United States securities and exchange commission logo
January 30, 2024
Steven Burdick
Executive Vice President and Chief Financial Officer
Tetra Tech, Inc.
3475 East Foothill Boulevard
Pasadena, CA 91107
Re: Tetra Tech, Inc.
Form 10-K for
Fiscal Year Ended October 1, 2023
Form 8-K Furnished
November 15, 2023
File No. 000-19655
Dear Steven Burdick:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended October 1, 2023
Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations, page 35
1. A significant portion
of your results of operations disclosure is dedicated to stating, in
narrative text form,
dollar and percentage changes in accounts that are included in
accompanying tables. In
addition, while you discuss certain factors to which changes are
attributable, you do
not quantify certain of these factors nor analyze the underlying
business reasons for
the changes. For example, you state the increase in GSG revenue in
2023 reflect higher
U.S. state and local government activities related to digital water and
U.S. federal programs,
partially offset by lower disaster response revenue, but you do not
quantify these factors
nor analyze the underlying reasons for the change. As such, please
consider revising your
disclosure by:
relying on tables
to present dollar and percentage changes in accounts, rather than
including and
repeating such information in narrative text form;
Steven Burdick
Tetra Tech, Inc.
January 30, 2024
Page 2
using additional tables to list, quantify, and sum all of the
material individual factors
to which changes in accounts are attributable;
refocusing the narrative text portion of the disclosure on
analysis of the underlying
business reasons for the individual factors in the tables above;
ensuring that all material factors are quantified and analyzed;
and
quantifying the effects of changes in price, volume, and
acquisitions on revenues and
expense categories, where appropriate.
In addition, please revise to quantify the portion of the $600 million
of revenue growth
from the RPS Group acquisition for each revenue category and discuss
and analyze other
costs of revenue directly. Refer to the introductory paragraph to Item
303 of Regulation S-
K.
Financial Condition, Liquidity and Capital Resources
Operating Activities, page 40
2. Please revise your discussion and analysis of cash flows to analyze
the underlying reasons
for material changes, as well as on their reasonably likely impact on
future cash flows and
cash management decisions. Where reported amounts of cash provided and
used by
operations, investing activities or financing have been consistent, if
the underlying sources
of those cash flows have materially varied, analysis of that
variability should be provided.
Please note that merely citing changes in results, working capital
items, and noncash items
reported in the statement of cash flows may not provide a sufficient
basis to understand
changes in operating cash between periods. Refer to section IV.B and
B.1 of Release No.
33-8350 for guidance.
Earnings Release on Form 8-K Furnished November 15, 2023
Investor Presentation for Earnings Call Held on November 16, 2023
EBITDA Margin Trend on U.S. and International Reporting Basis
Reconciliation Summary for EBITDA, IFRS and Net Service Revenue (NSR)
3. We note you present non-IFRS measures in the PowerPoint slides furnished
in
conjunction with your earnings call held on November 16, 2023 for the
fourth quarter
ended October 1, 2023. Please present the most directly comparable GAAP
or IFRS
measure for these non-IFRS measures and reconcile the non-IFRS measures
to the most
directly comparable GAAP or IFRS measures. In addition, please explain
the purpose of
presenting the IFRS adjusted measures on a comparative basis with the
non-GAAP
measures for Adjusted EBITDA Margin, Net Service Revenue, and EBITDA
margin as a
FirstName LastNameSteven Burdick
percentage of NSR and why this is appropriate. Refer to Items 100(a)(1)
and 100(a)(2)
Comapany NameTetra
and Question Tech,ofInc.
103.02 the Compliance and Disclosure Interpretation
on Non-GAAP
Financial Measures.
January 30, 2024 Page 2
FirstName LastName
Steven Burdick
FirstName
Tetra Tech,LastNameSteven Burdick
Inc.
Comapany
January 30,NameTetra
2024 Tech, Inc.
January
Page 3 30, 2024 Page 3
FirstName LastName
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services