What changed in this filing

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Item 1A. Risk Factors

2022-12-21 compared with 2021-12-22 · 82 added, 111 removed, 132 unchanged (59% of the section changed)

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You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) and the consolidated financial statements and accompanying notes (the “Financial Statements”).

Risks Relating to the Pandemic

The Pandemic has had and is expected to continue having a negative effect on the global economy and the United States economy.

It has disrupted and is expected to continue disrupting our operations and our clients’ operations, which may adversely affect our business, results of operations, cash flows, and financial condition.

The Pandemic and measures taken by authorities in response to the Pandemic, such as travel bans and restrictions, shelter-in-place/stay-at-home orders, and business and school shutdowns, have disrupted and are expected to continue disrupting the economy and our business.

These disruptions heighten the potential adverse effects on our business, financial condition, results of operations, and cash flows that are described in certain of the risk factors described below.

The evolving scale and scope of the Pandemic will affect the degree of these adverse effects, including, but not limited to, the likelihood of and impacts from:

• overall economic conditions, which have been and will likely continue to be adversely impacted by the Pandemic and related shutdowns;

• our ability to maintain sufficient key personnel due to employee illness, quarantine requirements, vaccine requirements, worker absences, social-distancing requirements, and travel or other restrictions;

• reduced availability and productivity of labor;

• continued or expanded closures of our clients’ facilities;

• our clients’ demand and ability to pay for our services, or attempts by our clients to defer payments owed to us;

• our ability to obtain new clients, expand, or otherwise execute strategic plans;

• our ability to comply with new legal or regulatory requirements enacted in connection with the Pandemic;

• legal actions or proceedings related to the Pandemic;

• the ability of third parties on which we rely, including our suppliers, to timely meet their obligations to us, or significant disruptions in their ability to do so.

The extent of the impact of the Pandemic depends on future developments and remains highly uncertain due to the unknown duration and severity of the Pandemic.

Given these uncertainties, we cannot estimate the full impacts the Pandemic will have on our business, results of operations, cash flows, or financial condition, but the adverse impacts could be material.

Risks Relating to Our Strategy and Operations

Our success depends on our ability to gain profitable business despite competitive market pressures.

Each aspect of our business is highly competitive and such competition is based primarily on price, quality of service, and ability to anticipate and respond to industry changes.

A majority of our revenue is derived from services that require competitive bids.

The low cost of entry in the facility services business results in a very competitive market.

We compete mainly with regional and local owner-operated companies that may have more acute vision into local markets and significantly lower labor and overhead costs, providing them with a competitive advantage in those regards.

Each market we provide services for is highly competitive and such competition is based primarily on price, quality of service, reputation, and ability to anticipate and respond to industry changes.

A majority of our revenue is derived from services that require competitive bids from multiple suppliers.

The low barrier of entry in the facility services business results in a very competitive market.

We compete mainly with regional and local owner-operated companies that may have more insight into local market dynamics and significantly lower operating costs, providing them with a competitive advantage in those regards.

We also compete indirectly with companies that can perform for themselves one or more of the services we provide.

Further, if we are unable to respond adequately to changing technology, we may

lose existing clients and fail to win future business opportunities.

Further, if we are unable to respond adequately to market shifts and changing technology, we may lose existing clients and fail to win future business opportunities.

A failure to respond effectively to competitive pressures or failure in our ability to increase prices as costs rise could reduce margins and materially adversely affect our financial performance.

Our business success depends on our ability to attract and retain qualified personnel and senior management and to manage labor costs.

Our future performance depends on the continuing services and contributions of our senior management and on our continued ability to attract and retain qualified personnel.

Any unplanned turnover in senior management or inability to attract and retain qualified personnel could have a negative effect on our results of operations.

Our results of operations can be adversely affected by labor shortages, turnover, and labor cost increases.

We employ approximately 127,000 persons, and our operations depend on the services of a large and diverse workforce.

We must attract, train, and retain a large and growing number of qualified employees while controlling related labor costs.

