What the changes say
- New counterparty default and tariff risks expand financial exposures.
- Goodwill carrying value decreased to $2,082.2 million.
- Affiliated investors reduced ownership stake to 50.8%.
- Interest expense decreased to $53.7 million.
What changed since the prior 10-K
New
- NewRisks Related to Our Indebtedness
We are subject to counterparty default risk
We face counterparty default risks on cash deposits, interest rate swaps, and other financial instruments during market distress or insolvency.
- NewRisks Related to Ownership of Our Common Stock
Our reputation and/or business could be negatively impacted by corporate responsibility matters and/or our reporting of such matters
Stakeholder scrutiny and evolving reporting standards on greenhouse gases, climate, and social issues could harm our reputation and stock price.
Dropped
- DroppedRisks Related to Our Business
Act, 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
- DroppedRisks Related to Ownership of Our Common Stock
in 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
- DroppedRisks Related to Ownership of Our Common Stock
Our reputation and/or business could be negatively impacted by environmental, social and governance (“ESG”) matters and/or our reporting of such matters
Reworded
- 93% rewrittenRisks Related to Our Business
If 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
Added specific regulatory areas such as anti-corruption, lobbying, motor carrier safety, and data privacy, plus potential regulator inquiries.
- 81% rewrittenRisks Related to Our Business
Tax increases and changes in tax rules may adversely affect our financial results
Added the Inflation Reduction Act of 2022 introducing a 15% corporate minimum tax for income exceeding $1.0 billion.
- 50% rewrittenRisks Related to Ownership of Our Common Stock
Increases 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
Updated to maintain the ongoing risk discussion regarding raw material costs, fuel prices, wages, and supply chain inflation.
- 42% rewrittenRisks Related to Ownership of Our Common Stock
We face risks related to heightened inflation, geopolitical conflicts, recession, financial market disruptions and other economic conditions
Added risks regarding newly announced U.S. tariffs on imports from Canada, Mexico, the EU, and the United Kingdom.
- 38% rewrittenRisks Related to Our Business
A 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
Updated the goodwill and intangible assets carrying value figure from $2,111.5 million (62% of assets) to $2,082.2 million (61% of assets).
- 29% rewrittenRisks Related to Our Indebtedness
Our variable rate indebtedness subjects us to interest rate risk, which has caused our interest expense to increase significantly
Updated annual interest expense figures, dropping from $62.4 million down to $53.7 million for the fiscal year ended September 30, 2025.
- 25% rewrittenRisks Related to Ownership of Our Common Stock
Future 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
Updated affiliated investor ownership to 50.8% and noted KKR's underwritten sale of 11.6 million shares in June 2025.
- 24% rewrittenRisks Related to Our Business
Some of the equipment and vehicles that our employees use are dangerous, and an increase in accidents resulting from the use of such equipment and vehicles could negatively affect our reputation, results of operations and financial position
Retained the risk description regarding injuries from power equipment like lawn mowers and edgers with minor wording adjustments.
Was: Some 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% rewrittenRisks Related to Our Business
Our success depends on our executive management and other key personnel
All 43 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 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
- 02Our business success depends on our ability to preserve long-term customer relationships
- 03We may be adversely affected if customers reduce their outsourcing
- 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
- 05We may not successfully implement our business strategies, including achieving our growth objectives
- 06Future acquisitions or other strategic transactions could negatively impact our reputation, business, financial position, results of operations and cash flows
- 07Seasonality affects the demand for our services and our results of operations and cash flows
- 08Our operations are impacted by weather conditions and climate change
- 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
- 10Our success depends on our executive management and other key personnel20% rewritten
- 11Our future success depends on our ability to attract, retain and maintain positive relations with workers
- 12Our business could be adversely affected by a failure to properly verify the employment eligibility of our employees
- 13Our use of subcontractors to perform work under certain customer contracts exposes us to liability and financial risk
- 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 impaired38% rewritten
- 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 business93% rewritten
- 16Adverse 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
- 17Tax increases and changes in tax rules may adversely affect our financial results81% rewritten
- 18Some of the equipment and vehicles that our employees use are dangerous, and an increase in accidents resulting from the use of such equipment and vehicles could negatively affect our reputation, results of operations and financial position24% rewritten
- 19Our failure to comply with data privacy regulations could adversely affect our business
- 20We 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
- 21Our substantial indebtedness could have important adverse consequences and adversely affect our financial condition
- 22Our variable rate indebtedness subjects us to interest rate risk, which has caused our interest expense to increase significantly29% rewritten
- 23We 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
- 24We are subject to counterparty default riskNew
- 25Our debt agreements contain restrictions that limit our flexibility in operating our business
- 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
- 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
- 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
- 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 decline25% rewritten
- 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
- 31Anti-takeover provisions in our organizational documents could delay or prevent a change of control
- 32Our Board of Directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval
- 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
- 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
- 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
- 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 flows50% rewritten
- 37Natural disasters, terrorist attacks, global health emergencies and other external events could adversely affect our business
- 38We face risks related to heightened inflation, geopolitical conflicts, recession, financial market disruptions and other economic conditions42% rewritten
- 39Our reputation and/or business could be negatively impacted by corporate responsibility matters and/or our reporting of such mattersNew
- 40Our 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
- 41If 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
- 42Maintaining 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
- 43Failure to comply with requirements to maintain effective internal controls could have a material adverse effect on our business and stock price
Other BrightView Holdings 10-Ks
- FY2024 10-K risk factors44 risks
BrightView Holdings faces risks primarily driven by weather seasonality, heavy debt burdens, and operational reliance on a vast field labor force.
Filed Nov 13, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.