losses from foreign currency transactions are included in results of operations, with the exception of intercompany foreign transactions that are considered long-term investments, which are recorded in "Accumulated other comprehensive income" on the consolidated balance sheets. | |
Accounts_Receivable_Net_Tables
Accounts Receivable - Net (Tables) | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Accounts Receivable - Net | ' | |||||||
Net accounts receivable and billings in excess of costs on uncompleted contracts | ' | |||||||
Fiscal Year Ended | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Billed | $ | 351,693 | $ | 375,149 | ||||
Unbilled | 363,050 | 306,969 | ||||||
Contract retentions | 26,929 | 23,353 | ||||||
Total accounts receivable – gross | 741,672 | 705,471 | ||||||
Allowance for doubtful accounts | (39,780 | (44,624 | ||||||
) | ) | |||||||
Total accounts receivable – net | $ | 701,892 | $ | 660,847 | ||||
Billings in excess of costs on uncompleted contracts | 103,343 | 79,507 | ||||||
$ | $ | |||||||
Mergers_and_Acquisitions_Table
Mergers and Acquisitions (Tables) | 12 Months Ended | ||||||||||
Sep. 28, 2014 | |||||||||||
Mergers and Acquisitions | ' | ||||||||||
Summary of changes in the carrying value of estimated contingent earn-out liabilities | ' | ||||||||||
Fiscal Year Ended | |||||||||||
September 28, | September 29, | September 30, | |||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Beginning balance (at fair value) | $ | 81,789 | $ | 51,539 | $ | 75,159 | |||||
Estimated earn-out liabilities for acquisitions during the fiscal year | 6,242 | 75,253 | 18,981 | ||||||||
Earn-out liabilities for acquisitions completed prior to fiscal 2010. | – | 250 | 9,974 | ||||||||
Increases due to re-measurement of fair value reported in interest expense | 1,846 | 2,433 | 1,374 | ||||||||
Net decreases due to re-measurement of fair value reported as gains in operating income | (58,694 | ) | (9,560 | ) | (19,246 | ) | |||||
Foreign exchange impact | (3,507 | ) | (2,480 | ) | 3,027 | ||||||
Earn-out payments: | |||||||||||
Reported as cash used in operating activities | (1,984 | ) | (695 | ) | (601 | ) | |||||
Reported as cash used in investing activities | – | (1,279 | ) | (11,773 | ) | ||||||
Reported as cash used in financing activities | (18,662 | ) | (33,672 | ) | (18,055 | ) | |||||
Settlement of receivables due from sellers | – | – | (7,301 | ) | |||||||
Ending balance (at fair value) | $ | 7,030 | $ | 81,789 | $ | 51,539 | |||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 28, 2014 | |||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
Schedule of carrying amount of reporting units including goodwill | ' | ||||||||||||||||
ECS | TSS | RCM | Total | ||||||||||||||
(in thousands) | |||||||||||||||||
Balance at September 30, 2012 | $ | 412,308 | $ | 173,867 | $ | 49,783 | $ | 635,958 | |||||||||
Goodwill additions | 14,364 | 3,594 | 145,064 | 163,022 | |||||||||||||
Foreign exchange impact | (16,464 | ) | 118 | (3,242 | ) | (19,588 | ) | ||||||||||
Goodwill impairment | (56,600 | ) | – | – | (56,600 | ) | |||||||||||
Balance at September 29, 2013 | 353,608 | 177,579 | 191,605 | 722,792 | |||||||||||||
Goodwill additions | 11,642 | 8,982 | – | 20,624 | |||||||||||||
Foreign exchange impact | (21,619 | ) | (208 | ) | (7,874 | ) | (29,701 | ) | |||||||||
Goodwill adjustments | – | 161 | 314 | 475 | |||||||||||||
Balance at September 28, 2014 | $ | 343,631 | $ | 186,514 | $ | 184,045 | $ | 714,190 | |||||||||
Summary of acquired identifiable intangible assets with finite useful lives | ' | ||||||||||||||||
Fiscal Year Ended | |||||||||||||||||
September 28, 2014 | September 29, 2013 | ||||||||||||||||
Weighted- | Gross | Accumulated | Gross | Accumulated | |||||||||||||
Average | Amount | Amortization | Amount | Amortization | |||||||||||||
Remaining | |||||||||||||||||
Life | |||||||||||||||||
(in years) | |||||||||||||||||
($ in thousands) | |||||||||||||||||
Non-compete agreements | 2.2 | $ | 1,086 | $ | (524 | ) | $ | 6,160 | $ | (5,247 | ) | ||||||
Client relations | 3.8 | 122,198 | (61,117 | ) | 128,839 | (49,189 | ) | ||||||||||
Backlog | 0.2 | 1,283 | (1,072 | ) | 68,968 | (64,675 | ) | ||||||||||
Technology and trade names | 2.2 | 2,917 | (1,676 | ) | 4,204 | (2,131 | ) | ||||||||||
Total | $ | 127,484 | $ | (64,389 | ) | $ | 208,171 | $ | (121,242 | ) | |||||||
Estimated amortization expense for the succeeding five years and beyond | ' | ||||||||||||||||
Amount | |||||||||||||||||
(in thousands) | |||||||||||||||||
2015 | $ | 20,587 | |||||||||||||||
2016 | 16,803 | ||||||||||||||||
2017 | 14,560 | ||||||||||||||||
2018 | 6,222 | ||||||||||||||||
2019 | 2,916 | ||||||||||||||||
Beyond | 2,007 | ||||||||||||||||
Total | $ | 63,095 | |||||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Property and Equipment | ' | |||||||
Schedule of components of property and equipment | ' | |||||||
Fiscal Year Ended | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Land and buildings | $ | 4,029 | $ | 5,565 | ||||
Equipment, furniture and fixtures | 204,298 | 210,172 | ||||||
Leasehold improvements | 24,478 | 26,429 | ||||||
Total property and equipment | 232,805 | 242,166 | ||||||
Accumulated depreciation | (158,941 | ) | (154,140 | ) | ||||
Property and equipment, net | $ | 73,864 | $ | 88,026 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||||||||||
Sep. 28, 2014 | ||||||||||||||||||||
Income Taxes | ' | |||||||||||||||||||
Schedule of income before income taxes, by geographical area | ' | |||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Income (loss) before income taxes: | ||||||||||||||||||||
United States | $ | 118,900 | $ | 60,547 | $ | 141,035 | ||||||||||||||
Foreign | 25,443 | (48,015 | ) | 19,761 | ||||||||||||||||
Total income before income taxes | $ | 144,343 | $ | 12,532 | $ | 160,796 | ||||||||||||||
Schedule of components of income tax expense | ' | |||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Current: | ||||||||||||||||||||
Federal | $ | 26,503 | $ | 11,155 | $ | 46,058 | ||||||||||||||
State | 7,551 | 2,705 | 6,949 | |||||||||||||||||
Foreign | 1,759 | 11,646 | 8,569 | |||||||||||||||||
Total current income tax expense | 35,813 | 25,506 | 61,576 | |||||||||||||||||
Deferred: | ||||||||||||||||||||
Federal | 5,957 | (2,965 | ) | (200 | ) | |||||||||||||||
State | 434 | (637 | ) | (622 | ) | |||||||||||||||
Foreign | (6,536 | ) | (7,866 | ) | (4,690 | ) | ||||||||||||||
Total deferred income tax expense (benefit) | (145 | ) | (11,468 | ) | (5,512 | ) | ||||||||||||||
35,668 | 14,038 | 56,064 | ||||||||||||||||||
Total income tax expense | $ | $ | $ | |||||||||||||||||
Schedule of reconciliation of income tax expense and effective income tax rates | ' | |||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, 2014 | September 29, 2013 | September 30, 2012 | ||||||||||||||||||
($ in thousands) | ||||||||||||||||||||
Tax at federal statutory rate | $ | 50,521 | 35 | % | $ | 4,386 | 35 | % | $ | 56,278 | 35 | % | ||||||||
State taxes, net of federal benefit | 4,956 | 3.4 | 1,316 | 10.5 | 4,932 | 3.1 | ||||||||||||||
R&E credits | (867 | ) | (0.6 | ) | (6,622 | ) | (52.8 | ) | (360 | ) | (0.2 | ) | ||||||||
Domestic production deduction | (1,048 | ) | (0.7 | ) | (828 | ) | (6.6 | ) | (774 | ) | (0.5 | ) | ||||||||
Tax differential on foreign earnings | (7,956 | ) | (5.5 | ) | (4,263 | ) | (34.0 | ) | (4,444 | ) | (2.8 | ) | ||||||||
Corrections of prior-year errors | – | – | 3,255 | 26 | – | – | ||||||||||||||
Goodwill and contingent consideration | (11,808 | ) | (8.2 | ) | 11,288 | 90 | (1,552 | ) | (1.0 | ) | ||||||||||
Stock compensation | 298 | 0.2 | 443 | 3.5 | 80 | 0.1 | ||||||||||||||
Valuation allowance | 396 | 0.3 | 4,947 | 39.5 | 2,512 | 1.6 | ||||||||||||||
Other | 1,176 | 0.8 | 116 | 0.9 | (608 | ) | (0.4 | ) | ||||||||||||
Total income tax expense | $ | 35,668 | 24.7 | % | $ | 14,038 | 112 | % | $ | 56,064 | 34.9 | % | ||||||||
Schedule of temporary differences comprising the net deferred income tax liability | ' | |||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | |||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Deferred Tax Asset: | ||||||||||||||||||||
State taxes | $ | 2,635 | $ | 452 | ||||||||||||||||
Reserves and contingent liabilities | 8,860 | 5,883 | ||||||||||||||||||
Allowance for doubtful accounts | 6,084 | 7,345 | ||||||||||||||||||
Accrued liabilities | 12,212 | 14,425 | ||||||||||||||||||
Stock-based compensation | 10,273 | 10,778 | ||||||||||||||||||
Loss carry-forwards | 10,815 | 9,563 | ||||||||||||||||||
Valuation allowance on loss carry-forwards | (7,576 | ) | (7,459 | ) | ||||||||||||||||
Total deferred tax asset | 43,303 | 40,987 | ||||||||||||||||||
Deferred Tax Liability: | ||||||||||||||||||||
Unbilled revenue | (49,150 | ) | (47,281 | ) | ||||||||||||||||
Prepaid expense | (5,834 | ) | (7,522 | ) | ||||||||||||||||
Intangibles | (29,257 | ) | (24,933 | ) | ||||||||||||||||
Property and equipment | (8,235 | ) | (9,946 | ) | ||||||||||||||||
Total deferred tax liability | (92,476 | ) | (89,682 | ) | ||||||||||||||||
Net deferred tax liability | $ | (49,173 | ) | $ | (48,695 | ) | ||||||||||||||
Reconciliation of the beginning and ending amounts of unrecognized tax benefits | ' | |||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Beginning balance | $ | 25,886 | $ | 24,092 | $ | 25,940 | ||||||||||||||
Additions for current year tax positions | 1,243 | 2,661 | 6,273 | |||||||||||||||||
Additions for prior year tax positions | 1,416 | 4,951 | 19 | |||||||||||||||||
Reductions for prior year tax positions | – | (5,818 | ) | (8,072 | ) | |||||||||||||||
Settlements | (6,828 | ) | – | (68 | ) | |||||||||||||||
Ending balance | $ | 21,717 | $ | 25,886 | $ | 24,092 | ||||||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Sep. 28, 2014 | ||||||||
Long-Term Debt | ' | |||||||
Schedule of long-term debt | ' | |||||||
Fiscal Year Ended | ||||||||
September 28, | September 29, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Credit facilities | $ | 202,438 | $ | 205,000 | ||||
Other | 1,393 | 2,749 | ||||||
Total long-term debt | 203,831 | 207,749 | ||||||
(10,989 | (4,311 | |||||||
Less: Current portion of long-term debt | ) | ) | ||||||
