Concentra Group Holdings Parent, Inc.

Arizona · 16

Arkansas · 2

California · 101

Colorado · 26

Connecticut · 10

Delaware · 3

Florida · 39

Georgia · 23

Hawaii · 1

Illinois · 19

Indiana · 18

Iowa · 3

Kansas · 4

Kentucky · 8

Louisiana · 3

Maine · 7

Maryland · 13

Massachusetts · 2

Michigan · 19

Minnesota · 6

Missouri · 15

Nebraska · 3

Nevada · 7

New Hampshire · 3

New Jersey · 24

New Mexico · 4

North Carolina · 8

Ohio · 18

Oklahoma · 8

Oregon · 4

Pennsylvania · 32

Rhode Island · 2

South Carolina · 5

Tennessee · 16

Texas · 100

Utah · 6

Vermont · 2

Virginia · 11

Washington · 16

Wisconsin · 20

Total Company · 628

• Labor shortages, increased employee turnover, increases in employee-related costs, and union activity could have adverse effects including significant increases in our operating costs and a reduction in profitability.
• If we fail to compete effectively with other occupational health centers, onsite health clinics at employer worksites, and healthcare providers in the local areas we serve, our revenue and profitability may decline.
• A failure or security breach of our, or our third-party vendors’, information technology systems, such as a cyber-attack, may compromise our facilities, confidential data or critical data systems, result in harm to patients, subject us to potential legal and reputational harm, and otherwise have an adverse impact on our operations and business.
• We may be adversely affected by negative publicity which can result in increased governmental and regulatory scrutiny and possibly adverse regulatory changes.
• Significant legal actions could subject us to substantial uninsured liabilities.
• We are subject to a variety of litigation, investigations and audits and other legal and regulatory proceedings and payor audits in the course of our business that could adversely affect our business and financial statements.
• Noncompliance with billing and documentation requirements could result in non-payment or subject us to billing, coding or other compliance audits or investigations by government authorities or private payors.
• Insurance coverage, even where available, may not be sufficient to cover losses we may incur.
• Recent state laws that regulate healthcare costs, access to care and quality may impact our ability as a healthcare support service provider to do certain transactions.
• Current and future acquisitions may use significant resources, may be unsuccessful, and could expose us to unforeseen liabilities.
• We rely on third parties in many aspects of our business, which exposes us to additional risks that could adversely affect our business, financial condition and results of operations.
• In conducting our business, we are required to comply with applicable laws regarding the corporate practice of medicine and therapy and professional fee-splitting.
• We are dependent on our relationships with affiliated professional entities that we do not own to provide healthcare services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities become subject to legal challenges.
• We are subject to extensive federal and state laws and regulations relating to the privacy of personal information, including protected health information, and any actual or perceived failure to comply could adversely affect our business, financial condition and results of operations.
• If we fail to comply with applicable data interoperability and information blocking rules, it could materially adversely impact our business.
• Facility licensure requirements in some states are costly and time-consuming, limiting or delaying our operations, and failure to comply with laws or regulation relating to permit, licensing and accreditation requirements, could result in fines, penalties and other adverse action, the loss of licenses, permits and accreditations and adversely affect our business and our financial condition.
• If we are unable to maintain, protect or enforce our rights in our proprietary technology, brands or other intellectual property, our competitive advantage, business, financial condition and results of operations could be harmed.
• If third parties claim that we infringe upon their intellectual property rights, our operations could be adversely affected.
• Our business may be adversely impacted by changes and uncertainty in the healthcare industry, including healthcare public policy developments and other changes to laws and regulations.
• Adverse economic conditions in the U.S. or globally could adversely affect us.
• We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to ongoing conflicts in the Middle East and Russia and Ukraine and tensions between the United States and China and the United States and Venezuela. Our business, financial condition and results of operations could be adversely affected by any negative impact on the global economy, capital markets and supply chains resulting from such conflicts or any other geopolitical tensions.
• Impairment of our goodwill and other intangible assets would result in a reduction in net income.
• Our substantial indebtedness may limit the amount of cash flow available to invest in the ongoing needs of our business.
• Our Credit Facilities require us to comply with certain covenants and obligations, the default of which may result in the acceleration of our Credit Facilities.
• Payment of interest on, and repayment of principal of, our indebtedness is dependent in part on cash flow generated by our subsidiaries.
• Despite our substantial level of indebtedness, we may be able to incur additional indebtedness. This could further exacerbate the risks described above, especially in the current rising interest rate environment.
• We may be unable to refinance our debt on terms favorable to us or at all, which would negatively impact our business and financial condition.
• Failure to maintain satisfactory credit ratings could adversely affect our liquidity, capital position, borrowing costs and access to capital markets.