Our ability to control labor and benefit costs is subject to numerous internal and external factors, including changes in the unemployment rate, changes in immigration policy, regulatory changes, prevailing wage rates, and competition we face from other companies for qualified employees.

During 2021, we experienced an overall tightening and increasingly competitive labor market.

This was attributed to, among other things, increased federal unemployment subsidies, including unemployment benefits offered in response to the ongoing Pandemic, and other government regulations.

A sustained labor shortage could lead to increased costs, such as increased overtime incurred to meet the demands of our customers and increased wage rates to attract and retain employees.

During 2022, we continued to experience labor shortages, inflationary pressures on wages, and an increasingly competitive labor market.

A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs, such as increased overtime incurred and/or increased usage of temporary labor to meet the demands of our customers, as well as increased wage rates to attract and retain employees.

Further, many of our contracts provide that our clients pay certain costs at specified rates, such as insurance, healthcare costs, salary and salary-related expenses, and other costs.

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There is no assurance that in the future we will be able to attract or retain qualified employees or effectively manage labor and benefit costs, which could have a material adverse effect on our business, financial condition, and results of operations.

We may not be able to attract and retain qualified personnel and senior management we need to support our business.

Our future performance depends on the continuing efforts and contributions of our senior management and on our continued ability to attract and retain qualified personnel.

Any unplanned turnover in senior management or inability to attract and retain qualified personnel could have a negative effect on our results of operations.

In addition, activities related to identifying, recruiting, hiring, and integrating qualified management employees may require significant time and expense.

We may not be able to locate suitable replacements for any key employees who leave, or offer employment to potential replacements on reasonable terms, each of which may adversely affect our business and financial results.

Investments in and changes to our businesses, operating structure, financial reporting structure, or personnel relating to our ELEVATE strategy, including the implementation of strategic transformations, enhanced business processes, and technology initiatives, may not have the desired effects on our financial condition and results of operations.

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Among other things, adverse publicity stemming from an accident or other incident involving our facility operations or employees related to injury, illness, death, or alleged criminal activity could harm our reputation, result in the cancellation of contracts or inability to retain clients, and expose us to significant liability.

Our use of subcontractors or joint venture partners to perform work under customer contracts exposes us to liability and financial risk.

We depend on subcontractors or other parties, such as joint venture partners, to perform work in situations in which we are not able to self-perform the work involved.

Such arrangements may involve subcontracts or joint venture relationships where we do not have direct control over the performing party.

We may be exposed to liability whenever one or more of our subcontractors or joint venture partners, for whatever reason, fails to perform or allegedly negligently performs the agreed-upon services.

Although we have controls and programs in place to monitor the work of our subcontractors and our joint venture partners, there can be no assurance that these controls or programs will have the desired effect, and we may incur significant liability as a result of the actions or inactions of one or more of our subcontractors or joint venture partners.

Our international business involves risks different from those we face in the United States that could have an effect on our results of operations and financial condition.

We have business operations in jurisdictions outside of the United States, most significantly in the United Kingdom.

We have business operations in jurisdictions outside of the United States, most significantly in the UK.

Our international operations are subject to risks that are different from those we face in the United States and subject us to complex and frequently changing laws and regulations, including differing labor laws and regulations relating to the protection of certain information that we collect and maintain about our employees, clients, and other third parties.

Among these laws is the U.K.

Modern Slavery Act, the U.K.

Bribery Act, and the European Union General Data Protection Regulation (the “GDPR”), which took effect in May 2018.

The failure to

comply with these laws or regulations could subject us to significant litigation, monetary damages, regulatory enforcement actions, or fines in one or more jurisdictions.

More generally, the economic, political, monetary, and operational impacts of Brexit, including unanticipated impacts to the U.K.

real estate market and general economic conditions in the United Kingdom, could negatively impact our U.K.

business, including reducing our margins.

Among these laws is the UK Modern Slavery Act, the UK Bribery Act, and the European Union General Data Protection Regulation (the “GDPR”), which took effect in May 2018.

The failure to comply with these laws or regulations could subject us to significant litigation, monetary damages, regulatory enforcement actions, or fines in one or more jurisdictions.