192,842 | 203,438 | |||||||
Long-term debt, less current portion | $ | $ | ||||||
Schedule of maturities of long-term debt | ' | |||||||
Amount | ||||||||
(in thousands) | ||||||||
2015 | $ | 10,979 | ||||||
2016 | 15,907 | |||||||
2017 | 15,441 | |||||||
2018 | 161,491 | |||||||
2019 | 13 | |||||||
Total | $ | 203,831 | ||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | |||||||||||||
Sep. 28, 2014 | ||||||||||||||
Leases | ' | |||||||||||||
Schedule of amounts payable under non-cancelable operating and capital lease commitments | ' | |||||||||||||
Operating | Capital | |||||||||||||
(in thousands) | ||||||||||||||
2015 | $ | 65,412 | $ | 781 | ||||||||||
2016 | 50,275 | 552 | ||||||||||||
2017 | 33,908 | 70 | ||||||||||||
2018 | 23,238 | 55 | ||||||||||||
2019 | 15,905 | 13 | ||||||||||||
Beyond | 22,377 | – | ||||||||||||
Total | $ | 211,115 | 1,471 | |||||||||||
Less: Amounts representing interest | 81 | |||||||||||||
Net present value | $ | 1,390 | ||||||||||||
Schedule of reconciliation of the beginning and ending balances of liabilities related to lease contract termination costs | ' | |||||||||||||
RCM | ECS | TSS | Total | |||||||||||
(in thousands) | ||||||||||||||
Balance at September 30, 2012 | $ | – | $ | – | $ | 2,940 | $ | 2,940 | ||||||
Costs incurred and charged to expense | – | 3,744 | 1,055 | 4,799 | ||||||||||
Adjustments (1) | – | (34 | ) | (1,432 | ) | (1,466 | ) | |||||||
Balance at September 29, 2013 | $ | – | $ | 3,710 | $ | 2,563 | $ | 6,273 | ||||||
Cost incurred and charged to expense | 1,391 | 443 | 624 | 2,458 | ||||||||||
Adjustments (1) | – | (1,373 | ) | (989 | ) | (2,362 | ) | |||||||
Balance as September 28, 2014 | $ | 1,391 | $ | 2,780 | $ | 2,198 | $ | 6,369 | ||||||
(1) Adjustments of the actual timing and potential termination costs or realization of sublease income. | ||||||||||||||
Stockholders_Equity_and_Stock_1
Stockholders' Equity and Stock Compensation Plans (Tables) | 12 Months Ended | |||||||||||||
Sep. 28, 2014 | ||||||||||||||
Stockholders' Equity and Stock Compensation Plans | ' | |||||||||||||
Schedule of the stock-based compensation and related income tax benefits | ' | |||||||||||||
Fiscal Year Ended | ||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
(in thousands) | ||||||||||||||
Total stock-based compensation | $ | 10,374 | $ | 8,775 | $ | 10,839 | ||||||||
Income tax benefit related to stock-based compensation | (3,696 | ) | (3,048 | ) | (4,288 | ) | ||||||||
Stock-based compensation, net of tax benefit | $ | 6,678 | $ | 5,727 | $ | 6,551 | ||||||||
Schedule of stock option activity | ' | |||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
Options | Average | Average | Intrinsic Value | |||||||||||
(in thousands) | Exercise Price | Remaining | (in thousands) | |||||||||||
per Share | Contractual | |||||||||||||
Term | ||||||||||||||
(in years) | ||||||||||||||
Outstanding on September 29, 2013 | 4,264 | $ | 21.88 | |||||||||||
Granted | 354 | 28.58 | ||||||||||||
Exercised | (1,180 | ) | 28.07 | |||||||||||
Cancelled | (55 | ) | 22.82 | |||||||||||
Outstanding at September 28, 2014 | 3,383 | $ | 23.14 | 3.9 | $ | 8,365 | ||||||||
Vested or expected to vest at September 28, 2014 | 3,321 | $ | 23.1 | 3.8 | $ | 8,217 | ||||||||
Exercisable on September 28, 2014 | 2,447 | $ | 22.29 | 5.7 | $ | 7,313 | ||||||||
Schedule of assumptions used in the calculation of the fair value of stock options using the Black-Scholes option pricing model | ' | |||||||||||||
Fiscal Year Ended | ||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Dividend yield | – | – | – | |||||||||||
Expected stock price volatility | 36.1% - 38.8% | 41.7% - 42.2% | 41.9% - 44.0% | |||||||||||
Risk-free rate of return, annual | 1.3% - 1.5% | 0.6% - 1.3% | 0.7% - 1.1% | |||||||||||
Schedule of restricted stock activity | ' | |||||||||||||
Number of | Weighted- | |||||||||||||
Shares | Average Grant | |||||||||||||
(in thousands) | Date Fair | |||||||||||||
Value | ||||||||||||||
Nonvested balance at September 29, 2013 | 203 | $ | 23.55 | |||||||||||
Granted | 117 | 28.58 | ||||||||||||
Vested | (3 | ) | 21.65 | |||||||||||
Forfeited | (94 | ) | 23.44 | |||||||||||
223 | 26.26 | |||||||||||||
Nonvested balance at September 28, 2014 | $ | |||||||||||||
223 | 26.26 | |||||||||||||
Vested or expected to vest at September 28, 2014 | $ | |||||||||||||
Schedule of RSU activity | ' | |||||||||||||
Number of | Weighted- | |||||||||||||
Shares | Average Grant | |||||||||||||
(in thousands) | Date Fair | |||||||||||||
Value | ||||||||||||||
Nonvested balance at September 29, 2013 | 333 | $ | 23.7 | |||||||||||
Granted | 225 | 28.53 | ||||||||||||
Vested | (92 | ) | 23.58 | |||||||||||
Forfeited | (34 | ) | 25.58 | |||||||||||
432 | 26.09 | |||||||||||||
Nonvested balance at September 28, 2014 | $ | |||||||||||||
Summary of shares purchased, weighted-average purchase price, cash received, and the aggregate intrinsic value for shares purchased under the ESPP | ' | |||||||||||||
Fiscal Year Ended | ||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
(in thousands, except for purchase price) | ||||||||||||||
Shares purchased | 245 | 253 | 289 | |||||||||||
Weighted-average purchase price | $ | 22.99 | $ | 21.96 | $ | 18.35 | ||||||||
Cash received from exercise of purchase rights | $ | 5,604 | $ | 5,551 | $ | 5,300 | ||||||||
Aggregate intrinsic value | $ | 1,221 | $ | 1,140 | $ | 935 | ||||||||
Schedule of the assumptions used in the Black-Scholes option pricing model in estimating the grant date fair value of each award granted under the ESPP | ' | |||||||||||||
Fiscal Year Ended | ||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Dividend yield | - | - | - | |||||||||||
Expected stock price volatility | 29.2 | % | 27.1 | % | 34.7 | % | ||||||||
Risk-free rate of return, annual | 0.1 | % | 0.1 | % | 0.1 | % | ||||||||
Expected life (in years) | 1 | 1 | 1 | |||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||||||||||
Sep. 28, 2014 | |||||||||||
Earnings Per Share | ' | ||||||||||
Schedule of number of weighted-average shares used to compute basic and diluted EPS | ' | ||||||||||
Fiscal Year Ended | |||||||||||
September 28, | September 29, | September 30, | |||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands, except per share data) | |||||||||||
Net income (loss) attributable to Tetra Tech | $ | 108,266 | $ | (2,141 | ) | $ | 104,380 | ||||
Weighted-average common shares outstanding – basic | 64,379 | 64,544 | 63,217 | ||||||||
Effect of diluted stock options and unvested restricted stock | 767 | – | 717 | ||||||||
Weighted-average common stock outstanding – diluted | 65,146 | 64,544 | 63,934 | ||||||||
Net income (loss) attributable to Tetra Tech per share: | |||||||||||
Basic | $ | 1.68 | $ | (0.03 | ) | $ | 1.65 | ||||
Diluted | $ | 1.66 | $ | (0.03 | ) | $ | 1.63 | ||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | ||||||||||
Sep. 28, 2014 | |||||||||||
Derivative Financial Instruments | ' | ||||||||||
Schedule of notional principal, fixed rates and related expiration dates of outstanding interest rate swap agreements | ' | ||||||||||
Notional Amount | Fixed | Expiration | |||||||||
(in thousands) | Rate | Date | |||||||||
$ | 50,609 | 1.36 | % | May-18 | |||||||
50,609 | 1.34 | % | May-18 | ||||||||
50,609 | 1.35 | % | May-18 | ||||||||
25,305 | 1.23 | % | May-18 | ||||||||
25,305 | 1.24 | % | May-18 | ||||||||
Schedule of fair values of outstanding derivative instruments | ' | ||||||||||
The fair values of our outstanding derivative instruments were as follows (in thousands): | |||||||||||
Fair Value of Derivative | |||||||||||
Instruments as of | |||||||||||
Balance Sheet Location | September 28, | September 29, | |||||||||
2014 | 2013 | ||||||||||
Derivatives designated as hedging instruments: | |||||||||||
Interest rate swap agreements | Other current liabilities | $ | 45 | $ | 987 | ||||||
Reclassifications_Out_of_Accum1
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | ||||||||||
Sep. 28, 2014 | |||||||||||
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||
Summary of reclassifications out of accumulated other comprehensive income (loss) | ' | ||||||||||
Foreign | Loss on | Accumulated | |||||||||
Currency | Derivative | Other | |||||||||
Translation | Instruments | Comprehensive | |||||||||
Adjustments | Income (Loss) | ||||||||||
(in thousands) | |||||||||||
Balances at September 30, 2012 | $ | 31,110 | $ | (93 | ) | $ | 31,017 | ||||
Other comprehensive (loss) income before reclassifications | (28,770 | (63 | (28,833 | ||||||||
) | ) | ) | |||||||||
Amounts reclassified from accumulated other comprehensive income | |||||||||||
Foreign exchange contracts, net of tax (1) | – | (164 | ) | (164 | ) | ||||||
Interest rate contracts net of tax (2) | – | (162 | ) | (162 | ) | ||||||
Net current-period other comprehensive (loss) income | (28,770 | ) | (389 | ) | (29,159 | ) | |||||
Balances at September 29, 2013 | $ | 2,340 | $ | (482 | ) | $ | 1,858 | ||||
Other comprehensive (loss) income before reclassifications | (45,425 | ) | 3,317 | (42,108 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income | |||||||||||
Interest rate contracts, net of tax (2) | – | (2,288 | ) | (2,288 | ) | ||||||
Net current-period other comprehensive income loss | (45,425 | ) | 1,029 | (44,396 | ) | ||||||
Balances at September 28, 2014 | $ | (43,085 | ) | $ | 547 | $ | (42,538 | ) | |||
-1 | This accumulated other comprehensive component is reclassified in "Interest expense" and foreign exchange expense in "Selling, general and administrative expenses" in our consolidated statements of operations. See Note 14, "Derivative Financial Instruments", for more information. | ||||||||||
-2 | This accumulated other comprehensive component is reclassified in "Interest expense" in our consolidated statements of operations. See Note 14, "Derivative Financial Instruments", for more information. | ||||||||||
Reportable_Segments_Tables
Reportable Segments (Tables) | 12 Months Ended | |||||||||||||||||||
Sep. 28, 2014 | ||||||||||||||||||||
Reportable Segments | ' | |||||||||||||||||||
Summarized financial information of reportable segments | ' | |||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Revenue | ||||||||||||||||||||
