78 added · 117 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
For example, we believe the sale could provide the following benefits, among others: ● directing capital toward the higher growth and higher margin Accendra Health business; and ● applying proceeds from the sale to repay certain of our indebtedness. We may not achieve these or other anticipated benefits for a variety of reasons, including, among others: (i) the possibility that we may not benefit as expected from the increased focus on our Accendra Health business and simpler business model made possible by the sale and (ii) the risk of litigation, injunctions or other legal proceedings relating to the sale If we fail to achieve some or all of the benefits we expect to achieve as a result of the sale of our P&HS business, or if such benefits are delayed, our business, results of operations, financial condition and cash flows could be materially and adversely affected. The sale of our P&HS business has resulted and will continue to result in significant separation costs, and we are obligated to reimburse Purchaser for the first $65 million of such costs subsequent to the completion of the sale, subject to conditions described in Note 3.
District Court for Eastern District of Virginia as the exclusive forum for certain litigation, which could limit our stockholders’ ability to obtain favorable judicial forum. Risks Related to Our Debt ● We may not be able to refinance, extend or repay our substantial indebtedness. ● We may not be able to generate sufficient cash to service debt and other obligations. ● Our credit facilities and existing notes have restrictive covenants that could limit financial flexibility. ● Our variable rate indebtedness subjects us to interest rate risk. ● We may continue to incur additional substantial indebtedness in the future. General Risk Factors ● Our continued success is substantially dependent on positive perceptions of our reputation. ● We are subject to risks related to public health crises and future outbreaks. ● The market price for our common stock and debt have been and may continue to be volatile. ● We may be adversely affected by global climate change or legal, regulatory or market responses to such change. Operational Risks We have concentration in and dependence on certain Payors. During the year ended December 31, 2025, our two largest commercial Payors represented approximately 23% and 14% of our net revenue, derived from multiple separately managed contracts.
We may be required to record a material charge to earnings in our consolidated financial statements during the period in which any impairment of our goodwill is determined, which charge could adversely affect our results of operations. 17 Table of Contents Risks Related to the Sale of our Products & Healthcare Services Business We have sold our P&HS business , and there may be negative impacts on our financial condition, results of operations, cash flows, capital resources and liquidity. On December 31, 2025, we completed the P&HS Sale after which we are a significantly smaller, less diversified company with a single segment.
This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business. Additionally, our common stock is subject to continued listing requirements on NYSE, including maintaining a minimum $1.00 share closing price for a period of 30 consecutive trading days.
For example, in 2024 the state of California enacted a series of laws that will require reporting of greenhouse gas emissions and climate risks.
If the closing bid price of our common stock falls below $1.00 per share for 30 consecutive trading days, NYSE could issue a deficiency notice and ultimately delist our common stock if we fail to regain compliance.
For example, the COVID-19 pandemic disrupted capital markets, supply chains for equipment and medical supplies, and our services. Further, actions by the U.S. federal, state or local governments in response to any such public health developments could adversely affect our business and operations, such as closure of one or more facilities for an unknown period of time. We may incur additional costs to ensure we meet the needs of our customers and protect our workforce or to implement operational changes in response to any future pandemics.
The effects could impair, for example, the availability and cost of certain products, commodities and energy (including utilities), which in turn may impact our ability to procure goods or services required for the operation of our business at the quantities and levels we require.
In addition, certain of our operations and facilities are in locations that may be impacted by the physical risks of climate change, and we face the risk of losses incurred as a result of, for example, physical damage to or destruction of our facilities (such as distribution centers), loss or spoilage of inventory, and business interruption.
