What changed in this filing

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Item 1A. Risk Factors

2020-11-23 compared with 2019-11-29 · 75 added, 75 removed, 496 unchanged (23% of the section changed)

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If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected.

Continuing worldwide political and economic uncertainties may adversely affect our revenue and profitability.

The last several years have been periodically marked by political and economic concerns, including decreased consumer confidence, the lingering effects of international conflicts, energy costs and inflation.

Business and Operations Risk Factors

Our results of operations could be adversely affected by the coronavirus disease 2019 ("COVID-19") pandemic.

The global spread of the COVID-19 pandemic has created significant volatility, uncertainty and economic disruption.

The extent to which the COVID-19 pandemic continues to impact our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including:

the duration and scope of the pandemic;

governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic;

the impact of the pandemic on economic activity and actions taken in response;

the effect on our clients’ demand for our services;

our ability to provide our services, including as a result of more severe or prolonged travel restrictions and people working from home;

the ability of our clients to pay for our services or their need to seek reductions of our fees;

any closures of our and our clients’ offices and facilities;

and the need for enhanced health and hygiene requirements or social distancing or other measures in attempts to counteract future outbreaks in our offices and facilities.

Clients may also slow down decision-making, delay planned work or seek to terminate existing agreements.

In addition, while governments around the world have enacted emergency relief programs designed to combat the economic impact of the pandemic, the long-term effect of such spending is uncertain and could result in future budgetary restrictions for our government clients.

Any of these events could adversely affect our business, financial condition and results of operations.

Continuing worldwide political, social and economic uncertainties may adversely affect our revenue and profitability.

The last several years have been periodically marked by political, social and economic concerns, including decreased consumer confidence, the lingering effects of international conflicts, energy costs and inflation.

Although certain indices and economic data have shown signs of stabilization in the United States and certain global markets, there can be no assurance that these improvements will be broad-based or sustainable.

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If economic conditions remain uncertain or weaken, or government spending is reduced, our revenue and profitability could be adversely affected.

Changes in applicable tax regulations could negatively affect our financial results.

We are subject to taxation in the United States and numerous foreign jurisdictions.

On December 22, 2017, the U.S.

government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("TCJA").

The changes to U.S.

tax law implemented by the TCJA are broad and complex.

The final impacts of the TCJA may differ from the estimates provided elsewhere in this report, possibly materially, due to, among other things, changes in interpretations of the TCJA, any legislative action to address questions that arise because of the TCJA, any changes in accounting standards for income taxes or related interpretations in response to the TCJA, or any updates or changes in estimates we have utilized to calculate the impacts, including impacts from changes to current year earnings estimates and foreign exchange rates.

Changes in tax laws could increase our tax rate and materially affect our results of operations.

We are subject to tax laws in the United States and numerous foreign jurisdictions.

The incoming U.S.

presidential administration has called for changes to fiscal and tax policies, which may include comprehensive tax reform.

In addition, many international legislative and regulatory bodies have proposed and/or enacted legislation that could significantly impact how U.S.

multinational corporations are taxed on foreign earnings.

Many of these proposed and enacted changes to the taxation of our activities could increase our effective tax rate and harm our results of operations.

Demand for our services is cyclical and vulnerable to economic downturns.

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Our business traditionally lags the overall recovery in the economy;

therefore, our business may not recover immediately when the economy improves.

therefore, our business may not recover

immediately when the economy improves.

If economic growth slows, government fiscal conditions worsen, or client spending declines, then our revenue, profits and overall financial condition may deteriorate.

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Bribery Act, the Canadian Corruption of Foreign Public Officials Act, the Brazilian Clean Companies Act, the anti-boycott rules, trade and export control regulations, as well as other international regulations.

For example, an ongoing government investigation into political corruption in Quebec contributed to the slow-down in procurements and business activity in that province, which adversely affected our business.

The Province of Quebec has adopted legislation that requires businesses and individuals seeking contracts with governmental bodies be certified by a Quebec regulatory authority for contracts over a specified size.

For example, the Province of Quebec has adopted legislation that requires businesses and individuals seeking contracts with governmental bodies be certified by a Quebec regulatory authority for contracts over a specified size.

Our failure to maintain certification could adversely affect our business.

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As a result, our international risk exposure may be more or less than the percentage of revenue attributed to our international operations.

The United Kingdom's proposed withdrawal from the European Union could have an adverse effect on our business and financial results.

The United Kingdom's withdrawal from the European Union could have an adverse effect on our business and financial results.

In March 2017, the United Kingdom government initiated a process to withdraw from the European Union ("Brexit") and began negotiating the terms of the separation.