ECS | $ | 963,024 | $ | 1,035,983 | $ | 1,155,256 | ||||||||||||||
TSS | 912,749 | 932,375 | 1,020,779 | |||||||||||||||||
RCM | 703,253 | 725,689 | 621,957 | |||||||||||||||||
Elimination of inter-segment revenue | (95,212 | ) | (80,292 | ) | (86,917 | ) | ||||||||||||||
Total revenue | $ | 2,483,814 | $ | 2,613,755 | $ | 2,711,075 | ||||||||||||||
Operating Income | ||||||||||||||||||||
ECS | $ | 76,015 | $ | 44,598 | $ | 96,220 | ||||||||||||||
TSS | 91,859 | 71,842 | 71,767 | |||||||||||||||||
RCM | (34,310 | ) | (6,706 | ) | 22,374 | |||||||||||||||
Corporate (1) | 20,269 | (89,516 | ) | (23,994 | ) | |||||||||||||||
Total operating income | $ | 153,833 | $ | 20,218 | $ | 166,367 | ||||||||||||||
Depreciation | ||||||||||||||||||||
ECS | $ | 7,704 | $ | 10,494 | $ | 10,126 | ||||||||||||||
TSS | 2,303 | 2,839 | 3,227 | |||||||||||||||||
RCM | 13,342 | 13,160 | 10,233 | |||||||||||||||||
Corporate | 3,103 | 3,055 | 3,065 | |||||||||||||||||
Total depreciation | $ | 26,452 | $ | 29,548 | $ | 26,651 | ||||||||||||||
(1)Includes goodwill impairment charge, amortization of intangibles, other costs and other income not allocable to segments. The goodwill impairment charge of $56.6 million for fiscal 2013 was recorded at Corporate. The intangible asset amortization expense for fiscal 2014, 2013 and 2012 was $27.3 million, $32.4 million and $29.6 million, respectively. Corporate results also included income for fair value adjustments to contingent consideration liabilities of $58.7 million, $9.6 million and $19.2 million for 2014, 2013 and 2012, respectively. | ||||||||||||||||||||
September 28, | September 29, | |||||||||||||||||||
2014 | 2013 | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Total Assets | ||||||||||||||||||||
ECS | $ | 920,890 | $ | 912,996 | ||||||||||||||||
TSS | 741,011 | 673,864 | ||||||||||||||||||
RCM | 408,238 | 435,053 | ||||||||||||||||||
Corporate (1) | (293,735 | ) | (222,821 | ) | ||||||||||||||||
Total assets | $ | 1,776,404 | $ | 1,799,092 | ||||||||||||||||
(1)Corporate assets consist of intercompany eliminations and assets not allocated to segments including goodwill, intangible assets, deferred income taxes and certain other assets. | ||||||||||||||||||||
Schedule of geographic information | ' | |||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, 2014 | September 29, 2013 | September 30, 2012 | ||||||||||||||||||
Revenue | Long-Lived | Revenue | Long-Lived | Revenue | Long-Lived | |||||||||||||||
Assets (2) | Assets (2) | Assets (2) | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
United States | $ | 1,840,129 | $ | 95,425 | $ | 1,915,780 | $ | 110,313 | $ | 2,046,700 | $ | 100,958 | ||||||||
Foreign countries (1) | 643,685 | 68,187 | 697,975 | 90,435 | 664,375 | 70,010 | ||||||||||||||
-1 | Includes revenue generated from our foreign operations, primarily in Canada, and revenue generated from non-U.S. clients. Long-lived assets consist primarily of amounts from our Canadian operations. | |||||||||||||||||||
-2 | Excludes goodwill and intangible assets. | |||||||||||||||||||
Summary of revenue by client sector | ' | |||||||||||||||||||
Fiscal Year Ended | ||||||||||||||||||||
September 28, | September 29, | September 30, | ||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Client Sector | ||||||||||||||||||||
International (1) | $ | 643,685 | $ | 697,975 | $ | 664,375 | ||||||||||||||
U.S commercial | 719,006 | 693,677 | 718,457 | |||||||||||||||||
U.S. federal government (2) | 766,514 | 829,790 | 1,008,424 | |||||||||||||||||
U.S. state and local government | 354,609 | 392,313 | 319,819 | |||||||||||||||||
Total | $ | 2,483,814 | $ | 2,613,755 | $ | 2,711,075 | ||||||||||||||
-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. | |||||||||||||||||||
Quarterly_Financial_Informatio1
Quarterly Financial Information-Unaudited (Tables) | 12 Months Ended | |||||||||||||
Sep. 28, 2014 | ||||||||||||||
Quarterly Financial Information-Unaudited | ' | |||||||||||||
Schedule of unaudited quarterly data | ' | |||||||||||||
First | Second | Third | Fourth | |||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||
(in thousands, except per share data) | ||||||||||||||
Fiscal Year 2014 | ||||||||||||||
Revenue | $ | 645,848 | $ | 586,285 | $ | 629,502 | $ | 622,179 | ||||||
Operating income | 43,718 | 46,186 | 39,167 | 24,763 | ||||||||||
Net income attributable to Tetra Tech | 27,315 | 31,709 | 26,657 | 22,586 | ||||||||||
Earnings per share attributable to Tetra Tech (1): | ||||||||||||||
Basic | $ | 0.43 | $ | 0.49 | $ | 0.41 | $ | 0.36 | ||||||
Diluted | $ | 0.42 | $ | 0.48 | $ | 0.41 | $ | 0.35 | ||||||
Weighted-average common shares outstanding: | ||||||||||||||
Basic | 64,227 | 64,835 | 64,566 | 63,602 | ||||||||||
Diluted | 65,048 | 65,710 | 65,302 | 64,235 | ||||||||||
Fiscal Year 2013 | ||||||||||||||
Revenue | $ | 658,545 | $ | 641,999 | $ | 614,835 | $ | 698,376 | ||||||
Operating income | 41,809 | 37,667 | (99,884 | ) | 40,626 | |||||||||
Net income attributable to Tetra Tech | 26,224 | 24,820 | (78,385 | ) | 25,200 | |||||||||
Net income (loss) attributable to Tetra Tech per share (1): | ||||||||||||||
Basic | $ | 0.41 | $ | 0.38 | $ | (1.21 | ) | $ | 0.39 | |||||
Diluted | $ | 0.41 | $ | 0.38 | $ | (1.21 | ) | $ | 0.39 | |||||
Weighted-average common shares outstanding: | ||||||||||||||
Basic | 63,864 | 64,551 | 64,832 | 64,272 | ||||||||||
Diluted | 64,608 | 65,472 | 64,832 | 64,853 | ||||||||||
-1 | The sum of the quarterly EPS may not add up to the full-year EPS due to rounding. | |||||||||||||
Basis_of_Presentation_and_Prep2
Basis of Presentation and Preparation (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
item | |||
Principles of Consolidation and Presentation | ' | ' | ' |
Number of weeks in a fiscal year, low end of range | '364 days | ' | ' |
Number of weeks in a fiscal year, high end of range | '371 days | ' | ' |
Number of weeks in a fiscal year | '364 days | '364 days | '364 days |
Revenue Recognition and Contract Costs | ' | ' | ' |
Number of types of contracts under which revenue is recognized | 3 | ' | ' |
Number of types of fixed-price contracts | 2 | ' | ' |
Cash and Cash Equivalents | ' | ' | ' |
Maximum term of original maturity to classify instrument as cash equivalent | '90 days | ' | ' |
Restricted cash included in "Prepaid expenses and other current assets" | $4.50 | $4.50 | ' |
Accounts Receivable - Net | ' | ' | ' |
Period for billing and collecting unbilled receivables | '12 months | ' | ' |
Period for earning majority of billings in excess of costs | '12 months | ' | ' |
Equipment | Maximum | ' | ' | ' |
Estimated useful lives | ' | ' | ' |
Estimated useful lives | '10 years | ' | ' |
Equipment | Minimum | ' | ' | ' |
Estimated useful lives | ' | ' | ' |
Estimated useful lives | '3 years | ' | ' |
Furniture and fixtures | Maximum | ' | ' | ' |
Estimated useful lives | ' | ' | ' |
Estimated useful lives | '10 years | ' | ' |
Furniture and fixtures | Minimum | ' | ' | ' |
Estimated useful lives | ' | ' | ' |
Estimated useful lives | '3 years | ' | ' |
Buildings | Maximum | ' | ' | ' |
Estimated useful lives | ' | ' | ' |
Estimated useful lives | '40 years | ' | ' |
Basis_of_Presentation_and_Prep3
Basis of Presentation and Preparation (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
item | |||||
Goodwill and Intangible Assets | ' | ' | ' | ' | ' |
Impairment of goodwill | $0 | $56,600 | ' | $56,600 | $914 |
Number of levels below reportable segments at which goodwill impairment testing is performed | ' | ' | 1 | ' | ' |
Number of steps involved in process of goodwill annual impairment test | ' | ' | 2 | ' | ' |
Basis_of_Presentation_and_Prep4
Basis of Presentation and Preparation (Details 3) | 12 Months Ended |
Sep. 28, 2014 | |
item | |
Concentration of Credit Risk | ' |
Financial institutions, in any such number of which investment exposure is limited | 1 |
Accounts receivable due from various agencies of the U.S. federal government (as a percent) | 21.00% |
International | ' |
Concentration of Credit Risk | ' |
Revenue from customers within risk category | 26.00% |
U.S. commercial | ' |
Concentration of Credit Risk | ' |
Revenue from customers within risk category | 29.00% |
U.S. federal government | ' |
Concentration of Credit Risk | ' |
Revenue from customers within risk category | 45.00% |
Minimum | ' |
Concentration of Credit Risk | ' |
Period for contingent earn-out payments | '2 years |
Maximum | ' |
Concentration of Credit Risk | ' |
Period for contingent earn-out payments | '3 years |
Basis_of_Presentation_and_Prep5
Basis of Presentation and Preparation (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Revenue recognition and contract costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Favorable (unfavorable) operating income adjustments | $24,763,000 | $39,167,000 | $46,186,000 | $43,718,000 | $40,626,000 | ($99,884,000) | $37,667,000 | $41,809,000 | $153,833,000 | $20,218,000 | $166,367,000 |
Liability for anticipated losses | 18,600,000 | ' | ' | ' | 13,300,000 | ' | ' | ' | 18,600,000 | 13,300,000 | ' |
Estimated cost to complete the related contracts | 103,000,000 | ' | ' | ' | ' | ' | ' | ' | 103,000,000 | ' | ' |
Contracts accounted for under the percentage-of-completion method of accounting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue recognition and contract costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Favorable (unfavorable) operating income adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ($35,900,000) | ($40,100,000) | $500,000 |
Stock_Repurchase_and_Dividends1
Stock Repurchase and Dividends (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 16 Months Ended | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jul. 28, 2014 | Apr. 28, 2014 | Jun. 30, 2013 | Sep. 28, 2014 | Sep. 28, 2014 | Nov. 10, 2014 |
Subsequent Event | ||||||
Maximum repurchase amount under stock repurchase program | ' | ' | $100 | ' | ' | $200 |
Period of stock repurchase program | ' | ' | ' | ' | ' | '2 years |
Shares repurchased through open market purchases | ' | ' | ' | ' | 3.9 | ' |
Average price of shares repurchased (in dollars per share) | ' | ' | ' | ' | $25.59 | ' |
Cost of shares repurchased | ' | ' | ' | ' | 100 | ' |
Payment of ordinary dividends | ' | ' | ' | $9 | ' | ' |
Quarterly cash dividend declared (in dollars per share) | $0.07 | $0.07 | ' | $0.14 | ' | $0.07 |
Accounts_Receivable_Net_Detail
Accounts Receivable - Net (Details) (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
item | item | item | |
Billed | 351,693,000 | 375,149,000 | ' |
Unbilled | 363,050,000 | 306,969,000 | ' |
Contract retentions | 26,929,000 | 23,353,000 | ' |
Total accounts receivable - gross | 741,672,000 | 705,471,000 | ' |
Allowance for doubtful accounts | -39,780,000 | -44,624,000 | ' |
Total accounts receivable - net | 701,892,000 | 660,847,000 | ' |
Billings in excess of costs on uncompleted contracts | 103,343,000 | 79,507,000 | ' |
Period for billing and collecting unbilled receivables | '12 months | ' | ' |
Period for earning majority of billings in excess of costs | '12 months | ' | ' |
Unbilled accounts receivable related to claims and requests for equitable adjustment on contracts | 79,000,000 | 41,000,000 | ' |
Revenue recognized related to the evaluation of claim amounts | 3,400,000 | ' | ' |
Increase in operating income related to the evaluation of claim amounts | 3,400,000 | ' | ' |
Billed accounts receivable related to U.S. federal government contracts | 57,400,000 | 50,500,000 | ' |
U.S. federal government unbilled receivables | 73,200,000 | 79,300,000 | ' |
Threshold percentage for disclosure of accounts receivable from a single client | 10.00% | 10.00% | ' |
Loss on uncollectible accounts receivable related to claims | ' | 30,200,000 | ' |
Accounts Receivable | ' | ' | ' |
Number of clients exceeding threshold | 0 | 0 | 0 |
Mergers_and_Acquisitions_Detai
Mergers and Acquisitions (Details) (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Business acquisition | ' | ' | ' |
Estimated fair value of contingent earn-out obligations | $7,000,000 | ' | ' |
Estimated contingent earn-out payments of aggregate maximum upon achievement of specified financial objectives | 66,000,000 | ' | ' |
Estimated fair values of the assets acquired and liabilities assumed | ' | ' | ' |
Goodwill | 714,190,000 | 722,792,000 | 635,958,000 |
Estimated contingent earn-out liabilities | ' | ' | ' |
Beginning balance (at fair value) | 81,789,000 | 51,539,000 | 75,159,000 |
Estimated earn-out liabilities for acquisition during the fiscal year | 6,242,000 | 75,253,000 | 18,981,000 |
Increases due to re-measurement of fair value reported in interest expense | 1,846,000 | 2,433,000 | 1,374,000 |
Net decreases due to re-measurement of fair value reported as gains in operating income | -58,694,000 | -9,560,000 | -19,246,000 |
Net gains on fair value adjustment in operating income | 58,700,000 | 9,600,000 | 19,200,000 |
Foreign exchange impact | -3,507,000 | -2,480,000 | 3,027,000 |
Earn-out payments | ' | ' | ' |
Reported as cash used in operating activities | -1,984,000 | -695,000 | -601,000 |
Reported as cash used in investing activities | ' | -1,279,000 | -11,773,000 |
Reported as cash used in financing activities | -18,662,000 | -33,672,000 | -18,055,000 |
Settlement of receivables due from sellers | ' | ' | -7,301,000 |
Ending balance (at fair value) | 7,030,000 | 81,789,000 | 51,539,000 |
Maximum | ' | ' | ' |
Business acquisition | ' | ' | ' |
Period for contingent earn-out payments | '3 years | ' | ' |
Minimum | ' | ' | ' |
Business acquisition | ' | ' | ' |
Period for contingent earn-out payments | '2 years | ' | ' |
Prior to 2010 acquisitions | ' | ' | ' |
Estimated contingent earn-out liabilities | ' | ' | ' |
Estimated earn-out liabilities for acquisition during the fiscal year | ' | 250,000 | 9,974,000 |
AEG, Parkland and other 2013 acquisitions | ' | ' | ' |
Business acquisition | ' | ' | ' |
Estimated fair value of purchase prices | ' | 248,900,000 | ' |
Initial payment | ' | 171,600,000 | ' |
Estimated fair value of contingent earn-out obligations | ' | 75,300,000 | ' |
Estimated contingent earn-out payments of aggregate maximum upon achievement of specified financial objectives | ' | 86,700,000 | ' |
Estimated fair values of the assets acquired and liabilities assumed | ' | ' | ' |
Goodwill | 134,000,000 | ' | ' |
Net assets acquired | ' | 248,900,000 | ' |
Liabilities | ' | 2,000,000 | ' |
2012 acquisitions | ' | ' | ' |
Business acquisition | ' | ' | ' |
Estimated fair value of purchase prices | ' | ' | 63,200,000 |
Initial payment | ' | ' | 42,200,000 |
Estimated fair value of contingent earn-out obligations | ' | ' | 19,000,000 |
Estimated contingent earn-out payments of aggregate maximum upon achievement of specified financial objectives | ' | ' | 20,000,000 |
Estimated fair values of the assets acquired and liabilities assumed | ' | ' | ' |
Net assets acquired | ' | ' | 63,200,000 |
Amount accrued | ' | ' | 2,000,000 |
Parkland | ' | ' | ' |
Estimated fair values of the assets acquired and liabilities assumed | ' | ' | ' |
Goodwill | $95,600,000 | ' | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
item | |||||
Goodwill | ' | ' | ' | ' | ' |
Balance at beginning of the period | ' | ' | $722,792,000 | $635,958,000 | ' |
Goodwill additions | ' | ' | 20,624,000 | 163,022,000 | ' |
Foreign exchange impact | ' | ' | -29,701,000 | -19,588,000 | ' |
Goodwill impairment | 0 | -56,600,000 | ' | -56,600,000 | -914,000 |
Goodwill adjustments | ' | ' | 475,000 | ' | ' |
Balance at end of the period | ' | ' | 714,190,000 | 722,792,000 | 635,958,000 |
Number of reporting units having fair value in excess of carrying value of less than 20%. | 4 | ' | ' | ' | ' |
Number of reporting units with Impairment charges in 2013 | 2 | ' | ' | ' | ' |
Parkland | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Balance at end of the period | ' | ' | 95,600,000 | ' | ' |
Maximum | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Percentage of excess of fair value over carrying value | 20.00% | ' | ' | ' | ' |
ECS | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Balance at beginning of the period | ' | ' | 353,608,000 | 412,308,000 | ' |
Goodwill additions | ' | ' | 11,642,000 | 14,364,000 | ' |
Foreign exchange impact | ' | ' | -21,619,000 | -16,464,000 | ' |
Goodwill impairment | ' | ' | ' | -56,600,000 | ' |
Balance at end of the period | ' | ' | 343,631,000 | 353,608,000 | ' |
Gross amounts of goodwill | ' | ' | 401,100,000 | 411,100,000 | ' |
Number of reporting units for which goodwill impairment test is triggered | ' | 3 | ' | ' | ' |
TTC, GMP and AMT | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Goodwill impairment | ' | -56,600,000 | ' | ' | ' |
Goodwill impairment, net of tax | ' | 48,100,000 | ' | ' | ' |
TTC | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying value after impairment | ' | ' | 103,300,000 | ' | ' |
GMP | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying value after impairment | ' | ' | 68,500,000 | ' | ' |
AMT | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Carrying value after impairment | ' | ' | 32,600,000 | ' | ' |
TSS | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Balance at beginning of the period | ' | ' | 177,579,000 | 173,867,000 | ' |
Goodwill additions | ' | ' | 8,982,000 | 3,594,000 | ' |
Foreign exchange impact | ' | ' | -208,000 | 118,000 | ' |
Goodwill adjustments | ' | ' | 161,000 | ' | ' |
Balance at end of the period | ' | ' | 186,514,000 | 177,579,000 | ' |
RCM | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Balance at beginning of the period | ' | ' | 191,605,000 | 49,783,000 | ' |
Goodwill additions | ' | ' | ' | 145,064,000 | ' |
Foreign exchange impact | ' | ' | -7,874,000 | -3,242,000 | ' |
Goodwill adjustments | ' | ' | 314,000 | ' | ' |
Balance at end of the period | ' | ' | 184,045,000 | 191,605,000 | ' |
CON | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | ' |
Balance at end of the period | ' | ' | $47,800,000 | ' | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 2) (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Finite-lived intangible assets | ' | ' | ' |
Gross Amount | $127,484,000 | $208,171,000 | ' |
Accumulated Amortization | -64,389,000 | -121,242,000 | ' |
Amortization expense for intangible assets | 27,300,000 | 32,400,000 | 29,600,000 |
Estimated amortization expense | ' | ' | ' |
2015 | 20,587,000 | ' | ' |
2016 | 16,803,000 | ' | ' |
2017 | 14,560,000 | ' | ' |
2018 | 6,222,000 | ' | ' |
2019 | 2,916,000 | ' | ' |
Beyond | 2,007,000 | ' | ' |
Total | 63,095,000 | ' | ' |
Non-compete agreements | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Weighted-Average Remaining Life | '2 years 2 months 12 days | ' | ' |
Gross Amount | 1,086,000 | 6,160,000 | ' |
Accumulated Amortization | -524,000 | -5,247,000 | ' |
Client relations | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Weighted-Average Remaining Life | '3 years 9 months 18 days | ' | ' |
Gross Amount | 122,198,000 | 128,839,000 | ' |
Accumulated Amortization | -61,117,000 | -49,189,000 | ' |
Backlog | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Weighted-Average Remaining Life | '2 months 12 days | ' | ' |
Gross Amount | 1,283,000 | 68,968,000 | ' |
Accumulated Amortization | -1,072,000 | -64,675,000 | ' |
Technology and trade names | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' |
Weighted-Average Remaining Life | '2 years 2 months 12 days | ' | ' |
Gross Amount | 2,917,000 | 4,204,000 | ' |
Accumulated Amortization | ($1,676,000) | ($2,131,000) | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Property and Equipment | ' | ' | ' |
Property and equipment at cost, gross | $232,805,000 | $242,166,000 | ' |
Accumulated depreciation | -158,941,000 | -154,140,000 | ' |
Property and equipment, net | 73,864,000 | 88,026,000 | ' |
Depreciation expense related to property and equipment, including assets under capital leases | 26,452,000 | 29,548,000 | 26,651,000 |
Prepaid expenses and other current assets | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Carrying value of property | ' | ' | 2,400,000 |
Selling, general and administrative expenses | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Non-cash impairment charge | ' | ' | 3,400,000 |
Land and buildings | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment at cost, gross | 4,029,000 | 5,565,000 | ' |
Carrying value of properties held for sale | ' | ' | 5,800,000 |