We undertake no obligation to update or revise any forward-looking statements, except as required by law. Operational Risks ● Our concentration in and dependence on certain Payors. ● Our failure to maintain our relationships with hospital and physician referral sources may cause revenue decline. ● Changes in customer and product mix could materially adversely affect our financial condition and results of operations. ● Our business dependence on certain significant suppliers. ● Our operations depend on proper functioning of information systems; and a cyberattack or systems breach could adversely affect business. ● The recent termination of our contracts with a large commercial payor could negatively impact our financial condition and liquidity. ● A CMS determination reducing reimbursement qualification for non-invasive ventilation products could negatively impact our financial results. ● Our ability to attract and retain talented teammates is critical to our success. ● Our inability to adequately integrate acquisitions could materially adversely affect operations. ● The storage, transportation and provision of compressed and liquid oxygen carries inherent risk of rupture or accidents. ● Our goodwill may become further impaired, requiring significant charge to earnings. Risks Related to the Sale of our Products & Healthcare Services Business ● The sale of the P&HS business may negatively impact our financial condition, results of operations, cash flows, capital resources and liquidity. ● We are required to provide transitional services which may divert the management’s attention and harm our business. ● We are dependent on the successful execution of transitional services by third party. ● Certain of our contracts were transferred or may need to be transferred or replaced and the failure to obtain replacements could increase our expenses. ● The sale of P&HS assets could negatively impact business, and the retained liabilities could adversely affect our financial results. Industry and Economic Risks ● We face increasing competition, accelerating pricing pressure and changes in technology. ● Uncertainty about economic conditions and adverse political changes may affect demand for our products, services and our accounts receivable collectability. ● Changing conditions in the U.S. healthcare industry may impact the results of our operations and cash flows. Litigation & Regulatory Risks ● We are subject to stringent regulatory and licensing requirements; and potential federal and state investigations and compliance reviews. ● We must obtain regulatory clearance prior to consummating certain healthcare transactions. 13 Table of Contents ● Our failure to comply with regulatory requirements or receive clearances or approvals for our medical gas facilities could adversely affect our business. ● Our business may be adversely affected if we are unable to establish, maintain, protect and enforce intellectual property rights. ● We may become subject to litigation, investigations, claims and legal proceedings. ● We could be subject to adverse tax law changes, challenges to tax positions and audits resulting in additional payments. ● Our ESG-related aspirations, goals and disclosures expose us to risks including reputational and stock price risks. ● Our amended bylaws designate U.S.
A future cybersecurity incident could involve a material data breach or other material impact to the operations of our technology systems, or the third party service providers on which we rely, which could result in failure of our systems to operate properly for an extended period of time, litigation or regulatory action, loss of customers or revenue, and increased expense, any of which might have a material adverse impact on our business operations, reputation, our growth and strategic initiatives, results of operations, financial condition and cash flows. The recent termination of certain contracts commercial Payor could negatively impact our financial condition, results of operations, cash flows, capital resources and liquidity. A commercial Payor, with which we have multiple separately managed contracts, has terminated, or is in the process of terminating, as applicable certain of our contracts with them .
Additionally, there is uncertainty that we will be able to pass elevated costs onto customers in an effort to offset inflationary pressures, or that such increases may outpace the compensating inflation-based increase in Medicare payment rates, or any other rate increases we may receive. Any significant downturn in the health of the general economy, or any recession, depression or other sustained adverse market event, including inflationary pressures, could have an adverse effect on our revenues and financial performance, resulting in impairment of assets. Changing conditions in the U.S. healthcare industry may impact our results of operations and cash flows. We, along with our customers and suppliers, are subject to extensive federal and state regulations relating to healthcare as well as the policies and practices of the private healthcare insurance industry.
No longer disclosed
For example, the Rotech Acquisition may not be completed, or may not be completed in the timeframe, on the terms or in the manner currently anticipated, as a result of a number of factors, including, among other things, the failure to satisfy one or more of the conditions to closing in the Agreement and Plan of Merger.
The Agreement and Plan of Merger may be terminated by the parties thereto under certain circumstances, including, without limitation, if the Rotech Acquisition has not been completed by July 22, 2025.
We undertake no obligation to update or revise any forward-looking statements, except as required by law. Operational Risks ● We have concentration in and dependence on certain healthcare provider customers, Group Purchasing Organizations, and Payors. ● Our failure to establish and maintain relationships with hospital and physician referral sources may cause our revenue to decline. 17 Table of Contents ● Possible changes in customer and product mix could have a material adverse effect on our business, financial condition, results of operations, cash flows, capital resources, and liquidity. ● Our business is dependent on certain significant suppliers. ● Our operations depend on the proper financial functioning of information systems, and our business or results of operations could be adversely affected if we experience a cyberattack or other systems breach or failure. ● An interruption in the ability of our business to manufacture products or the proper functioning of critical facilities and distribution networks may have a material adverse effect on our business and operations. ● Our capitation arrangements may prove unprofitable if actual utilization rates exceed our assumptions. ● Our ability to attract and retain talented and qualified teammates is critical to our success and competitiveness. ● We cannot assure you that the potential sale of the Products & Healthcare Services segment will be completed; and there may be negative impacts on our business, financial results, and operations. ● We cannot assure you that the proposed acquisition of Rotech (Rotech Acquisition) will be completed. ● We may fail to realize the anticipated benefits of the Rotech Acquisition or those benefits may take longer to realize than expected.