Brexit has created substantial economic and political uncertainty and volatility in currency exchange rates, and the terms of the United Kingdom's withdrawal from the European Union remain uncertain.

The uncertainty created by Brexit may cause our customers to closely monitor their costs and reduce demand for our services and may ultimately result in new regulatory and cost challenges for our United Kingdom and global operations.

The uncertainty created by Brexit may cause our customers to closely monitor their costs and reduce demand for our services and may ultimately result in new legal regulatory and cost challenges for our United Kingdom and global operations.

Any of these events could adversely affect our United Kingdom, European and overall business and financial results.

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As a result, at the beginning of a project, the related contract may be only partially funded, and additional funding is normally committed only as appropriations are made in each subsequent year.

These appropriations, and the timing of payment of appropriated amounts, may be influenced by numerous factors as noted below.

These appropriations, and the timing of

payment of appropriated amounts, may be influenced by numerous factors as noted below.

Our backlog includes only the projects that have funding appropriated.

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• the failure of the U.S.

government to complete its budget and appropriations process before its fiscal year-end, which would result in the funding of government operations by means of a continuing resolution that authorizes agencies to continue to operate but does not authorize new spending initiatives.

As a result, U.S.

government agencies may delay the procurement of services;

changes in and delays or cancellations of government programs, requirements or appropriations;

government to complete its budget and appropriations process before its fiscal year-end;

• changes in and delays or cancellations of government programs, procurements, requirements or appropriations;

• budget constraints or policy changes resulting in delay or curtailment of expenditures related to the services we provide;

• re-competes of government contracts;

the timing and amount of tax revenue received by federal, and state and local governments, and the overall level of government expenditures;

• the timing and amount of tax revenue received by federal, state and local governments, and the overall level of government expenditures;

• curtailment in the use of government contracting firms;

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If we are not successful in reducing the amount of costs we incur, our profitability on government contracts will be negatively impacted.

In addition, the U.S.

federal government has scaled back outsourcing of services in favor of “insourcing” jobs to its employees, which could reduce our revenue.

Moreover, even if we are qualified to work on a government contract, we may not be awarded the contract because of existing government policies designed to protect small businesses and under-represented minority contractors.

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These laws and regulations affect how we do business with our clients and, in some instances, impose additional costs on our business operations.

Although we take precautions to

prevent and deter fraud, misconduct, and non-compliance, we face the risk that our employees or outside partners may engage in misconduct, fraud, or other improper activities.

Although we take precautions to prevent and deter fraud, misconduct, and non-compliance, we face the risk that our employees or outside partners may engage in misconduct, fraud, or other improper activities.

government agencies, such as the DCAA, routinely audit and investigate government contractors.

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government under the Federal Civil False Claims Act, which could include claims for treble damages.

For example, as discussed elsewhere in this report, on January 14, 2019, the Civil Division of the United States Attorney's Office ("USAO") filed complaints in intervention in three qui tam actions filed against our subsidiary, Tetra Tech EC, Inc.

("TtEC"), in the U.S.

For example, as discussed elsewhere in this report, on January 14, 2019, the Civil Division of the United States Attorney's Office filed complaints in intervention in three qui tam actions filed against our subsidiary, Tetra Tech EC, Inc., in the U.S.

District Court for the Northern District of California.

The complaints allege False Claims Act violations and breach of contract related to TtEC's contracts to perform environmental remediation services at the former Hunters Point Naval Shipyard in San Francisco, California.

TtEC disputes the claims and will defend this matter vigorously.

government contract violations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit, and/or suspension of payment, any of which could make us lose our status as an eligible government contractor.

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While outside of the U.S.

federal government no one client accounted for over 10% of our revenue for fiscal 2019, we face collection risk as a normal part of our business where we perform services and subsequently bill our clients for such services.

federal government no one client accounted for over 10%

of our revenue for fiscal 2020, we face collection risk as a normal part of our business where we perform services and subsequently bill our clients for such services.

In the event that we have concentrated credit risk from clients in a specific geographic area or industry, continuing negative trends or a worsening in the financial condition of that specific geographic area or industry could make us susceptible to disproportionately high levels of default by those clients.

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A key part of our growth strategy is to acquire other companies that complement our lines of business or that broaden our technical capabilities and geographic presence.

We expect to continue to acquire companies as an element of our growth strategy;

However, our ability to make acquisitions is restricted under our credit agreement.

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• acquired companies may not perform as we expect, and we may fail to realize anticipated revenue and profits.

