What changed in this filing

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Item 1A. Risk Factors

2020-12-09 compared with 2019-12-05 · 50 added, 28 removed, 198 unchanged (28% of the section changed)

46 unchanged sentences

Any failure to successfully complete or successfully integrate acquisitions could have a material adverse effect on our business and results of operations.

The departure of key personnel could disrupt our business.

We depend on the continued efforts of our executive officers, senior management and other key professionals.

We cannot be certain that any individual will continue in such capacity for any particular period of time.

The loss of key personnel, or the inability to hire and retain qualified employees, could negatively impact our ability to perform and manage our business.

Our business requires skilled and unskilled labor, and we may be unable to attract and retain qualified employees.

Our ability to maintain our productivity at competitive levels may be limited by our ability to employ, train and retain personnel necessary to meet our requirements.

We face significant competition for qualified personnel in our industry.

We face competition for qualified personnel in our industry.

We may experience shortages of qualified personnel such as engineers, project managers and select skilled trades.

13 unchanged sentences

We place great emphasis on workplace safety in our entire organization through various safety initiatives and training.

We have both indoor and outdoor manufacturing facilities which are susceptible to numerous industrial safety risks that can lead to personal injury, loss of life, damage to property and equipment, as well as potential environmental damage.

While we take every precaution to avoid incidents, we have experienced accidents in the past and may again in the future, which can negatively affect our safety record.

We have both indoor and outdoor manufacturing facilities that are susceptible to numerous industrial safety risks that can lead to personal injury, loss of life, damage to property and equipment, as well as potential environmental damage.

While we take

every precaution to avoid incidents, we have experienced accidents in the past and may again in the future, which can negatively affect our safety record.

A poor safety record can harm our reputation with existing and potential customers, jeopardize our relationship with employees and could adversely impact our business and results of operations.

Catastrophic events could disrupt our business.

The occurrence of catastrophic events, ranging from natural disasters to health epidemics, to acts of war and terrorism, could disrupt or delay our ability to operate our business and complete projects for our customers and could potentially expose us to third-party liability claims.

Catastrophic events, including natural disasters, health epidemics (including the COVID-19 pandemic), acts of war and terrorism, among others, could disrupt our business.

The occurrence of catastrophic events, ranging from natural disasters to health epidemics (including the COVID-19 pandemic), to acts of war and terrorism, among others, could disrupt or delay our ability to operate our business and complete projects for our customers and could potentially expose us to third-party liability claims.

We may declare the existence of a force majeure event under our contracts in certain situations;

3 unchanged sentences

These situations or other disruptions are outside of our control and may adversely impact our business and results of operations.

The spread of COVID-19 has created and continues to create significant uncertainty and economic disruption across the world.

It is difficult to predict the economic impact that the COVID-19 pandemic may have on our business, results of operations and cash flows going forward.

Certain of our customers have asked that we delay our manufacturing of their projects as their operations have been negatively impacted by this pandemic, the reduced oil and gas demand and commodity price volatility.

These delays may have a negative effect on the timing of revenue recognition and cash flow.

We have experienced supply disruptions and anticipate these supply disruptions may continue.

Any delays in the supply of material or labor could negatively impact our production schedule and delay the completion of certain projects.

The extent to which the COVID-19 pandemic specifically will impact our business will depend on numerous factors that are hard to predict, some of which include:

the duration, spread and severity of the pandemic;

governmental actions in response to the pandemic;

including travel restrictions and quarantine or related orders;

any closures of our offices and facilities or those of our suppliers as a result of the pandemic, and how quickly and to what extent normal economic and operating conditions can resume.

Any of these factors, as well as other related business impacts resulting from COVID-19, could contribute to the risks and uncertainties described in this Annual Report.

As a result, the magnitude of the impact on our business, results of operations and cash flows is not currently known.

Risk Factors Related to our Financial Condition and Markets

8 unchanged sentences

These disruptions could lead to reduced demand for our products and services and could have an adverse impact on our business, financial condition and results of operations.

Our backlog is subject to unexpected adjustments and cancellations and, therefore, may not be a reliable indicator of our future earnings.

Our backlog is subject to unexpected adjustments, cancellations and scope reductions and, therefore, may not be a reliable indicator of our future earnings.

We have a backlog of uncompleted contracts.

Backlog represents management's best estimate of the remaining performance obligation from work to be performed on uncompleted contracts, including new contractual agreements on which work has not begun.

From time to time, projects are cancelled or modified, and while we may be reimbursed for certain costs, we may not have a contractual right to the total revenue reflected in our backlog.

In addition to our being unable to recover certain direct costs, cancelled projects may also result in additional unrecoverable costs due to the underutilization of our assets.

From time to time, projects are cancelled, delayed or modified due to customer, industry or macroeconomic conditions.

While we may be reimbursed for certain costs, we may not have a contractual right to the total revenue reflected in our backlog.

We may be unable to recover certain direct costs and cancelled projects may also result in additional unrecoverable costs due to the underutilization of our assets.

Accordingly, the amounts recorded in backlog may not be a reliable indicator of our future operating results and may not be indicative of continuing revenue performance over future fiscal quarters.

27 unchanged sentences

Our continued ability to obtain surety bonds, letters of credit or other financial assurances will depend on our capitalization, working capital and past performance.

Our ability to issue letters of credit is dependent upon the availability of adequate credit issued by our banks and could be negatively impacted by our compliance with our financial covenants.

Future compliance with such covenants may be affected by factors beyond our control, including general or industry-specific economic downturns.

We are also dependent on the overall bonding capacity, pricing and terms available in the surety markets.

3 unchanged sentences

Our credit agreement contains various financial covenants and restrictions, which are described in Note G of the Notes to Consolidated Financial Statements.

Our ability to remain in compliance with such financial covenants and restrictions may be affected by factors beyond our control, including general or industry-specific economic downturns.

Our ability to remain in compliance with such financial covenants and restrictions may be

affected by factors beyond our control, including general or industry-specific economic downturns.

If we fail to remain in compliance with such covenants and restrictions, absent a modification or waiver, this could result in an event of default under the credit agreement.

20 unchanged sentences

currency fluctuations, devaluations and conversion restrictions and/or governmental activities that limit or disrupt markets, restrict payments or limit the movement of funds and trade restrictions or economic embargoes imposed by the U.S.

or other countries and the U.K.'s referendum to withdraw from the European Union.

or other countries.

Additionally, the compliance with foreign and domestic import and export regulations and anti-corruption laws, such as the U.S.

32 unchanged sentences

Our operations could be adversely impacted by the effects of government regulations.

We are subject to various government regulations in the United States as well as various international locations where we operate.

These regulations cover several areas including environmental compliance, import and export controls, economic sanctions, data and privacy protection, transfer pricing rules, anti-bribery, anti-trafficking and anti-trust provisions.

These laws and regulations are administered by various state, federal and international agencies.

Changes in policy, laws or regulations, including those affecting oil and gas exploration and development activities and the resulting decisions by customers and other industry participants, could reduce demand for our products and services, which would have a negative impact on our operations.

5 unchanged sentences

Also, we may face challenges with our customers and suppliers if we are unable to sufficiently verify that the metals used in our products are "conflict-free."

Changes in tax laws and regulations may change our effective tax rate and could have a material effect on our financial results.

We are subject to income taxes in the U.S.

and numerous foreign jurisdictions.

A change in tax laws, deductions or credits, treaties or regulations, or their interpretation, in the countries in which we operate could result in a higher tax rate on our pre-tax income, which could have a material impact on our net income.

We are regularly under audit by tax authorities, and our tax estimates and tax positions could be materially affected by many factors including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, the extent to which deferred tax assets are realized and changes in uncertain tax positions.

A significant increase in our statutory tax rates could have a material impact on our net income or loss and cash flow.

Actual and potential claims, lawsuits and proceedings could ultimately reduce our profitability and liquidity and weaken our financial condition.

We could be named as a defendant in future legal proceedings that claim damages in connection with the operation of our business.

Most of the actions against us arise out of the normal course of our performing services or manufacturing equipment.

From time to time, we may be a plaintiff in legal proceedings against customers in which we seek to recover payment of contractual amounts due to us, as well as claims for increased costs incurred by us.

When appropriate, we establish provisions against certain legal exposures, and we adjust such provisions from time to time according to ongoing developments related to each exposure, as well as any potential recovery from our insurance, if applicable.

If, in the future, our assumptions and estimates related to such exposures prove to be inadequate or wrong, or our insurance coverage is insufficient, our business and results of operations could be adversely affected.

In addition, claims, lawsuits and proceedings may harm our reputation or divert management resources away from operating our business.

Losses arising from such events may or may not be fully covered by our various insurance policies or may be subject to deductibles or exceed coverage limits.

Changes in and compliance with environmental laws could adversely impact our financial results.

16 unchanged sentences

as a result of such changes, could adversely impact our business and results of operations.

General Risk Factors