30 unchanged sentences
Contract bidding and negotiations are affected by a number of factors, including our own cost structure and bidding policies.
−Removed: Although no single customer represented more than ten percent of our consolidated revenue in fiscal 2022, we do have certain customers that are significant to our individual operating segments.
+Added: One customer represented approximately 12.0% of our consolidated revenue in fiscal 2023, and we have certain other customers that are also significant to our individual operating segments.
It is not possible for us to predict the future level of demand for our services by these customers, and if one or more of them were to significantly delay, reduce or curtail activity, or stop accepting bids from us, it could have a material impact on our operating results.
In addition, our ability to secure new contracts depends on our ability to maintain all required electrical, construction, mechanical and business licenses.
−Removed: If we fail to successfully transfer, renew or obtain such licenses where applicable, we may be unable to compete for new business.
+Added: If we fail to successfully transfer, renew or obtain such licenses where applicable, we
+Added: may be unable to compete for new business.
The failure to bid and be awarded projects, cancellations of projects or delays in project start dates could affect our ability to deploy our assets profitably.
6 unchanged sentences
In addition, we have made, and may continue to make, strategic investments in debt or equity securities of publicly traded and privately held companies, including early-stage companies and more established companies.
−Removed: We are subject to risks associated with these investments, including the inability to dispose of these investments due to lack of an active market for or contractual limitations on our ability to sell a particular investment, and the partial or complete loss of invested capital, and significant changes in the fair value of our investment portfolio could adversely impact our financial results.
−Removed: Further, valuations of non-marketable debt and equity investments are inherently complex due to the lack of readily available market data.
+Added: We are subject to risks associated with these investments.
+Added: In addition, we may have limited ability to dispose of these investments due to lack of an active market for or contractual limitations on our ability to sell a particular investment, and the partial or complete loss of invested capital, and significant changes in the fair value of our investment portfolio could adversely impact our financial results.
+Added: Further, valuations of non-marketable debt and equity investments are inherently complex due to the lack of readily available market data and may involve subjective judgments and estimates.
Some of our past acquisitions and investments have not performed as expected, and there is no assurance that future acquisitions and investments will perform as expected or generate a positive return on investment due to factors we could not predict prior to the acquisition or due to incorrect investment assumptions.
18 unchanged sentences
Furthermore, we may be required to invest significant working capital to fund cost overruns while the resolution of a claim is pending, and our additional costs may not be recovered until the claim is resolved, if at all.
−Removed: When appropriate, we establish provisions against possible exposures, and we adjust these provisions from time to time, but our assumptions and estimates related to these exposures might prove to be inadequate or inaccurate.
+Added: When appropriate, we establish provisions against possible exposures, and we adjust these provisions from time to time, but our
+Added: assumptions and estimates related to these exposures might prove to be inadequate or inaccurate.
Unfavorable resolution of these matters can result in a reduction of revenues and profit recognized in prior periods or the recognition of a loss, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
3 unchanged sentences
In addition, we may have warranty claims, costs pursuant to obligations to indemnify buyers after assets are sold, or other unexpected liabilities from closed facilities beyond the closing date, and if we dispose of a segment or business, we may continue to be subject to certain prior liabilities of that business after its disposition and may not be able to negotiate for limitations on those liabilities, all of which could adversely impact our financial returns.
−Removed: The COVID-19 pandemic has adversely impacted, and could have a future materially adverse impact on, our business, including our financial condition, cash flows and results of operations.
−Removed: The COVID-19 pandemic and its ongoing impact on markets, the supply chain, and availability of labor has had a number of adverse impacts on our results of operations, and it continues to influence trends affecting our business.
−Removed: We continue to experience increased prices, longer delivery times, or limited availability for certain materials necessary for our projects, notably copper, aluminum, steel, electrical components, fuel, and certain plastics.
−Removed: The impact of the COVID-19 pandemic or any future epidemics or pandemics on our business is difficult to predict, but adverse impacts could include the potential for job site closures or work stoppages, supply chain disruptions, delays in awarding new project bids, construction delays, reduced demand for our services, delays in our ability to collect from our customers, or illness of management or other employees.
+Added: The COVID-19 pandemic has adversely impacted our business, and this pandemic, along with other potential public health emergencies, could have a future materially adverse impact on our business, including our financial condition, cash flows and results of operations.
