Acquisitions (Tables)

12 Months Ended

Oct. 01, 2023

Business Combination and Asset Acquisition [Abstract]

Preliminary purchase price allocation

The table below represents the preliminary purchase price allocation for RPS based on estimates, assumptions, valuations and other analyses as of January 23, 2023, that has not been finalized in order to make a definitive allocation. The purchase consideration, excluding the aforementioned forward contract gain, is allocated to the tangible and intangible assets, and liabilities of RPS based on their estimated fair values, with any excess purchase consideration allocated to goodwill as follows (in thousands):

	Amount
Cash and cash equivalents	$	32,093
Accounts receivable and contract assets	202,303
Prepaid expenses and other current assets	45,999
Income taxes receivables	1,999
Property and equipment	38,435
Right-of-use assets, operating leases	40,179
Intangible assets	174,094
Deferred income taxes	36,388
Other long-term assets	1,061
Total assets acquired	572,551
Account Payable	$	(44,376)
Accrued compensation	(19,073)
Contract liabilities	(46,287)
Income tax payable	(7,083)
Short-term lease liabilities, operating leases	(13,477)
Other current liabilities	(135,474)
Current portion of long-term debt	(91,973)
Long-term lease liabilities, operating leases	(26,702)
Other long-term liabilities	(18,571)
Deferred tax liabilities	(41,613)
Total liabilities assumed	(444,629)
Fair value of net assets acquired	127,922
Goodwill	656,287
Total purchase consideration	$	784,209

Schedule of fair value assigned to acquired intangible assets

The following table summarizes the estimated fair values that were assigned to intangible assets at the acquisition date:

	Fair Value		Weighted-Average Estimated Useful Life
	(in thousands)		(in years)
Backlog	$	27,880	1.6
Trade names	27,260		3.0
Client relations	118,954		11.1
Total intangible assets acquired	$	174,094	8.3

Supplemental consolidated financial results

Following are the supplemental consolidated financial results of Tetra Tech and RPS on an unaudited pro forma basis, as if the RPS acquisition had been consummated as of the beginning of fiscal 2022 (in thousands):

	Fiscal Year Ended
	October 1, 2023		October 2, 2022
Revenue	$	4,780,404	$	4,271,580
Net income including noncontrolling interests	$	223,857	$	152,964

Summary of changes in the carrying value of estimated contingent earn-out liabilities

The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands):

	Fiscal Year Ended
	October 1, 2023		October 2, 2022		October 3, 2021
Beginning balance	$	65,566	$	59,297	$	32,617
Acquisition date fair value of contingent earn-out liabilities	12,248		31,341		50,235
Change in fair value of contingent earn-out liabilities	2,480		2,184		992
Re-measurement of contingent earn-out liabilities	12,255		329		(3,273)
Foreign exchange impact	2,201		(7,152)		(596)
Earn-out payments:
Reported as cash used in operating activities	—		(310)		(427)
Reported as cash used in financing activities	(21,328)		(20,123)		(20,251)
Ending balance	$	73,422	$	65,566	$	59,297