In addition, our acquisition strategy may divert management’s attention away from our existing businesses, resulting in the loss of key clients or key employees, and expose us to unanticipated problems or legal liabilities, including responsibility as a successor-in-interest for undisclosed or contingent liabilities of acquired businesses or assets.

If we fail to conduct due diligence on our potential targets effectively, we may, for example, not identify problems at target companies, or fail to recognize incompatibilities or other obstacles to successful integration.

Our inability to successfully

integrate future acquisitions could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations.

The integration process may disrupt our business and, if implemented ineffectively, may preclude realization of the full benefits expected by us and could harm our results of operations.

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• increase our interest expense, leverage, and debt service requirements (if we incur additional debt to fund an acquisition);

assume liabilities, including environmental liabilities, for which we do not have indemnification from the former owners.

• assume liabilities, including undisclosed, contingent or environmental liabilities, for which we do not have indemnification from the former owners.

Further, indemnification obligations may be subject to dispute or concerns regarding the creditworthiness of the former owners;

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To the extent economic conditions that would impact the future operations of our reporting units change, our goodwill may be deemed to be impaired, and we would be required to record a non-cash charge that could result in a material adverse effect on our financial position or results of operations.

For example, we had goodwill impairment of $7.8 million in fiscal 2019.

We had no goodwill impairment in fiscal 2017 or fiscal 2018 .

For example, we had goodwill impairment of $15.8 million and $7.8 million in fiscal 2020 and 2019, respectively.

We had no goodwill impairment in fisca l 2018.

We could be adversely affected by violations of the FCPA and similar worldwide anti-bribery laws.

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The uncertainty of the timing of a project can present difficulties in planning the amount of personnel needed for the project.

If the project is delayed or canceled, we may bear the cost of an underutilized workforce that was dedicated to fulfilling the project.

If the project is delayed

or canceled, we may bear the cost of an underutilized workforce that was dedicated to fulfilling the project.

In addition, performance of projects can be affected by a number of factors beyond our control, including unavoidable delays from government inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, and labor disruptions.

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government contracts may require us to employ only individuals who have particular government security clearance levels.

In addition, we rely heavily upon the expertise and leadership of our senior management.

If we are unable to retain executives and other key personnel, the roles and responsibilities of those employees will need to be filled, which may require that we devote time and resources to identify, hire, and integrate new employees.

With limited exceptions, we do not have employment agreements with any of our key personnel.

In addition, if we are unable to retain executives and other key personnel, the roles and responsibilities of those employees will need to be filled, which may require that we devote time and resources to identify, hire, and integrate new employees.

The loss of the services of any of these key personnel could adversely affect our business.

Although we have obtained non-compete agreements from certain principals and stockholders of companies we have acquired, we generally do not have non-compete or employment agreements with key employees who were once equity holders of these companies.

Further, many of our non-compete agreements have expired.

We do not maintain key-man life insurance policies on any of our executive officers or senior managers.

Our failure to attract and retain key individuals could impair our ability to provide services to our clients and conduct our business effectively.

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Our actual business and financial results could differ from the estimates and assumptions that we use to prepare our consolidated financial statements, which may significantly reduce or eliminate our profits.

To prepare consolidated financial statements in conformity with generally accepted accounting principles in the United States of America ("GAAP"), management is required to make estimates and assumptions as of the date of the consolidated financial statements.

To prepare consolidated financial statements in conformity with generally accepted accounting principles in the U.S.

GAAP"), management is required to make estimates and assumptions as of the date of the consolidated financial statements.

These estimates and assumptions affect the reported values of assets, liabilities, revenue and expenses, as well as disclosures of contingent assets and liabilities.

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• our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and operating units;

• our ability to engage employees in assignments during natural disasters or pandemics;

• our ability to manage attrition;

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If we are unable to accurately estimate and manage our costs, we may incur losses on our contracts, which could decrease our operating margins and significantly reduce or eliminate our profits.

Certain of our contracts require us to satisfy

specific design, engineering, procurement, or construction milestones in order to receive payment for the work completed or equipment or supplies procured prior to achievement of the applicable milestone.

Certain of our contracts require us

to satisfy specific design, engineering, procurement, or construction milestones in order to receive payment for the work completed or equipment or supplies procured prior to achievement of the applicable milestone.

As a result, under these types of arrangements, we may incur significant costs or perform significant amounts of services prior to receipt of payment.

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A failure to promptly recover on these types of claims could have a negative impact on our liquidity and profitability.

Total accounts receivable at September 29, 2019 included approximately $15 million related to such claims.

Total accounts receivable at September 27, 2020 included approxima tely $14 million related to such claims.