Equipment, furniture and fixtures | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment at cost, gross | 204,298,000 | 210,172,000 | ' |
Leasehold improvements | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Property and equipment at cost, gross | $24,478,000 | $26,429,000 | ' |
Property_and_Equipment_Details1
Property and Equipment (Details 2) (USD $) | 12 Months Ended | 3 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 28, 2014 | |
Contract termination | ||||
Exit activities related to vacating facilities leased under long-term non-cancelable leases | ' | ' | ' | ' |
Net write off of fixed assets, primarily leasehold improvements, furniture and fixtures | ' | ' | ' | $500,000 |
Loss recorded in connection with exit activities | 2,416,000 | 7,188,000 | 1,261,000 | 2,700,000 |
Write offs of prorated portions of existing deferred items previously recognized in connection with the leases | ' | ' | ' | 300,000 |
Costs incurred and charged to expense | $2,458,000 | $4,799,000 | ' | $2,500,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Income (loss) before income taxes: | ' | ' | ' |
United States | $118,900 | $60,547 | $141,035 |
Foreign | 25,443 | -48,015 | 19,761 |
Total income before income taxes | 144,343 | 12,532 | 160,796 |
Current: | ' | ' | ' |
Federal | 26,503 | 11,155 | 46,058 |
State | 7,551 | 2,705 | 6,949 |
Foreign | 1,759 | 11,646 | 8,569 |
Total current income tax expense | 35,813 | 25,506 | 61,576 |
Deferred: | ' | ' | ' |
Federal | 5,957 | -2,965 | -200 |
State | 434 | -637 | -622 |
Foreign | -6,536 | -7,866 | -4,690 |
Total deferred income tax expense (benefit) | -145 | -11,468 | -5,512 |
Total income tax expense | 35,668 | 14,038 | 56,064 |
Reconciliation of income tax expense | ' | ' | ' |
Tax at federal statutory rate | 50,521 | 4,386 | 56,278 |
State taxes, net of federal benefit | 4,956 | 1,316 | 4,932 |
R&E credits | -867 | -6,622 | -360 |
Domestic production deduction | -1,048 | -828 | -774 |
Tax differential on foreign earnings | -7,956 | -4,263 | -4,444 |
Corrections of prior-year errors | ' | 3,255 | ' |
Goodwill and contingent consideration | -11,808 | 11,288 | -1,552 |
Stock compensation | 298 | 443 | 80 |
Valuation allowance | 396 | 4,947 | 2,512 |
Other | $1,176 | $116 | ($608) |
Reconciliation of effective income tax rate | ' | ' | ' |
Tax at federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit (as a percent) | 3.40% | 10.50% | 3.10% |
R&E credits (as a percent) | -0.60% | -52.80% | -0.20% |
Domestic production deduction (as a percent) | -0.70% | -6.60% | -0.50% |
Tax differential on foreign earnings (as a percent) | -5.50% | -34.00% | -2.80% |
Corrections of prior-year errors (as a percent) | ' | 26.00% | ' |
Goodwill and contingent consideration (as a percent) | -8.20% | 90.00% | -1.00% |
Stock compensation (as a percent) | 0.20% | 3.50% | 0.10% |
Valuation allowance (as a percent) | 0.30% | 39.50% | 1.60% |
Other (as a percent) | 0.80% | 0.90% | -0.40% |
Total income tax expense (as a percent) | 24.70% | 112.00% | 34.90% |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Deferred Tax Asset: | ' | ' | ' |
State taxes | $2,635,000 | $452,000 | ' |
Reserves and contingent liabilities | 8,860,000 | 5,883,000 | ' |
Allowance for doubtful accounts | 6,084,000 | 7,345,000 | ' |
Accrued liabilities | 12,212,000 | 14,425,000 | ' |
Stock-based compensation | 10,273,000 | 10,778,000 | ' |
Loss carry-forwards | 10,815,000 | 9,563,000 | ' |
Valuation allowance on loss carry-forwards | -7,576,000 | -7,459,000 | ' |
Total deferred tax asset | 43,303,000 | 40,987,000 | ' |
Deferred Tax Liability: | ' | ' | ' |
Unbilled revenue | -49,150,000 | -47,281,000 | ' |
Prepaid expense | -5,834,000 | -7,522,000 | ' |
Intangibles | -29,257,000 | -24,933,000 | ' |
Property and equipment | -8,235,000 | -9,946,000 | ' |
Total deferred tax liability | -92,476,000 | -89,682,000 | ' |
Net deferred tax liability | -49,173,000 | -48,695,000 | ' |
Undistributed earnings of foreign subsidiaries | 52,600,000 | ' | ' |
Unrecognized tax benefits that would affect the effective tax rate, if recognized | 21,700,000 | ' | ' |
Period during which unrecognized tax benefits would affect the effective tax rate | '12 months | ' | ' |
Reconciliation of the beginning and ending amount of unrecognized tax benefits | ' | ' | ' |
Beginning balance | 25,886,000 | 24,092,000 | 25,940,000 |
Additions for current year tax positions | 1,243,000 | 2,661,000 | 6,273,000 |
Additions for prior year tax positions | 1,416,000 | 4,951,000 | 19,000 |
Reductions for prior year tax positions | ' | -5,818,000 | -8,072,000 |
Settlements | -6,828,000 | ' | -68,000 |
Ending balance | 21,717,000 | 25,886,000 | 24,092,000 |
Amount of interest expense (net of interest income) accrued | 900,000 | 2,300,000 | ' |
Foreign | ' | ' | ' |
Deferred Tax Liability: | ' | ' | ' |
Net operating loss carry forwards which expire at various dates | 36,800,000 | ' | ' |
Net operating loss carry forwards which have no expiration date | 10,600,000 | ' | ' |
Expiration dates through 2034 | State | ' | ' | ' |
Deferred Tax Liability: | ' | ' | ' |
Net operating loss carry forwards which expire at various dates | 22,800,000 | ' | ' |
Expiration dates through 2033 | Foreign | ' | ' | ' |
Deferred Tax Liability: | ' | ' | ' |
Net operating loss carry forwards which expire at various dates | $26,200,000 | ' | ' |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Long-term debt | ' | ' |
Total long-term debt | $203,831 | $207,749 |
Less: Current portion of long-term debt | -10,989 | -4,311 |
Long-term debt, less current portion | 192,842 | 203,438 |
Credit facility | ' | ' |
Long-term debt | ' | ' |
Total long-term debt | 202,438 | 205,000 |
Other | ' | ' |
Long-term debt | ' | ' |
Total long-term debt | $1,393 | $2,749 |
LongTerm_Debt_Details_2
Long-Term Debt (Details 2) (USD $) | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 29, 2013 | Sep. 28, 2014 | 7-May-13 | 7-May-13 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | 7-May-13 | Sep. 28, 2014 | 7-May-13 | Sep. 28, 2014 | 7-May-13 | 7-May-13 | Sep. 28, 2014 | 7-May-13 |
Bank Overdraft Facility [Member] | Standby letters of credit under letter of credit agreements | Amended Credit Agreement | Amended Credit Agreement | Amended Credit Agreement | Amended Credit Agreement | Amended Credit Agreement | Amended Credit Agreement | Amended Credit Agreement | Amended Credit Agreement | Amended Credit Agreement | Term loan | Term loan | Revolving Credit Facility | Revolving Credit Facility | Standby letters of credit | Standby letters of credit | Swingline loans | Multicurrency borrowings and letter of credit | Multicurrency borrowings and letter of credit | |||
item | item | Maximum | Minimum | Base rate | Base rate | Base rate | Base rate | Eurocurrency rate | ||||||||||||||
U.S. federal funds base rate | Eurocurrency base rate | Bank's prime rate | Eurocurrency base rate | |||||||||||||||||||
Long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | $53,000,000 | ' | $665,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | $205,000,000 | ' | $460,000,000 | ' | $200,000,000 | $20,000,000 | ' | $150,000,000 |
Amount available for borrowing under facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 460,000,000 | ' | ' | ' | ' | ' | ' |
Amount available for borrowing under facility without violation of debt covenants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 155,300,000 | ' | ' | ' | ' | ' | ' |
Interest rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'U.S. federal funds rate | 'Eurocurrency rate | 'bank's prime rate | 'Eurocurrency rate | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Margin spread on variable rate basis, low end of the range (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 0.15% | ' | ' | ' | 1.15% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Margin spread on variable rate basis, high end of the range (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated fixed charge coverage ratio | ' | ' | ' | ' | ' | ' | ' | 1.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of borrowings | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payment due in year 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Principal payment in year 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,300,000 | ' | ' | ' | ' | ' | ' | ' |
Principal payment in year 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,300,000 | ' | ' | ' | ' | ' | ' | ' |
Principal payment in year 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,400,000 | ' | ' | ' | ' | ' | ' | ' |
Principal payment in year 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,400,000 | ' | ' | ' | ' | ' | ' | ' |
Borrowings outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 202,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit outstanding | ' | ' | ' | 31,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | 6,500,000 | ' |
Weighted-average interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.82% | ' | ' | ' | ' | ' | ' | ' | ' |
Bank overdraft facility | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of foreign affiliates | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of agreements entered | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of banks with whom entity entered into agreement | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital leases | 1,400,000 | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment loans | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Scheduled maturities of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 10,979,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 15,907,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 15,441,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | 161,491,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2019 | 13,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-term debt | $203,831,000 | $207,749,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leases_Details
Leases (Details) (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Leases | ' | ' | ' |
Expense associated with operating leases | $70,000,000 | $80,800,000 | $76,600,000 |
Operating lease commitments | ' | ' | ' |