More generally, the economic, political, monetary, and operational impacts related to Britain’s exit from the European Union, including impacts to the UK real estate market and general economic conditions in the United Kingdom, could negatively impact our UK business, including reducing our margins.

In addition, when we participate in joint ventures that operate outside of the United States where we are not a controlling party, we may have limited control over the joint venture.

Any improper actions by our joint venture employees, partners, or agents, including, but not limited to, failure to comply with the U.S.

Foreign Corrupt Practices Act, the U.K.

Bribery Act, and/or laws relating to human trafficking, could result in civil or criminal investigations, monetary and non-monetary penalties, or other consequences, any of which could have an adverse effect on our financial position as well as on our reputation and ability to conduct business.

Foreign Corrupt Practices Act, the UK Bribery Act, and/or laws relating to human trafficking, could result in civil or criminal investigations, monetary and non-monetary penalties, or other consequences, any of which could have an adverse effect on our financial position as well as on our reputation and ability to conduct business.

Additionally, the operating results of our non-U.S.

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There can be no assurance that the foregoing factors will not have a material adverse effect on our international operations or on our consolidated financial condition and results of operations.

Our use of subcontractors or joint venture partners to perform work under customer contracts exposes us to liability and financial risk.

We depend on subcontractors or other parties, such as joint venture partners, to perform work in situations in which we are not able to self-perform the work involved.

Such arrangements may involve subcontracts or joint venture relationships where we do not have direct control over the performing party.

We may be exposed to liability whenever one or more of our subcontractors or joint venture partners, for whatever reason, fails to perform or allegedly negligently performs the agreed-upon services.

Although we have in place controls and programs to monitor the work of our subcontractors and our joint venture partners, there can be no assurance that these controls or programs will have the desired effect, and we may incur significant liability as a result of the actions or inactions of one or more of our subcontractors or joint venture partners.

Risks Relating to Acquisitions, Including the Able Acquisition, and Relating to Divestitures, or Strategic Transactions

Risks Relating to Market and Economic Conditions

Negative changes in general economic conditions, such as recessionary pressures, durable and non-durable goods pricing, changes in energy prices, or changes in consumer goods pricing, as well as potential declines in our clients’ office spaces, could reduce the demand for facility services and, as a result, reduce our earnings and adversely affect our financial condition.

Slow domestic and international economic activity or other negative changes in global, national, and local economic conditions could have a negative impact on our business.

These adverse economic conditions could cause a decline in our clients’ demand and ability to pay for our services, or attempts by our clients to defer payments owed to us.

Additionally, in certain geographic areas and service lines, our most profitable revenues are related to supplemental services requested by clients outside of the standard service specification (“work orders”).

Potential declines in commercial real estate office space could result in a decline in demand for our services and/or in scope of work, including work orders, and depressed prices for our services, which could affect our financial position.

Our energy efficiency projects are designed to reduce a client’s overall consumption of commodities, such as electricity and natural gas.

Downward fluctuations in commodity prices may reduce client demand for projects that are designed to reduce a client’s overall consumption of commodities, such as electricity and natural gas.

Additionally, we depend, in part, on federal and state legislation and policies that support energy efficiency projects.

If current legislation or policies are amended, eliminated, or not extended beyond their current expiration dates, or if funding for energy incentives is reduced or delayed, it could also adversely affect our ability to obtain new business.

All of these factors could have an adverse effect on our financial position, results of operations, and cash flows.

Risks Relating to Acquisitions, Divestitures, or Strategic Transactions

Acquisitions, divestitures, and other strategic transactions could fail to achieve financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations.

In furtherance of our business strategy, we routinely evaluate opportunities and may enter into agreements for possible acquisitions, divestitures, or other strategic transactions.

In the past, a significant portion of our growth has been generated by acquisitions, and we may continue to acquire businesses in the future as part of our growth strategy.

A significant portion of our growth has been generated by acquisitions, and we may continue to acquire businesses in the future as part of our growth strategy.

However, we may encounter challenges identifying opportunities in a timely manner or on terms acceptable to us.