Our failure to win new contracts and renew existing contracts with private and public sector clients could adversely affect our profitability.

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These factors include market conditions, financing arrangements, and required governmental approvals.

For example, a client may require us to provide a bond or letter of credit to protect the client should we fail to perform under the terms of the contract.

If negative market conditions arise, or if we fail to secure adequate financial arrangements or the required government approval, we may not be able to pursue certain projects, which could adversely affect our profitability.

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Client contracts for the performance of information technology services, as well as various privacy and securities laws, require us to manage and protect sensitive and confidential information, including federal and other government information, from disclosure.

to protect our own internal trade secrets and other business confidential information, as well as personal data of our employees and contractors, from disclosure.

For example, the European Union's General Data Protection Regulation, which became effective in May 2018, extends the scope of the European Union data protection laws to all companies processing data of European Union residents, regardless of the company's location.

In addition, the California Consumer Privacy Act takes effect in January 2020, increasing the penalties for data privacy incidents.

We also need to protect our own internal trade secrets and other business confidential information, as well as personal data of our employees and contractors, from disclosure.

For example, the European Union's General Data Protection Regulation ("GDPR") extends the scope of the European Union data protection laws to all companies processing data of European Union residents, regardless of the company's location.

In addition, the California Consumer Privacy Act ("CCPA"),

which became effective in January 2020, increases the penalties for data privacy incidents.

The GDPR and CCPA are just examples of privacy regulations that are emerging in locations where we work.

We face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks and other security problems and system disruptions, including possible unauthorized access to our and our clients' proprietary or classified information.

We rely on industry-accepted security measures and technology to securely maintain all confidential and proprietary information on our information systems.

In addition, we rely on the security of third-party service providers, vendors, and cloud services providers to protect confidential data.

In the ordinary course of business, we have been targeted by malicious cyber-attacks.

We have devoted and will continue to devote significant resources to the security of our computer systems, but they may still be vulnerable to these threats.

A user who circumvents security measures could misappropriate confidential or proprietary information, including information regarding us, our personnel and/or our clients, or cause interruptions or malfunctions in operations.

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In certain circumstances, we can incur liquidated or other damages if we do not achieve project completion by a scheduled date.

If we or an entity for which we have provided a guarantee subsequently fails to complete the project as scheduled and the

matter cannot be satisfactorily resolved with the client, we may be responsible for cost impacts to the client resulting from any delay or the cost to complete the project.

If we or an entity for which we have provided a guarantee subsequently fails to complete the project as scheduled and the matter cannot be satisfactorily resolved with the client, we may be responsible for cost impacts to the client resulting from any delay or the cost to complete the project.

Our costs generally increase from schedule delays and/or could exceed our projections for a particular project.

In addition, project performance can be affected by a number of factors beyond our control, including unavoidable delays from governmental inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, labor disruptions and other factors.

In addition, project performance can be affected by a number of factors beyond

our control, including unavoidable delays from governmental inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, labor disruptions and other factors.

As a result, material performance problems for existing and future contracts could cause actual results of operations to differ from those anticipated by us and could cause us to suffer damage to our reputation within our industry and client base.

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Others are smaller and more specialized and concentrate their resources in particular areas of expertise.

The extent of our

competition varies according to certain markets and geographic area.

The extent of our competition varies according to certain markets and geographic area.

In addition, the technical and professional aspects of some of our services generally do not require large upfront capital expenditures and provide limited barriers against new competitors.

The degree and type of competition we face is also influenced by the type and scope of a particular project.

Our clients make competitive determinations based upon qualifications, experience, performance, reputation, technology, customer relationships and ability to provide the relevant services in a timely, safe and cost-efficient manner.

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If a bond is required for a certain project and we are unable to obtain an appropriate bond, we cannot pursue that project.

In some instances, we are required to co-venture with a small or disadvantaged business to pursue certain U.S.

federal or state government contracts.

In connection with these ventures, we are sometimes required to utilize our bonding capacity to cover all of the payment and performance obligations under the contract with the client.

In some instances, we are required to co-venture with a small or disadvantaged business to pursue certain government contracts.

In connection with these ventures, we are sometimes required to utilize our bonding capacity to cover all of the obligations under the contract with the client.

We have a bonding facility but, as is typically the case, the issuance of bonds under that facility is at the surety’s sole discretion.

Moreover, due to events that can negatively affect the insurance and bonding markets, bonding may be more difficult to obtain or may only be available at significant additional cost.

Moreover, bonding may be more difficult to obtain or may only be available at significant additional cost.

There can be no assurance that bonds will continue to be available to us on reasonable terms.

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Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our employees, agents, or partners could have a significant negative impact on our business and reputation.

other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting, environmental laws, and any other applicable laws or regulations.

Such misconduct could include the failure to comply with government procurement regulations, regulations regarding the protection of classified information, regulations prohibiting bribery and other foreign corrupt practices, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting, environmental laws, and any other applicable laws or regulations.

For example, as previously noted, the FCPA and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S.

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As a result, we cannot assure that our controls will protect us from reckless or criminal acts committed by our employees or agents.

Our failure to comply with applicable laws or regulations, or acts of misconduct could subject us to fines and penalties, loss of security clearances, and suspension or debarment from contracting, any or all of which could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

Our failure to comply with applicable laws or regulations, or acts of misconduct could subject us to fines and penalties, loss of security clearances, and suspension or

debarment from contracting, any or all of which could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.

Our business activities may require our employees to travel to and work in countries where there are high security risks, which may result in employee death or injury, repatriation costs or other unforeseen costs.

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federal government agencies have formal policies against continuing or awarding contracts that would create actual or potential conflicts of interest with other activities of a contractor.

These policies, among other things, may prevent us from bidding for or performing government contracts resulting from or relating to certain work we have performed.

These policies may prevent us from bidding for or performing government contracts resulting from or relating to certain work we have performed.

In addition, services performed for a commercial or government client may create a conflict of interest that precludes or limits our ability to obtain work from other public or private organizations.

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Our business operations may also be subject to similar state and international laws relating to environmental protection.

Further, past business practices at companies that we have acquired may also expose us to future unknown environmental liabilities.

Further, past business practices at companies that we have acquired may also expose us to future

unknown environmental liabilities.

Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with applicable regulations, could result in substantial costs to us, including clean-up costs, fines, civil or criminal sanctions, and third-party claims for property damage or personal injury or cessation of remediation activities.

Our continuing work in the areas governed by these laws and regulations exposes us to the risk of substantial liability.

Force majeure events, including natural disasters and terrorist actions, could negatively impact the economies in which we operate or disrupt our operations, which may affect our financial condition, results of operations, or cash flows.

Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as terrorist actions, could negatively impact the economies in which we operate by causing the closure of offices, interrupting projects, and forcing the relocation of employees.

Force majeure events, including natural disasters, pandemics and terrorist actions, could negatively impact the economies in which we operate or disrupt our operations, which may affect our financial condition, results of operations, or cash flows.

Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as pandemics and terrorist actions, could negatively impact the economies in which we operate by causing the closure of offices, interrupting projects, and forcing the relocation of employees.

We typically remain obligated to perform our services after a terrorist action or natural disaster unless the contract contains a force majeure clause that relieves us of our contractual obligations in such an extraordinary event.

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These actions, if required, may be costly or unavailable on terms acceptable to us.

General Risk Factors

Our stock price could become more volatile and stockholders’ investments could lose value.

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Our common stock has previously experienced substantial price volatility.

In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many

companies, and that have often been unrelated to the operating performance of these companies.

The overall market and the price of our common stock may fluctuate greatly.

In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many companies, and that have often been unrelated to the operating performance of these companies.

The trading price of our common stock may be significantly affected by various factors, including quarter-to-quarter variations in our financial results, such as revenue, profits, days sales outstanding, backlog, and other measures of financial performance or financial condition (which factors may, themselves, be affected by the factors described below):

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We are a Delaware corporation and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our stockholders.

In addition, our Board of Directors has the power, without stockholder approval, to designate the terms of one or more series of preferred stock

and issue shares of preferred stock, which could be used defensively if a takeover is threatened.

Our incorporation under Delaware law, the ability of our Board of Directors to create and issue a new series of preferred stock, and provisions in our certificate of incorporation and bylaws, such as those relating to advance notice of certain stockholder proposals and nominations, could impede a merger, takeover, or other business combination involving us, or discourage a potential acquirer from making a tender offer for our common stock, even if the business combination would have been in the best interests of our current stockholders.

In addition, our Board of Directors has the power, without stockholder approval, to designate the terms of one or more series of preferred stock and issue shares of preferred stock, which could be used defensively if a takeover is threatened.

These features, as well as provisions in our certificate of incorporation and bylaws, such as those relating to advance notice of certain stockholder proposals and nominations, could impede a merger, takeover, or other business combination involving us, or discourage a potential acquirer from making a tender offer for our common stock, even if the business combination would have been in the best interests of our current stockholders.

Item 1B 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.

What changed 10-K

Item 1A. Risk Factors