2015 | 65,412,000 | ' | ' |
2016 | 50,275,000 | ' | ' |
2017 | 33,908,000 | ' | ' |
2018 | 23,238,000 | ' | ' |
2019 | 15,905,000 | ' | ' |
Beyond | 22,377,000 | ' | ' |
Total | 211,115,000 | ' | ' |
Capital lease commitments | ' | ' | ' |
2015 | 781,000 | ' | ' |
2016 | 552,000 | ' | ' |
2017 | 70,000 | ' | ' |
2018 | 55,000 | ' | ' |
2019 | 13,000 | ' | ' |
Total | 1,471,000 | ' | ' |
Less: Amounts representing interest | 81,000 | ' | ' |
Net present value | 1,390,000 | ' | ' |
Lease contract termination costs | 2,200,000 | 4,500,000 | 1,300,000 |
Reconciliation of the beginning and ending balances of liabilities related to contract termination costs | ' | ' | ' |
Balance at the beginning of the period | 6,273,000 | 2,940,000 | ' |
Costs incurred and charged to expense | 2,458,000 | 4,799,000 | ' |
Adjustments | -2,362,000 | -1,466,000 | ' |
Balance at the end of the period | 6,369,000 | 6,273,000 | 2,940,000 |
RCM | ' | ' | ' |
Reconciliation of the beginning and ending balances of liabilities related to contract termination costs | ' | ' | ' |
Costs incurred and charged to expense | 1,391,000 | ' | ' |
Balance at the end of the period | 1,391,000 | ' | ' |
ECS | ' | ' | ' |
Reconciliation of the beginning and ending balances of liabilities related to contract termination costs | ' | ' | ' |
Balance at the beginning of the period | 3,710,000 | ' | ' |
Costs incurred and charged to expense | 443,000 | 3,744,000 | ' |
Adjustments | -1,373,000 | -34,000 | ' |
Balance at the end of the period | 2,780,000 | 3,710,000 | ' |
TSS | ' | ' | ' |
Reconciliation of the beginning and ending balances of liabilities related to contract termination costs | ' | ' | ' |
Balance at the beginning of the period | 2,563,000 | 2,940,000 | ' |
Costs incurred and charged to expense | 624,000 | 1,055,000 | ' |
Adjustments | -989,000 | -1,432,000 | ' |
Balance at the end of the period | $2,198,000 | $2,563,000 | ' |
Stockholders_Equity_and_Stock_2
Stockholders' Equity and Stock Compensation Plans (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Mar. 31, 2006 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Stock options | RSUs | RSUs | Restricted Stock | 2003 Outside Director Stock Option Plan | 2003 Outside Director Stock Option Plan | EIP | EIP | EIP | EIP | EIP | ESPP | ESPP | ESPP | ||||
Minimum | Stock options | Stock options | RSUs | Restricted Stock | |||||||||||||
Stockholder's equity and stock compensation plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available for future awards | ' | ' | ' | 2,800,000 | ' | ' | 723,420 | 400,000 | ' | 6,086,216 | ' | ' | ' | ' | 2,373,290 | ' | ' |
Percentage of market value on the grant date at which participant has option to purchase common stock | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Expiration period | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | '10 years | '8 years | ' | ' | ' | ' | ' |
Vesting period | '1 year | ' | ' | ' | '4 years | '4 years | ' | ' | ' | ' | '4 years | ' | ' | '3 years | ' | ' | ' |
Percentage of vesting rights after specified period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '25% on the first anniversary of the grant date, and the balance vests monthly thereafter | '25% on each anniversary of the grant date | '25% on each anniversary of the grant date | ' | ' | ' | ' |
Maximum amount that an employee can contribute during a purchase right period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000 | ' | ' |
Exercise price as percentage of fair market value on the first day of purchase right period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Exercise price as percentage of fair market value on the last day of purchase right period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' |
Stock-based compensation and related income tax benefits | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | 10,374,000 | 8,775,000 | 10,839,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | 800,000 | 900,000 |
Income tax benefit related to stock-based compensation | -3,696,000 | -3,048,000 | -4,288,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation, net of tax benefit | $6,678,000 | $5,727,000 | $6,551,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_and_Stock_3
Stockholders' Equity and Stock Compensation Plans (Details 2) (Stock options, USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Stock options | ' | ' | ' |
Number of Options | ' | ' | ' |
Outstanding at the beginning of the year (in shares) | 4,264,000 | ' | ' |
Granted (in shares) | 354,000 | ' | ' |
Exercised (in shares) | -1,180,000 | ' | ' |
Cancelled (in shares) | -55,000 | ' | ' |
Outstanding at the end of the period (in shares) | 3,383,000 | 4,264,000 | ' |
Vested or expected to vest at the end of the period (in shares) | 3,321,000 | ' | ' |
Exercisable at the end of the period (in shares) | 2,447,000 | ' | ' |
Weighted-Average Exercise Price per Share | ' | ' | ' |
Outstanding at the beginning of the year (in dollars per share) | $21.88 | ' | ' |
Granted (in dollars per share) | $28.58 | ' | ' |
Exercised (in dollars per share) | $28.07 | ' | ' |
Cancelled (in dollars per share) | $22.82 | ' | ' |
Outstanding at the end of the period (in dollars per share) | $23.14 | $21.88 | ' |
Vested or expected to vest at the end of the period (in dollars per share) | $23.10 | ' | ' |
Exercisable at the end of the period (in dollars per share) | $22.29 | ' | ' |
Weighted-Average Remaining Contractual Term | ' | ' | ' |
Outstanding at the end of the period | '3 years 10 months 24 days | ' | ' |
Vested or expected to vest at the end of the period | '3 years 9 months 18 days | ' | ' |
Exercisable at the end of the period | '5 years 8 months 12 days | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' |
Outstanding at the end of the period | $8,365,000 | ' | ' |
Vested or expected to vest at the end of the period | 8,217,000 | ' | ' |
Exercisable at the end of the period | 7,313,000 | ' | ' |
Other disclosures | ' | ' | ' |
Unrecognized compensation cost | 5,300,000 | ' | ' |
Weighted-average period to recognize the unrecognized compensation cost | '1 year 10 months 24 days | ' | ' |
Available for future awards (in shares) | 2,800,000 | ' | ' |
Weighted-average fair value of stock options granted (in dollars per share) | $9.36 | $8.74 | $8.37 |
Aggregate intrinsic value of options exercised | 9,300,000 | 6,400,000 | 6,100,000 |
Assumptions used in the Black-Scholes option-pricing model | ' | ' | ' |
Expected stock price volatility, minimum (as a percent) | 36.10% | 41.70% | 41.90% |
Expected stock price volatility, maximum (as a percent) | 38.80% | 42.20% | 44.00% |
Risk-free rate of return, annual, minimum (as a percent) | 1.30% | 0.60% | 0.70% |
Risk-free rate of return, annual, maximum (as a percent) | 1.50% | 1.30% | 1.10% |
Net cash proceeds from the exercise of stock options | 23,800,000 | 16,000,000 | 18,200,000 |
Income tax benefit realized from exercises of nonqualified stock options and disqualifying dispositions of qualified options | $4,600,000 | $3,700,000 | $3,200,000 |
Stockholders_Equity_and_Stock_4
Stockholders' Equity and Stock Compensation Plans (Details 3) (USD $) | 12 Months Ended | ||
Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Stockholder's equity and stock compensation plans | ' | ' | ' |
Vesting period | '1 year | ' | ' |
Restricted Stock Program | ' | ' | ' |
Stock-based compensation expense | $10,374,000 | $8,775,000 | $10,839,000 |
Restricted Stock Program | ' | ' | ' |
Weighted-Average Grant Date Fair Value | ' | ' | ' |
Granted (in dollars per share) | ' | $24.32 | ' |
Restricted Stock Program | ' | ' | ' |
Stock-based compensation expense | 4,600,000 | 2,200,000 | 3,000,000 |
Unrecognized compensation cost | $10,500,000 | ' | ' |
Restricted Stock | ' | ' | ' |
Stockholder's equity and stock compensation plans | ' | ' | ' |
Initially granted (in shares) | 117,067 | 108,350 | 105,567 |
Shares available for future award (in shares) | 723,420 | ' | ' |
Number of Shares | ' | ' | ' |
Nonvested balance at the beginning of the period (in shares) | 203,000 | ' | ' |
Granted (in shares) | 117,000 | ' | ' |
Vested (in shares) | -3,000 | ' | ' |
Forfeited (in shares) | -94,000 | ' | ' |
Nonvested balance at the end of the period (in shares) | 223,000 | 203,000 | ' |
Vested or expected to vest at the end of the period (in shares) | 223,000 | ' | ' |
Weighted-Average Grant Date Fair Value | ' | ' | ' |
Nonvested balance at the beginning of the period (in dollars per share) | $23.55 | ' | ' |
Granted (in dollars per share) | $28.58 | ' | ' |
Vested (in dollars per share) | $21.65 | ' | ' |
Forfeited (in dollars per share) | $23.44 | ' | ' |
Nonvested balance at the end of the period (in dollars per share) | $26.26 | $23.55 | ' |
Vested or expected to vest at the end of the period (in dollars per share) | $26.26 | ' | ' |
Performance-based restricted stock | ' | ' | ' |
Stockholder's equity and stock compensation plans | ' | ' | ' |
Period of growth in earnings per share considered to calculate percentage of shares vested | '3 years | ' | ' |
Additional shares awarded based on performance-based adjustments (in shares) | ' | 4,947 | 5,305 |
Base rate percentage for performance based adjustments | ' | 100.00% | ' |
Performance-based restricted stock | Minimum | ' | ' | ' |
Stockholder's equity and stock compensation plans | ' | ' | ' |
Percentage of shares that ultimately vest depending on fiscal year earnings per share growth rates | 0.00% | ' | ' |
Performance-based restricted stock | Maximum | ' | ' | ' |
Stockholder's equity and stock compensation plans | ' | ' | ' |
Percentage of shares that ultimately vest depending on fiscal year earnings per share growth rates | 140.00% | ' | ' |
RSUs | ' | ' | ' |
Stockholder's equity and stock compensation plans | ' | ' | ' |
Vesting period | '4 years | '4 years | ' |
Number of Shares | ' | ' | ' |
Nonvested balance at the beginning of the period (in shares) | 333,140 | ' | ' |
Granted (in shares) | 224,911 | 226,655 | ' |
Vested (in shares) | -92,000 | ' | ' |
Forfeited (in shares) | -34,000 | ' | ' |
Nonvested balance at the end of the period (in shares) | 432,289 | 333,140 | ' |
Weighted-Average Grant Date Fair Value | ' | ' | ' |