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• unanticipated or unknown liabilities may arise related to an acquired business.

We may experience difficulties integrating Able and may not realize the growth opportunities and cost synergies that are anticipated from the Able Acquisition

There is a significant degree of difficulty, management distraction, and expense inherent in the process of integrating an acquisition as sizable as Able.

The process of integrating Able could cause an interruption of, or loss of momentum in, our activities, including with respect to our ELEVATE program or the activities of the Able business.

Members of our senior management may be required to devote considerable time to this integration process, which will decrease the time they will have to manage our Company, service existing clients, and attract new clients.

If senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer.

Additionally, the benefits that are expected to result from the Able Acquisition will depend, in part, on our ability to realize the anticipated growth opportunities and cost synergies as a result of the Able Acquisition.

Our success in realizing these growth opportunities and cost synergies, and the timing of this realization, depends on successful integration and a number of other factors.

Even if we integrate Able successfully, this integration may not result in the realization of the full benefits of the growth opportunities and cost synergies we currently expect from the integration, and we cannot guarantee these benefits will be achieved within anticipated time frames or at all.

For example, we may not be able to eliminate duplicative costs, and while it is anticipated that certain expenses will be incurred to achieve cost synergies, such expenses are difficult to estimate accurately and may exceed current estimates.

Accordingly, the benefits from the Able Acquisition may be offset by costs incurred to integrate the business or delays in the integration process.

In addition, the overall integration of Able with ABM may result in unanticipated problems, expenses, liabilities, competitive responses, loss of client and other relationships, and loss of key employees, any of which may adversely affect our results of operations, financial condition, and cash flow, and may cause our stock price to decline.

Risks Relating to Information Technology and Cybersecurity

We may experience breaches of, or disruptions to, our information technology systems or those of our third-party providers or clients, or other compromises of our data that could adversely affect our business.

Our information technology systems and those of our third-party providers or clients could be the target of cyberattacks, ransomware attacks, hacking, unauthorized access, phishing, computer viruses, malware, or other intrusions, which could result in operational disruptions or information misappropriation, such as theft of intellectual property or inappropriate disclosure of confidential, proprietary, or personal information.

We maintain confidential,

proprietary, and personal information in our information technology systems and in systems of third-party providers relating to our current, former, and prospective employees, clients, and other third parties.

We have experienced certain data and security breaches in the past and could experience future data or security breaches stemming from the intentional or negligent acts of our employees or other third parties.

Furthermore, while we continue to devote significant resources to monitoring and updating our systems and implementing information security measures to protect our systems, there can be no assurance that the controls and procedures we have in place will be sufficient to protect us from future security breaches.

As cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modifying or enhancing our systems in the future.

We may also be required to expend resources to remediate cyber-related incidents or to enhance and strengthen our cybersecurity.

Any such disruptions to our information technology systems, breaches or compromises of data, and/or misappropriation of information could result in lost sales, negative publicity, litigation, violations of privacy and other laws, or business delays that could have a material adverse effect on our business.

Additionally, we believe that along with the GDPR and the California Consumer Privacy Act further increased regulation is likely in the area of data privacy.

Compliance with this rapidly expanding area of law will require significant management and financial resources, and we could be subjected to additional legal risk or financial losses if we are not in compliance.

This expanding area of law may also lead to potentially significant additional claims, including class action claims, being alleged against us.

Risks Relating to Insurance and Safety Matters

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Our risk management and safety programs may not have the intended effect of reducing our liability for personal injury or property loss.

We attempt to mitigate risks relating to personal injury or property loss through the implementation of company-wide safety and loss control efforts designed to decrease the incidence of accidents or events that might increase our liability.

We attempt to mitigate risks relating to personal injury or property loss through the implementation of company-wide safety and loss control efforts designed to decrease the frequency of accidents or events that might increase our liability.

It is expected that any such decrease could also have the effect of reducing our insurance costs for our casualty programs.

However, incidents involving personal injury or property loss may be caused by multiple potential factors, a significant number of which are beyond our control.