We may also encounter significant difficulties in integrating the Rotech business into our operations. ● We and the Rotech business will be subject to business uncertainties while the Rotech Acquisition is pending that could adversely affect our business and the Rotech business. ● The pendency of the Rotech Acquisition could adversely affect our business, financial results, and operations. ● Our inability to adequately integrate acquisitions could have a material adverse effect on our operations. ● Our operations involve the storage, transportation and provision of compressed and liquid oxygen, which carries an inherent risk of rupture or other accidents with the potential to cause substantial loss. ● Our goodwill may become further impaired, which would require us to record a significant charge to earnings in accordance with generally accepted accounting principles.
Litigation & Regulatory Risks ● We are subject to stringent regulatory and licensing requirements, and we have been, are and could become the subject of federal and state investigations and compliance reviews. ● We must obtain clearance or approval from appropriate regulatory authorities prior to consummating transactions of certain healthcare related businesses. 18 Table of Contents ● We must obtain clearance or approval from the appropriate regulatory authorities prior to introducing a new product or modification to an existing product.
The regulatory clearance process may result in substantial costs, delays and limitations on the types and uses of products we can bring to market, any of which could have a material adverse effect on our business. ● Our failure to comply with regulatory requirements or receive regulatory clearances or approvals for our medical gas facilities, products or operations could adversely affect our business. ● Our business may be adversely affected if we are unable to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights or prevent third parties from making unauthorized use of such rights. ● We may become subject to litigation, investigations, claims and other legal proceedings brought by regulatory agencies, third parties, or individuals. ● We may incur product liability losses, litigation liability, product recalls, safety alerts or regulatory action associated with the provision of healthcare services, and the products that we source, assemble, manufacture and sell which can be costly and disruptive to our business. ● We could be subject to adverse changes in the tax laws or challenges to our tax positions. ● Audits by tax authorities could result in additional tax payments for prior periods, and tax legislation could materially adversely affect our financial results and tax liabilities. ● Our aspirations, goals and disclosures related to ESG matters expose us to numerous risks, including risks to our reputation and stock price. ● Our amended and restated bylaws designates the U.S.
Risks Related to Our Debt ● We may not be able to generate sufficient cash to service our debt and other obligations. ● We may not be able to refinance, extend or repay our substantial indebtedness which would have a material adverse effect on our financial condition. ● Our credit facilities and our existing notes have restrictive covenants that could limit our financial flexibility. ● Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly. ● Despite current indebtedness levels, we will incur substantially more debt to complete the Rotech Acquisition. ● Despite current indebtedness levels, we may continue to incur indebtedness in the future, and the amount of that additional indebtedness may be substantial, which could further exacerbate the risks described herein.
A future cybersecurity incident could involve a material data breach or other material impact to the operations of our technology systems, or the third party service providers on which we rely, which could result in failure of our systems to operate properly for an extended period of time, litigation or regulatory action, loss of customers or revenue, and increased expense, any of which might have a material adverse impact on our business operations, reputation, our growth and strategic initiatives, results of operations, financial condition and cash flows. An interruption in the ability of our business to manufacture products or the proper functioning of critical facilities and distribution networks may have a material adverse effect on our business and operations. We manufacture our products in facilities in the U.S., Mexico, Honduras, Thailand and Ireland.
Accordingly, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of the Company could cause our stock price to fluctuate significantly. We cannot assure you that the proposed acquisition of Rotech (Rotech Acquisition) will be completed. There are a number of risks and uncertainties relating to the Rotech Acquisition.
Any delay in closing the Rotech Acquisition or a failure to close the Rotech Acquisition could have a negative impact on our business and the trading prices of our common stock and debt. We may fail to realize the anticipated benefits of the Rotech Acquisition or those benefits may take longer to realize than expected.
We may also encounter significant difficulties in integrating the Rotech business into our operations. Our ability to realize the anticipated benefits of the Rotech Acquisition will depend, to a large extent, on our ability to integrate the Rotech business into ours.
Potential difficulties we may encounter in the integration process include: ● Inability to successfully combine operations in a manner that would result in the anticipated benefits of the Rotech Acquisition in the timeframe currently anticipated or at all; ● Complexities associated with managing the expanded operations; ● Integrating personnel; ● Creation of uniform standards, internal controls, procedures, policies and information systems; ● Unforeseen increased expenses, delays or regulatory issues associated with integrating the operations; and ● Performance shortfalls as a result of the diversion of management’s attention caused by the integration. Even if we are able to integrate the Rotech business successfully, this integration may not result in the realization of the full benefits that we currently expect, nor can we give assurances that these benefits will be achieved when expected or at all.