Nonvested balance at the beginning of the period (in dollars per share) | $23.70 | ' | ' |
Granted (in dollars per share) | $28.53 | ' | ' |
Vested (in dollars per share) | $23.58 | ' | ' |
Forfeited (in dollars per share) | $25.58 | ' | ' |
Nonvested balance at the end of the period (in dollars per share) | $26.09 | $23.70 | ' |
Stockholders_Equity_and_Stock_5
Stockholders' Equity and Stock Compensation Plans (Details 4) (USD $) | 12 Months Ended | ||
Share data in Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
ESPP | ' | ' | ' |
Stock-based compensation expense | $10,374,000 | $8,775,000 | $10,839,000 |
ESPP | ' | ' | ' |
Stockholder's equity and stock compensation plans | ' | ' | ' |
Shares purchased | 245 | 253 | 289 |
Weighted-average purchase price (in dollars per share) | $22.99 | $21.96 | $18.35 |
Cash received from exercise of purchase rights | 5,604,000 | 5,551,000 | 5,300,000 |
Aggregate intrinsic value | 1,221,000 | 1,140,000 | 935,000 |
Assumptions used in the Black-Scholes option-pricing model | ' | ' | ' |
Expected stock price volatility (as a percent) | 29.20% | 27.10% | 34.70% |
Risk-free rate of return, annual (as a percent) | 0.10% | 0.10% | 0.10% |
Expected life | '1 year | '1 year | '1 year |
ESPP | ' | ' | ' |
Stock-based compensation expense | 700,000 | 800,000 | 900,000 |
Unrecognized compensation cost | 200,000 | 200,000 | ' |
Accumulated amount by participants to purchase the entity's common stock | $2,900,000 | ' | ' |
Retirement_Plans_Details
Retirement Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Retirement Plans | ' | ' | ' |
Minimum service period for employee to participate in the defined contribution plans | '1 year | ' | ' |
Employer contributions to the plans | $9.60 | $9.50 | $14.70 |
Assets related to deferred compensation plans | 20.1 | 17.2 | ' |
Liabilities related to deferred compensation plans | $19.90 | $16.10 | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Number of weighted-average shares used to compute basic and diluted EPS: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) attributable to Tetra Tech | $22,586 | $26,657 | $31,709 | $27,315 | $25,200 | ($78,385) | $24,820 | $26,224 | $108,266 | ($2,141) | $104,380 |
Weighted-average common shares outstanding - basic | 63,602,000 | 64,566,000 | 64,835,000 | 64,227,000 | 64,272,000 | 64,832,000 | 64,551,000 | 63,864,000 | 64,379,000 | 64,544,000 | 63,217,000 |
Effect of diluted stock options and unvested restricted stock | ' | ' | ' | ' | ' | ' | ' | ' | 767,000 | ' | 717,000 |
Weighted-average common stock outstanding - diluted | 64,235,000 | 65,302,000 | 65,710,000 | 65,048,000 | 64,853,000 | 64,832,000 | 65,472,000 | 64,608,000 | 65,146,000 | 64,544,000 | 63,934,000 |
Earnings per share attributable to Tetra Tech: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | $0.36 | $0.41 | $0.49 | $0.43 | $0.39 | ($1.21) | $0.38 | $0.41 | $1.68 | ($0.03) | $1.65 |
Diluted (in dollars per share) | $0.35 | $0.41 | $0.48 | $0.42 | $0.39 | ($1.21) | $0.38 | $0.41 | $1.66 | ($0.03) | $1.63 |
Stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Securities excluded from the calculation of dilutive potential common shares | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 1,900,000 |
Potential common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Securities excluded from the calculation of dilutive potential common shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | Sep. 28, 2014 | Mar. 31, 2013 | Jul. 03, 2011 | Jul. 03, 2011 | Apr. 04, 2010 | Apr. 04, 2010 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 | Sep. 28, 2014 |
Not designated as hedging instruments | Not designated as hedging instruments | Not designated as hedging instruments | Foreign currency forward contracts and interest rate swap agreements | Foreign currency forward contracts | Foreign currency forward contracts | Foreign currency forward contracts | Foreign currency forward contracts | Foreign currency forward contracts | Interest rate swap agreements | Interest rate swap agreements | Interest rate swap agreement bearing fixed rate 1.36% | Interest rate swap agreement bearing fixed rate 1.34% | Interest rate swap agreement bearing fixed rate 1.35% | Interest rate swap agreement bearing fixed rate 1.23% | Interest rate swap agreement bearing fixed rate 1.24% | |
item | item | item | Derivatives designated as hedging instruments | USD ($) | USD ($) | CAD | USD ($) | CAD | Designated as cash flow hedges | Designated as cash flow hedges | Designated as cash flow hedges | Designated as cash flow hedges | Designated as cash flow hedges | Designated as cash flow hedges | Designated as cash flow hedges | |
USD ($) | item | Derivatives designated as hedging instruments | Derivatives designated as hedging instruments | Derivatives designated as hedging instruments | Derivatives designated as hedging instruments | Derivatives designated as hedging instruments | Derivatives designated as hedging instruments | Derivatives designated as hedging instruments | ||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||
item | item | |||||||||||||||
Derivative financial instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of each new foreign currency forward contract | ' | ' | ' | ' | ' | $4,200,000 | 4,200,000 | $3,900,000 | 4,200,000 | ' | ' | ' | ' | ' | ' | ' |
Number of foreign currency forward contracts settled | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement amount of the foreign currency forward contract | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of derivative agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 3 | ' | ' | ' | ' | ' |
Amount of effective portion of derivatives before tax effect | ' | ' | ' | ' | ' | ' | ' | ' | ' | -200,000 | 900,000 | ' | ' | ' | ' | ' |
Amount expected to be reclassified from accumulated other comprehensive income to interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | -200,000 | 900,000 | ' | ' | ' | ' | ' |
Period of reclassification from accumulated other comprehensive income to interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' |
Notional Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,609,000 | 50,609,000 | 50,609,000 | 25,305,000 | 25,305,000 |
Fixed Rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.36% | 1.34% | 1.35% | 1.23% | 1.24% |
Amounts excluded from effectiveness testing | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of derivative instruments | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Details 2) (Interest rate swap agreements, Derivatives designated as hedging instruments, Designated as cash flow hedges, Other current liabilities, USD $) | Sep. 28, 2014 | Sep. 29, 2013 |
In Thousands, unless otherwise specified | ||
Interest rate swap agreements | Derivatives designated as hedging instruments | Designated as cash flow hedges | Other current liabilities | ' | ' |
Derivative financial instruments | ' | ' |
Derivative liabilities, Fair Value of Derivative Instruments | $45 | $987 |
Reclassifications_Out_of_Accum2
Reclassifications Out of Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 |
Reclassifications out of accumulated other comprehensive income (loss) | ' | ' |
Balances at the end of the period | ($42,538) | $1,858 |
Foreign Currency Translation Adjustments | ' | ' |
Reclassifications out of accumulated other comprehensive income (loss) | ' | ' |
Balances at the beginning of the period | 2,340 | 31,110 |
Other comprehensive income (loss) before reclassifications | -45,425 | -28,770 |
Net current-period other comprehensive (loss) income | -45,425 | -28,770 |
Balances at the end of the period | -43,085 | 2,340 |
Loss on Derivative Instruments | ' | ' |
Reclassifications out of accumulated other comprehensive income (loss) | ' | ' |
Balances at the beginning of the period | -482 | -93 |
Other comprehensive income (loss) before reclassifications | 3,317 | -63 |
Net current-period other comprehensive (loss) income | 1,029 | -389 |
Balances at the end of the period | 547 | -482 |
Loss on Derivative Instruments | Foreign exchange contracts | ' | ' |
Reclassifications out of accumulated other comprehensive income (loss) | ' | ' |
Amounts reclassified from accumulated other comprehensive income | ' | -164 |
Loss on Derivative Instruments | Interest rate contracts | ' | ' |
Reclassifications out of accumulated other comprehensive income (loss) | ' | ' |
Amounts reclassified from accumulated other comprehensive income | -2,288 | -162 |
Accumulated Other Comprehensive Income | ' | ' |
Reclassifications out of accumulated other comprehensive income (loss) | ' | ' |
Balances at the beginning of the period | 1,858 | 31,017 |
Other comprehensive income (loss) before reclassifications | -42,108 | -28,833 |
Net current-period other comprehensive (loss) income | -44,396 | -29,159 |
Balances at the end of the period | -42,538 | 1,858 |
Accumulated Other Comprehensive Income | Foreign exchange contracts | ' | ' |
Reclassifications out of accumulated other comprehensive income (loss) | ' | ' |
Amounts reclassified from accumulated other comprehensive income | ' | -164 |
Accumulated Other Comprehensive Income | Interest rate contracts | ' | ' |
Reclassifications out of accumulated other comprehensive income (loss) | ' | ' |
Amounts reclassified from accumulated other comprehensive income | ($2,288) | ($162) |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 28, 2014 |
Fair Value Measurements | ' |
Net borrowing under amended credit agreement | $202.40 |
Joint_Ventures_Details
Joint Ventures (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Aggregate revenue of consolidated joint ventures | $622,179,000 | $629,502,000 | $586,285,000 | $645,848,000 | $698,376,000 | $614,835,000 | $641,999,000 | $658,545,000 | $2,483,814,000 | $2,613,755,000 | $2,711,075,000 |
Restricted cash and cash equivalents of consolidated joint ventures | 4,500,000 | ' | ' | ' | 4,500,000 | ' | ' | ' | 4,500,000 | 4,500,000 | ' |
Unconsolidated Joint Ventures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity in earnings from unconsolidated joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | 2,804,000 | 3,461,000 | 2,916,000 |