However, incidents involving personal injury or property loss may be caused by

multiple potential factors, a significant number of which are beyond our control.

Therefore, there can be no assurance that our risk management and safety programs will have the desired effect of controlling costs and liability exposure.

Risks Relating to Information Technology and Cybersecurity

We maintain confidential, proprietary, and personal information in our information technology systems and in systems of third-party providers relating to our current, former, and prospective employees, clients, and other third parties.

As cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modifying or enhancing our systems in the future.

We may also be required to expend resources to remediate cyber-related incidents or to enhance and strengthen our cybersecurity.

Additionally, we believe that along with the GDPR and the California Consumer Privacy Act, which went into effect on January 1, 2020, further increased regulation is likely in the area of data privacy.

This expanding area of law may also lead to potentially significant additional claims, including class action claims, being alleged against us.

Risks Relating to Labor, Legal Proceedings, Tax, and Regulatory Matters

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These lawsuits and other proceedings may consume substantial amounts of our financial and managerial resources.

An unfavorable outcome with respect to current lawsuits, including the Bucio case described in Note 13, “Commitments and Contingencies,” in the Notes to consolidated financial statements (included in Part II., Item 8 of this Form 10-K), and any future lawsuits may, individually or in the aggregate, cause us to incur substantial liabilities that could have a material adverse effect upon our business, reputation, financial condition, results of operations, or cash flows.

An unfavorable outcome with respect to these lawsuits and any future lawsuits may, individually or in the aggregate, cause us to incur substantial liabilities that could have a material adverse effect upon our business, reputation, financial condition, results of operations, or cash flows.

We are subject to extensive legal and regulatory requirements, which could limit our profitability by increasing the costs of legal and regulatory compliance.

Our business is subject to a complicated set of federal, state, and local laws and regulations addressing, among other things, wage and hour standards, employment and labor relations, leave of absence, data privacy and protection, occupational health and safety, environmental matters, anti-competition, anti-corruption, and government contracting.

Many of these laws and regulations may have differing or conflicting legal standards across jurisdictions, increasing the complexity and cost of compliance.

When federal, state, local, or foreign minimum wage rates increase, we may have to increase the wages of both minimum wage employees and employees whose wages are above the minimum wage.

We may also face increased operating costs resulting from changes in federal, state, or local laws and regulations relating to employment matters, including those relating to meal and rest breaks, eligibility for overtime, pay transparency and reporting, sick pay, and predictive scheduling requirements.

Increased costs of legal and regulatory compliance with this constantly evolving legal and regulatory environment could reduce our profitability.

A significant number of our employees are covered by collective bargaining agreements that could expose us to potential liabilities in relation to our participation in multiemployer pension plans, requirements to make contributions to other benefit plans, and the potential for strikes, work slowdowns or similar activities, and union organizing drives.

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A strike, work slowdown, or other job action could disrupt our services, resulting in reduced revenues or contract cancellations.

Moreover, negotiating a first time collective bargaining agreement or renegotiating an existing agreement could result in a substantial increase in labor and benefits expenses that we may be unable to pass through to clients.

Moreover, negotiating a first time collective bargaining agreement or renegotiating an existing agreement could result in increases in labor and benefits expenses that we may be unable to pass through to clients.

Our business may be materially affected by changes to fiscal and tax policies.

Negative or unexpected tax consequences could adversely affect our results of operations.

We are subject to a variety of taxes and tax collection and remittance obligations in the United States and foreign jurisdictions, primarily the United Kingdom.

We are subject to a variety of taxes and tax collection and remittance obligations in the United States and foreign jurisdictions, primarily the UK.

We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate.

As tax rates vary among taxing jurisdictions, a change in earnings attributable to the various jurisdictions in which we operate could result in an unfavorable change in our overall tax provision.

Additionally, at any point in time, we may be under examination for income-based, sales-based, payroll, or other non-income taxes.

We regularly assess the likelihood of adverse outcomes resulting from these audits to determine the adequacy of our provision for income taxes.

Additionally, at any point in time, we may be under examination from taxing jurisdictions.