• We have a limited history of operating as a standalone public company, and our historical financial information may not fully reflect the results that we would have achieved as a standalone public company or what our results may be in the future.
• We may not achieve all of the expected benefits of the Separation and the Separation could adversely affect our business, financial condition and results of operations.
• If there is later a determination that certain steps of the Separation or the Distribution are taxable because the facts, assumptions, representations or undertakings underlying the IRS private letter ruling or any tax opinions are incorrect or for any other reason, then Select and its stockholders could incur significant U.S. federal income tax liabilities and we could incur significant liabilities through our indemnification obligations under the Tax Matters Agreement.
• We may be affected by significant restrictions, including on our ability to engage in certain corporate transactions, for a two-year period following the completion of the Distribution in order to avoid triggering significant tax-related liabilities.
• We have incurred and continue to incur significant charges in connection with the Separation and incremental costs as an independent, publicly traded company.
• We are a smaller company relative to our former parent, Select, which could result in increased costs in our supply chain and in general because of a decrease in our purchasing power as a result of the Separation. We may also experience decreased revenue due to difficulty maintaining existing customer relationships and obtaining new customers.
• Certain of our executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Select. Also, certain of Select’s current executive officers and directors currently serve as our directors, which may create conflicts of interest or the appearance of conflicts of interest.
• SMC may fail to perform under the Transition Services Agreement, or we may fail to have replacement systems and services in place when the Transition Services Agreement expires.
• Potential indemnification obligations to SMC in connection with the Separation could adversely affect our business, financial condition and results of operations.
• In connection with the Separation, SMC agreed to indemnify us for certain liabilities. However, we cannot assure you that the indemnity will be sufficient to insure us against the full amount of such liabilities or that Select’s ability to satisfy its indemnification obligation will not be impaired in the future.
• Although under the Tax Matters Agreement the amount of our tax sharing payments to SMC was determined based upon the amount of tax attributable to Concentra for periods prior to the date of the Distribution, we nevertheless will have joint and several liability with Select for the consolidated U.S. federal income taxes of the Select consolidated group.
• We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with Select and SMC.
• We cannot be certain that an active trading market for our common stock will be sustained.
• The stock price of our common stock may fluctuate significantly, and you could lose all or part of your investment in our common stock as a result.
• The market price of shares of our common stock may be volatile, which could cause the value of your investment to decline.
• If we are unable to implement and maintain effective internal control over financial reporting in the future, investors could lose confidence in the accuracy and completeness of our financial reports and the market price of shares of our common stock could be adversely affected.
• The obligations associated with being an independent, publicly traded company require significant resources and management attention.
• Your percentage ownership in us may be diluted in the future.
• We are a holding company and our only material assets are our equity interests in our subsidiaries. As a consequence, we depend on the ability of our subsidiaries to pay dividends and make other payments and distributions to us in order to meet our obligations.
• We cannot guarantee the payment of dividends on our common stock, or the timing or amount of any such dividends.
• If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could be adversely affected, resulting in a decrease in the market price of shares of our common stock.
• Certain provisions in our amended and restated certificate of incorporation and our amended and restated bylaws, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.
• Our amended and restated certificate of incorporation provides that certain courts within the State of Delaware or the federal district courts of the United States will be the sole and exclusive forum for the resolution of certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and our directors, officers, employees and stockholders.
• General Risk Factors
• Public health threats such as a global pandemic, or widespread outbreak of infectious disease, may create uncertainties about our future operating results and financial conditions.
• Our business operations could be significantly disrupted if we lose key members of our management team.
• Our business depends on our ability to attract and retain talented, highly skilled employees and a diverse workforce, and on the succession of our senior management.
• Climate change, or legal, regulatory or market measures to address climate change, could adversely affect our business, financial condition and results of operations.
• Scrutiny and rapidly evolving expectations from stakeholders regarding ESG matters could adversely affect our business, financial condition and results of operations.
• Changes in tax laws or exposures to additional tax liabilities could adversely affect our business, financial condition and results of operations.