Carrying value of assets of unconsolidated joint ventures | 20,100,000 | ' | ' | ' | 24,000,000 | ' | ' | ' | 20,100,000 | 24,000,000 | ' |
Carrying value of liabilities of unconsolidated joint ventures | 18,000,000 | ' | ' | ' | 21,800,000 | ' | ' | ' | 18,000,000 | 21,800,000 | ' |
Consolidated Joint Ventures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate revenue of consolidated joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | 12,300,000 | 15,600,000 | 19,300,000 |
Restricted cash and cash equivalents of consolidated joint ventures | $1,400,000 | ' | ' | ' | $1,200,000 | ' | ' | ' | $1,400,000 | $1,200,000 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (BPR Triax) | Mar. 31, 2013 | Apr. 17, 2012 |
item | employee | |
BPR Triax | ' | ' |
Loss contingencies | ' | ' |
Number of employees of BPR Triax charged with allegations of corruption | ' | 2 |
Number of government contracts cited in testimony | 5 | ' |
Reportable_Segments_Details
Reportable Segments (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 | |
Financial information concerning reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | $622,179,000 | $629,502,000 | $586,285,000 | $645,848,000 | $698,376,000 | $614,835,000 | $641,999,000 | $658,545,000 | $2,483,814,000 | $2,613,755,000 | $2,711,075,000 |
Operating income (loss) | ' | 24,763,000 | 39,167,000 | 46,186,000 | 43,718,000 | 40,626,000 | -99,884,000 | 37,667,000 | 41,809,000 | 153,833,000 | 20,218,000 | 166,367,000 |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,452,000 | 29,548,000 | 26,651,000 |
Goodwill impairment charge | 0 | ' | ' | ' | ' | ' | 56,600,000 | ' | ' | ' | 56,600,000 | 914,000 |
Amortization expense for intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,300,000 | 32,400,000 | 29,600,000 |
Fair value adjustments to contingent consideration liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,694,000 | 9,560,000 | 19,246,000 |
Total assets | ' | 1,776,404,000 | ' | ' | ' | 1,799,092,000 | ' | ' | ' | 1,776,404,000 | 1,799,092,000 | ' |
ECS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information concerning reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 963,024,000 | 1,035,983,000 | 1,155,256,000 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76,015,000 | 44,598,000 | 96,220,000 |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,704,000 | 10,494,000 | 10,126,000 |
Goodwill impairment charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56,600,000 | ' |
Total assets | ' | 920,890,000 | ' | ' | ' | 912,996,000 | ' | ' | ' | 920,890,000 | 912,996,000 | ' |
TSS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information concerning reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 912,749,000 | 932,375,000 | 1,020,779,000 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 91,859,000 | 71,842,000 | 71,767,000 |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,303,000 | 2,839,000 | 3,227,000 |
Total assets | ' | 741,011,000 | ' | ' | ' | 673,864,000 | ' | ' | ' | 741,011,000 | 673,864,000 | ' |
RCM | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information concerning reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 703,253,000 | 725,689,000 | 621,957,000 |
Operating income (loss) | ' | -35,100,000 | ' | ' | ' | ' | ' | ' | ' | -34,310,000 | -6,706,000 | 22,374,000 |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,342,000 | 13,160,000 | 10,233,000 |
Total assets | ' | 408,238,000 | ' | ' | ' | 435,053,000 | ' | ' | ' | 408,238,000 | 435,053,000 | ' |
Inter-segment elimination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information concerning reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | -95,212,000 | -80,292,000 | -86,917,000 |
Corporate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial information concerning reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,269,000 | -89,516,000 | -23,994,000 |
Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,103,000 | 3,055,000 | 3,065,000 |
Goodwill impairment charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 56,600,000 | ' |
Amortization expense for intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,300,000 | 32,400,000 | 29,600,000 |
Fair value adjustments to contingent consideration liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,700,000 | 9,600,000 | 19,200,000 |
Total assets | ' | ($293,735,000) | ' | ' | ' | ($222,821,000) | ' | ' | ' | ($293,735,000) | ($222,821,000) | ' |
Reportable_Segments_Details_2
Reportable Segments (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Reportable Segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $622,179 | $629,502 | $586,285 | $645,848 | $698,376 | $614,835 | $641,999 | $658,545 | $2,483,814 | $2,613,755 | $2,711,075 |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reportable Segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 1,840,129 | 1,915,780 | 2,046,700 |
Long-Lived Assets | 95,425 | ' | ' | ' | 110,313 | ' | ' | ' | 95,425 | 110,313 | 100,958 |
Foreign countries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reportable Segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 643,685 | 697,975 | 664,375 |
Long-Lived Assets | $68,187 | ' | ' | ' | $90,435 | ' | ' | ' | $68,187 | $90,435 | $70,010 |
Reportable_Segments_Details_3
Reportable Segments (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Revenue by client sector | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold percentage for disclosure of revenue from a single client | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | 10.00% |
Revenue | $622,179 | $629,502 | $586,285 | $645,848 | $698,376 | $614,835 | $641,999 | $658,545 | $2,483,814 | $2,613,755 | $2,711,075 |
International | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue by client sector | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 643,685 | 697,975 | 664,375 |
U.S. commercial | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue by client sector | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 719,006 | 693,677 | 718,457 |
U.S. federal government | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue by client sector | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 766,514 | 829,790 | 1,008,424 |
U.S. state and local government | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue by client sector | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | $354,609 | $392,313 | $319,819 |
Accounts Receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue by client sector | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of clients exceeding threshold | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Quarterly_Financial_Informatio2
Quarterly Financial Information-Unaudited (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Share data in Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 29, 2013 | Sep. 29, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 30, 2012 | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
item | ||||||||||||
Quarterly financial information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of programs for which project charges recorded | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' |
Reduction in operating income due to project charge | ' | ' | ' | ' | ' | ' | $35,500,000 | ' | ' | ' | ' | ' |
Reduction in operating income due to charge related to Eastern Canada and global mining operations | ' | ' | ' | ' | ' | ' | 28,200,000 | ' | ' | ' | ' | ' |
Revenue | ' | 622,179,000 | 629,502,000 | 586,285,000 | 645,848,000 | 698,376,000 | 614,835,000 | 641,999,000 | 658,545,000 | 2,483,814,000 | 2,613,755,000 | 2,711,075,000 |
Operating income (loss) | ' | 24,763,000 | 39,167,000 | 46,186,000 | 43,718,000 | 40,626,000 | -99,884,000 | 37,667,000 | 41,809,000 | 153,833,000 | 20,218,000 | 166,367,000 |
Non-cash goodwill impairment charges | 0 | ' | ' | ' | ' | ' | 56,600,000 | ' | ' | ' | 56,600,000 | 914,000 |
Net income attributable to Tetra Tech | ' | 22,586,000 | 26,657,000 | 31,709,000 | 27,315,000 | 25,200,000 | -78,385,000 | 24,820,000 | 26,224,000 | 108,266,000 | -2,141,000 | 104,380,000 |
Earnings per share attributable to Tetra Tech: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | ' | $0.36 | $0.41 | $0.49 | $0.43 | $0.39 | ($1.21) | $0.38 | $0.41 | $1.68 | ($0.03) | $1.65 |
Diluted (in dollars per share) | ' | $0.35 | $0.41 | $0.48 | $0.42 | $0.39 | ($1.21) | $0.38 | $0.41 | $1.66 | ($0.03) | $1.63 |
Weighted-average common shares outstanding: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in shares) | ' | 63,602 | 64,566 | 64,835 | 64,227 | 64,272 | 64,832 | 64,551 | 63,864 | 64,379 | 64,544 | 63,217 |
Diluted (in shares) | ' | 64,235 | 65,302 | 65,710 | 65,048 | 64,853 | 64,832 | 65,472 | 64,608 | 65,146 | 64,544 | 63,934 |
RCM | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly financial information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of programs for which project charges recorded | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | 703,253,000 | 725,689,000 | 621,957,000 |
Operating income (loss) | ' | -35,100,000 | ' | ' | ' | ' | ' | ' | ' | -34,310,000 | -6,706,000 | 22,374,000 |
Project charges | ' | 25,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of lines of business decided to exit or wind-down | ' | 2 | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Contingent earn-out liabilities | ' | $23,800,000 | ' | ' | ' | ' | ' | ' | ' | $23,800,000 | ' | ' |
SCHEDULE_IIVALUATION_AND_QUALI1
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2014 | Sep. 29, 2013 | Sep. 30, 2012 |
Allowance for doubtful accounts | ' | ' | ' |
Changes in valuation and qualifying accounts and reserves | ' | ' | ' |
Balance at Beginning of Period | $44,623 | $35,552 | $32,244 |
Additions (Charged to Costs, Expenses and Revenue) | 1,467 | 13,818 | 4,768 |
Deductions | -4,855 | -4,452 | -2,356 |
Other | -1,455 | -295 | 896 |
Balance at End of Period | 39,780 | 44,623 | 35,552 |
Income tax valuation allowance | ' | ' | ' |
Changes in valuation and qualifying accounts and reserves | ' | ' | ' |
Balance at Beginning of Period | 7,459 | 2,512 | ' |
Additions (Charged to Costs, Expenses and Revenue) | 396 | 4,947 | 2,512 |
Other | -279 | ' | ' |
Balance at End of Period | $7,576 | $7,459 | $2,512 |