We regularly assess the likelihood of adverse outcomes resulting from these audits to determine the adequacy of our income tax related provision.

We may recognize additional tax expense, be subject to additional tax liabilities, or incur losses and penalties due to adverse outcomes in tax audits or changes in laws, regulations, administrative practices, principles, assessments by authorities, and interpretations related to tax laws, including tax rules in various jurisdictions, which could have an adverse effect on our operating results and financial condition.

Risks Relating to Market and Economic Conditions

Changes in general economic conditions, such as changes in energy prices, government regulations, or consumer preferences, could reduce the demand for facility services and, as a result, reduce our earnings and adversely affect our financial condition.

In certain geographic areas and service lines, our most profitable revenues are related to supplemental services requested by clients outside of the standard service specification (“work orders”).

This contract type is commonly used in janitorial services and includes cleanup after tenant moves, construction cleanup, flood cleanup, and snow removal.

A continuing decline in occupancy rates could result in a decline in scope of work, including work orders, and depressed prices for our services.

Slow domestic and international economic growth or other negative changes in global, national, and local economic conditions could have a negative impact on our business.

Specifically, adverse economic conditions may result in clients cutting back on discretionary spending.

Additionally, since a significant portion of our aviation services and parking revenues are tied to the volume of airline passengers,

hotel guests, and sports arena attendees, results for these businesses could be adversely affected by continued curtailment of business, personal travel, or discretionary spending.

The use of ride sharing services and car sharing services may also lead to a decline in parking demand at airports and in urban areas.

Energy efficiency projects are designed to reduce a client’s overall consumption of commodities, such as electricity and natural gas.

As such, downward fluctuations in commodity prices may reduce client demand for those projects.

We also depend, in part, on federal and state legislation and policies that support energy efficiency projects.

In some instances, we offer certain of these clients guaranteed energy savings on installed equipment.

In the event those guaranteed savings are not achieved, we may be required to pay liquidated or other damages.

All of these factors could have an adverse effect on our financial position, results of operations, and cash flows.

Risks Relating to Financial Matters

Future increases in the level of our borrowings or in interest rates could affect our results of operations.

Although we have paid down portions of our indebtedness under our syndicated secured credit facility, our future ability to make payments on our debt, fund our other liquidity needs, and make planned capital expenditures will depend on our ability to generate cash.

The Federal Reserve Board significantly increased the federal funds rate in 2022 and has indicated that further rate increases may be announced in the short-term to combat rising inflation in the United States.

Such rate increases have corresponding impact to our costs of borrowing and may have an adverse impact on our ability to raise funds through the offering of our securities or through the issuance of debt due to higher debt capital costs, diminished credit availability, and less favorable equity markets.

Any significant additional federal fund rate increases may have a material adverse effect on our business, results of operations, and financial condition.

Our future ability to make payments on our debt, fund our other liquidity needs, and make planned capital expenditures will depend on our ability to generate cash.

Our ability to generate cash, to a certain extent, is subject to general economic, financial, competitive, and other factors that are beyond our control.

We cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to make payments on our debt, fund other liquidity needs, make planned capital expenditures, or continue our dividend.

We cannot guarantee that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, fund other liquidity needs, make planned capital expenditures, or continue our dividend.

The degree to which we are leveraged could have important consequences for shareholders.

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and place us at a competitive disadvantage compared to businesses in our industry that have less debt.

Additionally, any future increase in the level of our indebtedness will likely increase our interest expense, which could negatively impact our profitability.

Current interest rates on borrowings under our credit facility are variable and include the use of the London Interbank Offered Rate (“LIBOR”).

On March 5, 2021, the U.K.

Financial Conduct Authority, the regulator of LIBOR, announced that the USD LIBOR rates will no longer be published after June 30, 2023.

While we expect LIBOR to be available in substantially its current form until at least the end of June 30, 2023, it is possible that LIBOR will become unavailable prior to that point which may impact our credit facility and interest rate swaps.