+Added: The COVID-19 pandemic and its impact on markets, the supply chain, and availability of labor has had a number of adverse impacts on our results of operations, and it continues to influence trends affecting our business.
+Added: Although supply of most raw materials normalized during fiscal 2023, we may continue to experience increased prices or longer delivery times for certain materials necessary for our projects.
+Added: The impact of the COVID-19 pandemic or any future epidemics, pandemics or other public health emergencies on our business is difficult to predict, but adverse impacts could include the potential for job site closures or work stoppages, supply chain disruptions, delays in awarding new project bids, construction delays, reduced demand for our services, delays in our ability to collect from our customers, or illness of management or other employees.
The availability and cost of surety bonds affect our ability to enter into new contracts and our margins on those engagements.
25 unchanged sentences
These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment, and suspension of operations.
+Added: While we have taken what we believe are appropriate precautions to minimize safety risks, we have experienced serious accidents in the past and may experience additional accidents in the future.
+Added: Serious accidents may subject us to penalties, civil litigation or criminal prosecution.
Our insurance does not cover all types or amounts of liabilities.
11 unchanged sentences
In our Infrastructure Solutions businesses, we also may be subject to product liability litigation.
+Added: We also have in the past been, and may in the future be, subject to employment-related claims including workers' compensation, employment discrimination, and wage and hour claims.
Claims are sometimes made and lawsuits filed for amounts in excess of their value or in excess of the amounts for which they are eventually resolved.
8 unchanged sentences
In addition, our segments, particularly our Commercial & Industrial segment, may be subject to federal laws and requirements applicable to government contractors.
−Removed: Our 130 locations are located in 27 states, which exposes us to a variety of different state and local laws and regulations, particularly those pertaining to electrical contractor and other licensing requirements.
+Added: Our 129 locations are located in 28 states, which exposes us to a variety of different state and local laws and regulations, including those pertaining to electrical contractor and other licensing requirements.
These laws and regulations govern many aspects of our business, and there are often different standards and requirements in different locations.
10 unchanged sentences
Additionally, the process of integrating the information systems of the businesses we acquire is complex and exposes us to additional risk as we might not adequately identify weaknesses in the acquired business’s information systems or information handling, privacy and security policies and protocols, which could expose us to unexpected liabilities or make our own systems and data more vulnerable to attack.
+Added: In addition, data privacy laws and regulations governing the unauthorized disclosure of confidential information may pose compliance challenges and result in additional costs for our businesses.
+Added: A failure to comply with such laws and regulations could result in penalties or fines, legal liabilities or reputational harm.
We may be required to conduct environmental remediation activities, which could be expensive and inhibit the growth of our business and our ability to maintain profitability, particularly in our Infrastructure Solutions business.
12 unchanged sentences
As a service organization, relationships with significant customers can be dependent on certain employees within our organization, and our ability to meet our contractual obligations to our customers and support our growth strategy may be limited by our ability to retain and train necessary personnel.
−Removed: We cannot guarantee that any member of management at the corporate or operating segment level will continue in their capacity for any particular period of time, and there is significant competition in our industry for managerial personnel.
+Added: We cannot guarantee that any member of management at the corporate or operating segment level will continue in their capacity for any particular period of time, and there is significant
+Added: competition in our industry for managerial personnel.
We have a severance plan in place that covers certain of our senior leaders;
7 unchanged sentences
Risks Relating to our Financial Results, Financing and Liquidity
−Removed: Availability of net operating losses may be reduced by a change in ownership.
−Removed: A change in ownership, as defined by Internal Revenue Code Section 382, could reduce the availability of NOLs for federal and state income tax purposes.
−Removed: Should Tontine sell or otherwise dispose of all or a portion of its position in IES, a change in ownership could occur.
−Removed: A change in ownership could also result from the purchase of common stock by an existing or a new 5% shareholder as defined by Internal Revenue Code Section 382.
−Removed: As of September 30, 2022, we have approximately $61.0 million of federal NOLs that are available to use to offset future taxable income, including approximately $55.1 million resulting from net operating losses on which a deferred tax asset is not recorded.
−Removed: Should a change in ownership occur, all NOLs incurred prior to the change in ownership would be subject to limitation imposed by Internal Revenue Code Section 382, which would substantially reduce the amount of NOLs currently available to offset taxable income.
+Added: Negative conditions in the credit and capital markets may adversely impact our ability to operate our business.
+Added: In the past, the level of demand from our customers for our services has been adversely impacted by slowdowns in our customers' industries as well as in the economy in general.
+Added: A number of economic factors, including financing conditions for our customers' industries, have, in the past, adversely affected our customers and their ability or willingness to fund expenditures.
+Added: Many of our customers depend on the availability of credit to help finance their capital and maintenance projects.
+Added: At times, tightened availability of credit and changes in interest rates that affect the cost of construction financing and mortgages have negatively impacted the ability of existing and prospective customers to obtain sufficient financing and fund projects we might otherwise perform.
+Added: As a result, our customers may defer such projects for an unknown, and perhaps lengthy, period.
+Added: Any such deferrals would inhibit our growth and would adversely affect our results of operations.
+Added: In a weak economic environment, particularly in a period of restrictive credit markets, we may experience greater difficulties in collecting payments from, and negotiating change orders and/or claims with, our customers due to, among other reasons, a diminution in our ultimate customers’ access to the credit markets.
+Added: If clients delay in paying or fail to pay a significant amount of our outstanding receivables, or we fail to successfully negotiate a significant portion of our change orders and/or claims with customers, it could have an adverse effect on our liquidity, results of operations, and financial position.
We have adopted tax positions that a taxing authority may view differently.
If a taxing authority differs with our tax positions, our results may be adversely affected.
−Removed: Our effective tax rate, cash paid for taxes and the availability of our NOLs are impacted by the tax positions that we have adopted.
+Added: Our effective tax rate and cash paid for taxes are impacted by the tax positions that we have adopted.
Taxing authorities may not always agree with the positions we have taken.
9 unchanged sentences
Our inability to access capital on commercially reasonable terms could have a material adverse effect on our business.
−Removed: Negative conditions in the credit and capital markets may adversely impact our ability to operate our business.
−Removed: In the past, the level of demand from our customers for our services has been adversely impacted by slowdowns in our customers' industries as well as in the economy in general.
−Removed: A number of economic factors, including financing conditions for our customers' industries, have, in the past, adversely affected our customers and their ability or willingness to fund expenditures.
−Removed: Many of our customers depend on the availability of credit to help finance their capital and maintenance projects.
−Removed: At times, tightened availability of credit and changes in interest rates that affect the cost of construction financing and mortgages have negatively impacted the ability of existing and prospective customers to obtain sufficient financing and fund projects we might otherwise perform.
−Removed: As a result, our customers may defer such projects for an unknown, and perhaps lengthy, period.
−Removed: Any such deferrals would inhibit our growth and would adversely affect our results of operations.
−Removed: In a weak economic environment, particularly in a period of restrictive credit markets, we may experience greater difficulties in collecting payments from, and negotiating change orders and/or claims with, our customers due to, among other reasons, a diminution in our ultimate customers’ access to the credit markets.
−Removed: If clients delay in paying or fail to pay a significant amount of our outstanding receivables, or we fail to successfully negotiate a significant portion of our change orders and/or claims with customers, it could have an adverse effect on our liquidity, results of operations, and financial position.
We have restrictions and covenants under our credit agreement and the failure to meet these covenants, including liquidity and other financial requirements, could result in a default under our credit agreement.
We may not be able to remain in compliance with the covenants in our credit agreement, including financial covenants which, among other things, require minimum levels of liquidity and require us to maintain a specified fixed charge coverage ratio as defined under our credit agreement.
−Removed: Other covenants, among other things, limit our ability to provide liens, restrict fundamental changes, limit transactions with affiliates and subsidiaries, restrict changes to our organization documents, limit asset dispositions, limit investments, limit the ability to incur debt, restrict certain payments to shareholders, limit our ability to repurchase our stock, and limit the ability to change the nature of our business.
+Added: Other covenants, among other things, limit our ability to provide liens, restrict fundamental changes, limit transactions with affiliates and subsidiaries, restrict changes to our organization documents, limit asset dispositions, limit investments,
+Added: limit the ability to incur debt, restrict certain payments to shareholders, limit our ability to repurchase our stock, and limit the ability to change the nature of our business.
A failure to fulfill the terms and requirements of our credit agreement may result in a default under our credit agreement and acceleration of any indebtedness we may incur, as well as a default under one or more of our material agreements, any of which could have a material adverse effect on our ability to conduct our operations and our financial condition.
17 unchanged sentences
A majority of our outstanding common stock is owned by Tontine, and Jeffrey Gendell, founder and managing member of Tontine, serves as our Chief Executive Officer and as Chairman of our Board of Directors.
−Removed: Tontine owns approximately 57 percent of the Company’s outstanding common stock based on a Form 4 filed by Tontine with the SEC on December 3, 2021, and the Company's
−Removed: shares outstanding as of December 2, 2022.
+Added: Tontine owns approximately 58 percent of the Company’s outstanding common stock based on Amendment No.
+Added: 27 to the Schedule 13D filed by Tontine with the SEC on September 8, 2023, and the Company's shares outstanding as of November 30, 2023.
As a result, Tontine can control most of our affairs, including the election of our directors, who in turn appoint executive management and can control most actions requiring the approval of shareholders, including the adoption of amendments to our corporate charter and approval of any potential merger or sale of all or substantially all of the Company's assets or business segments or the Company itself.
2 unchanged sentences
Pursuant to a resale shelf registration statement filed by the Company, Tontine has the ability to resell any or all of its registered shares from time to time in one or more offerings as long as the registration statement remains effective and the Company remains eligible to use it, as described further in the registration statement and in any prospectus supplement filed in connection with an offering pursuant to the shelf registration statement.
−Removed: Tontine’s sale of all or any portion of its shares could result in a change of control of the Company, which would trigger the change of control provisions in a number of our material agreements, including our credit agreement, bonding agreements with our sureties, and our executive severance plan, and could trigger limitations on the availability of our NOLs under Internal Revenue Code Section 382.
+Added: Tontine’s sale of all or any portion of its shares could result in a change of control of the Company, which would trigger the change of control provisions in a number of our material agreements, including our credit agreement, bonding agreements with our sureties, and our executive severance plan.
Our common stock has less liquidity than many other stocks listed on the Nasdaq Global Market.
−Removed: Historically, the trading volume of our common stock has been relatively low when compared to other companies listed on the N asdaq Global Market or other stock exchanges.
+Added: Historically, the trading volume of our common stock has been relatively low when compared to other companies listed on the Nasdaq Global Market or other stock exchanges.
While we have experienced increased liquidity in our stock during recent years compared with historical levels, we cannot say with certainty that a more active and liquid trading market for our common stock will continue to develop.
5 unchanged sentences
Although we currently do not have any intention of issuing additional common stock (other than pursuant to our equity compensation plans) or preferred stock, we may do so in the future in order to meet our capital needs.
−Removed: Subject to applicable N asdaq Listing Rules, our Board of Directors generally has the authority, without action by or vote of the stockholders, to issue all or part of any authorized but unissued shares of common stock or preferred stock for any corporate purpose.
+Added: Subject to applicable Nasdaq Listing Rules, our Board of Directors generally has the authority, without action by or vote of the stockholders, to issue all or part of any authorized but unissued shares of common stock or preferred stock for any corporate purpose.
We may seek additional equity capital in the future as we develop our business and expand our operations.
7 unchanged sentences
Investors have increased their emphasis on the environmental, social and governance (“ESG”) practices of companies across all industries, including the environmental impact of operations and human capital management.
−Removed: Certain stockholders use third-party benchmarks or scores to measure a company’s ESG practices and decide whether to invest in its common stock or engage with the company to require changes to its practices.
+Added: Certain stockholders use third-party benchmarks or scores to measure a company’s ESG practices when deciding whether to invest in its common stock or engage with the company to require changes to its practices.
In addition, our customers may evaluate our ESG practices or require that we adopt certain ESG policies as a condition of awarding contracts.
17 unchanged sentences
The design of our system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed absolutely in achieving our stated goals under all potential future or unforeseeable conditions.
−Removed: Because of the inherent limitations in a cost-effective control system, misstatements due to error could occur without being detected.
+Added: Because of the inherent limitations in a control system, misstatements due to error could occur without being detected.
Unresolved Staff Comments
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.