BrightView Holdings (BV) risk factors, FY2024 10-K

Risks Related to Our Business

1. 01Our industry and the markets in which we operate are highly competitive and increased competitive pressures could reduce our share of the markets we serve and adversely affect our business, financial position, results of operations and cash flows
2. 02Our business success depends on our ability to preserve long-term customer relationships
3. 03We may be adversely affected if customers reduce their outsourcing
4. 04Because we operate our business through dispersed locations across the United States, our operations may be materially adversely affected by inconsistent practices and the operating results of individual branches may vary
5. 05We may not successfully implement our business strategies, including achieving our growth objectives
6. 06Future acquisitions or other strategic transactions could negatively impact our reputation, business, financial position, results of operations and cash flows
7. 07Seasonality affects the demand for our services and our results of operations and cash flows
8. 08Our operations are impacted by weather conditions and climate change
9. 09If we are unable to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us, we may achieve lower than anticipated profits or incur contract losses
10. 10Our success depends on our executive management and other key personnel
11. 11Our future success depends on our ability to attract, retain and maintain positive relations with workers
12. 12Our business could be adversely affected by a failure to properly verify the employment eligibility of our employees
13. 13Our use of subcontractors to perform work under certain customer contracts exposes us to liability and financial risk
14. 14A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that these assets are impaired
15. 15If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could significantly and adversely affect our business
16. 16Act, other anti-corruption laws, lobbying laws, motor carrier safety laws and data privacy and security laws. We may be subject to review, audit or inquiry by applicable regulators from time to time
17. 17Adverse litigation judgments or settlements resulting from legal proceedings relating to our business operations could materially adversely affect our business, financial position and results of operations
18. 18Tax increases and changes in tax rules may adversely affect our financial results
19. 19Some of the equipment that our employees use is dangerous, and an increase in accidents resulting from the use of such equipment could negatively affect our reputation, results of operations and financial position
20. 20Our failure to comply with data privacy regulations could adversely affect our business
21. 21We may not be able to adequately protect our intellectual property, which could harm the value of our brand and adversely affect our business

Risks Related to Our Indebtedness

1. 22Our substantial indebtedness could have important adverse consequences and adversely affect our financial condition
2. 23Our variable rate indebtedness subjects us to interest rate risk, which has caused our interest expense to increase significantly
3. 24We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments
4. 25Our debt agreements contain restrictions that limit our flexibility in operating our business
5. 26We may be unable to generate sufficient cash flow to satisfy our significant debt service obligations, which could have a material adverse effect on our business, financial condition and results of operations
6. 27We and our subsidiaries may incur substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities. This could exacerbate the risks to our financial condition described above
7. 28If the financial institutions that are part of the syndicate of our Revolving Credit Facility fail to extend credit under our facility or reduce the borrowing base under our Revolving Credit Facility, our liquidity and results of operations may be adversely affected

Risks Related to Ownership of Our Common Stock

1. 29Future sales, or the perception of future sales, of equity securities by us or our affiliates, could cause the market price for our common stock to decline
2. 30KKR and One Rock have the ability to exert significant influence over us and their interests may conflict with ours or yours in the future
3. 31Anti-takeover provisions in our organizational documents could delay or prevent a change of control
4. 32Our Board of Directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval
5. 33Holders of the Series A Preferred Stock have certain voting and other rights that may adversely affect holders of our common stock, and the holders of the Series A Preferred Stock may have different interests from and vote their shares in a manner deemed adverse to, holders of our common stock
6. 34The shares of Series A Preferred Stock are entitled to a dividend at a rate of 7.0% per annum, compounding quarterly, paid in kind or paid in cash, at the Company’s election
7. 35Our business is affected by general business, financial market and economic conditions, which could adversely affect our financial position, results of operations and cash flows
8. 36Increases in raw material costs, fuel prices, wages and other operating costs, and changes in our ability to source adequate supplies and materials in a timely manner, can adversely impact our business, financial position, results of operations and cash flows
9. 37in whole or in part, from passing these cost increases through to our existing and prospective customers, which could have a material adverse impact on our business, financial position, results of operations and cash flows
10. 38Natural disasters, terrorist attacks, global health emergencies and other external events could adversely affect our business
11. 39We face risks related to heightened inflation, geopolitical conflicts, recession, financial market disruptions and other economic conditions
12. 40Our reputation and/or business could be negatively impacted by environmental, social and governance (“ESG”) matters and/or our reporting of such matters
13. 41Our stock price may change significantly, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result
14. 42If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline
15. 43Maintaining the requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified Board members
16. 44Failure to comply with requirements to maintain effective internal controls could have a material adverse effect on our business and stock price