Our current credit agreement as well as our International Swaps and Derivatives Association, Inc.

agreement provide for any changes away from LIBOR to a successor rate to be based on prevailing or equivalent standards, however, the discontinuation, reform, or replacement of LIBOR or any other benchmark rates may result in fluctuating interest rates that may have a negative impact on our interest expense and our profitability.

Further, our credit facility contains both financial covenants and other covenants that limit our ability to engage in specific transactions.

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We also review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

If the fair value of one of our reporting units is less than its carrying value, or if as a result of a recoverability test we conclude that the projected undiscounted cash flows are less than the carrying amount, we would record an impairment charge related to goodwill or long-lived assets, respectively.

the amount of the impairment could have a material adverse effect on our reported financial results for the period in which the charge is taken.

If the fair value of one of our reporting units is less than its carrying value, or if as a result of a recoverability test we conclude that the projected undiscounted cash flows

are less than the carrying amount, we would record an impairment charge related to goodwill or long-lived assets, respectively.

(For example, during the second quarter of 2020, given the general deterioration in economic and market conditions arising from the Pandemic, we identified a triggering event that resulted in the impairment of goodwill and intangible assets.) The assumptions used to determine impairment require significant judgment, and the amount of the impairment could have a material adverse effect on our reported financial results for the period in which the charge is taken.

If we fail to maintain proper and effective internal control over financial reporting in the future, our ability to produce accurate and timely financial statements could be negatively impacted, which could harm our operating results and investor perceptions of our Company and as a result may have a material adverse effect on the value of our common stock.

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Within our Technical Solutions segment, cooler than normal temperatures in the summer could reduce the need for servicing of air conditioning units, resulting in reduced revenues and profitability.

Within Parking and Aviation services, snow can lead to reduced travel activity, as well as increases in certain costs, both of which negatively affect gross profit.

Within Parking and Aviation services and portions of our Technical Solutions business, adverse weather conditions can lead to reduced activity, as well as increases in certain costs, both of which negatively affect gross profit.

On the other hand, the absence of snow during the winter could cause us to experience reduced revenues in our B&I segment, as many of our contracts specify additional payments for snow-related services.

Catastrophic events, disasters, and terrorist attacks could disrupt our services.

Catastrophic events, disasters, pandemics, and terrorist attacks could disrupt our services.

We may encounter disruptions involving power, communications, transportation or other utilities, or essential services depended upon by us or by third parties with whom we conduct business.

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In addition, to the extent centralized administrative locations are disabled for a long period of time, key business processes, such as accounts payable, information technology, payroll, and general management operations, could be interrupted.

Ongoing impacts of the COVID-19 pandemic may adversely affect our liquidity, capital resources, supply chain, operations, and revenue.

The COVID-19 pandemic and the resulting economic downturn have impacted business conditions in the industry in which we operate.

We have taken necessary precautions to safeguard our employees, customers, and other stakeholders from the COVID-19 pandemic, while maintaining business continuity to support our customers and employees.

We are continuing to monitor the impacts of the COVID-19 pandemic on our employees and customers and on the markets in which we operate and will take further actions that we consider prudent to address the COVID-19 pandemic, while ensuring that we can support our customers and continue to provide our services.

The ultimate extent of the impacts of the COVID-19 pandemic continue to be highly uncertain and subject to change.

The extent of resurgences of COVID-19, the efficacy and extent of distribution of vaccines, and the impact of variants of COVID-19 is unpredictable.

These impacts may adversely affect our liquidity, capital resources, supply chain, operations, and revenue and may affect third parties on which we rely and could worsen over time.

Actions of activist investors could disrupt our business.

Public companies have been the target of activist investors.

In the event that a third party, such as an activist investor, proposes to change our governance policies, board of directors, or other aspects of our operations,

our review and consideration of such proposals may create a significant distraction for our management and employees.

In the event that a third party, such as an activist investor, proposes to change our governance policies, board of directors, or other aspects of our operations, our review and consideration of such proposals may create a significant distraction for our management and employees.

This could negatively impact our ability to execute various strategic initiatives and may require management to expend significant time and resources responding to such proposals.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors