**Exhibit 99.1**

 

**RISK FACTORS**

 

***If the patient census of our customers decreases, the revenues generated by our business could decrease.***

 

Our operating results are dependent in part upon the amount and types of equipment necessaryto service our customers’ needs which are heavily influenced by the total number of patients our customers are serving at any time (which we refer to as patient census). At times of lower patient census, our customers have a decreased need forour services on a supplemental or peak needs basis. Our operating results can vary depending on the timing and severity of the cold and flu season and the impact of national catastrophes, as well as other factors affecting census. 

 

***If we are unable to fund our significant cash needs, we may be unable to expand ourbusiness as planned or to service our debt.***

 

We require substantialcash to operate our Medical Equipment Outsourcing programs and service our debt. Our outsourcing programs require us to invest a significant amount of cash in movable medical equipment purchases. To the extent that such expenditures cannot be fundedfrom our operating cash flow, borrowings under our senior secured credit facility or other financing sources, we may not be able to grow as currently planned. We currently expect that over the next 12 months we will invest approximately $45 millionin new equipment. This estimate is subject to numerous assumptions, including revenue growth and the number of AMPP signings. In addition, a substantial portion of our cash flow from operations must be dedicated to servicing our debt and there aresignificant restrictions on our ability to incur additional indebtedness under the indenture governing our 10.125% senior notes due 2011 and our senior secured credit facility. 

 

Primarily because of our debt service obligations and debt refinancing charges, we have had a history of net losses. If we continue to incurnet losses, this could result in our inability to finance our business in the future. We had net losses of $5.1 million, $3.6 million, $0.2 million, $19.5 million and $3.6 million for the years ended 2000, 2001, 2002, 2003 and 2004, respectively.

 

***If we are unable to meet certain financial and operating covenantscontained in our Senior Secured Credit Facility or Senior Notes, our creditors could accelerate the debt or restrict further borrowing.***

 

Our Senior Secured Credit Facility and our Senior Notes contain financial and operating covenants. (For a summary of the covenants under the Senior Secured CreditFacility, see “Covenants Under Our Secured Credit Facility” in Item 7 of this Form 10-K). If we fail to meet these covenants or obtain appropriate waivers, our creditors have a number of remedies including, but not limited to,acceleration of our debt or placement of restrictions on further borrowing. 

***If we are unable to change the manner in which health care providers traditionally procure medical equipment, wemay not be able to achieve significant revenue growth.***

 

We believethat the strongest competition to our outsourcing programs is the traditional purchase or lease alternative for obtaining movable medical equipment. Currently, many acute care hospitals and alternate site providers view outsourcing primarily as ameans of meeting short-term or peak supplemental needs, rather than as a long-term, effective and cost efficient alternative to purchasing or leasing equipment. Many health care providers may continue to purchase or lease a substantial portion oftheir movable medical equipment. 

 

***Our competitors may engage insignificant price competition or liquidate significant amounts of surplus equipment, thereby decreasing the demand for outsourcing services and possibly causing us to reduce the rates we charge for our services.***

 

In a number of our geographic and product markets, we compete with one principal competitorand various smaller equipment outsourcing companies that compete primarily on the basis of price. These competitors may offer certain customers lower prices depending on utilization levels and other factors. Our largest movable medical equipmentoutsourcing competitor, MEDIQ, Inc. was acquired by Hillenbrand Industries on February 2, 2004. Hillenbrand is a publicly traded holding company serving the healthcare and funeral services industries. Hillenbrand’s Hill-Rom subsidiary is aleading provider of therapy bed rentals and a manufacturer of hospital furniture. Hillenbrand has announced its intention to integrate MEDIQ’s operations into its Hill-Rom subsidiary. MEDIQ may engage in competitive practices that may undercutour pricing. In addition, MEDIQ or another competitor may liquidate significant amounts of surplus equipment, thereby decreasing the demand for outsourcing services and possibly causing us to reduce the rates we may charge for our services.

 

***We have relationships with certain key suppliers, and adversedevelopments concerning these suppliers could delay our ability to procure equipment or increase our cost of purchasing equipment.***

 

We purchased our movable medical equipment from over 200 manufacturers in 2004. Our ten largest manufacturers of movable medical equipment accounted for approximately 70%of our direct movable medical equipment purchases in 2004. Adverse developments concerning key suppliers or our relationships with them could force us to seek alternative sources for our movable medical equipment or to purchase such equipment onunfavorable terms. A delay in procuring equipment or an increase in the cost to purchase equipment could limit our ability to provide equipment to our customers on a timely and cost-effective basis. If we are unable to have access to parts or ifmanufacturers do not provide access to equipment manuals or training, we may not be able to provide certain technical and professional services. 

***A substantial portion of our revenues come from customers with whom we do not have long-term commitments, andcancellations by or disputes with customers could decrease the amount of revenues we generate, thereby reducing our ability to operate and expand our business.***

 

We derived approximately 67% of our outsourcing revenues for the year ended December 31, 2004, from customers with whom we do not haveany formal long-term commitment to use our programs. Our customers are generally not obligated to outsource our equipment under long-term commitments. In addition, many of our customers do not sign written agreements with us fixing the rights andobligations of the parties regarding matters such as billing, liability, warranty or use. Therefore, we face risks such as fluctuations in usage, inaccurate or false reporting of usage by customers and disputes over liabilities related to equipmentuse. Some of our AMPP total outsourcing programs with customers, under which we own substantially all of the movable medical equipment that they use and provide substantial staffing resources, are not subject to a written contract and could beterminated by the healthcare provider without notice or payment of any termination fee. A large number of such terminations may adversely affect our ability to generate revenue growth and sufficient cash flows to support our growth plans.

 

***If we are unable to renew our contracts with GPOs or IDNs, we may loseexisting customers, thereby reducing the amount of revenues we generate.***

 

Our past revenue growth and our strategy for future growth depends, in part, on access to the new customers granted by our major contracts with GPOs and IDNs. In the past, we have been able to renew such contracts when they are up forrenewal. If we are unable to renew our current GPO contracts, we may lose a portion of existing business with the customers who are members of such GPOs. 

 

***Although we do not manufacture any medical equipment, our business entails the risk of claims related to the medical equipment that we outsource and service. We maynot have adequate insurance to cover a claim, and it may be more expensive or difficult for us to obtain adequate insurance in the future.***

 

We may be liable for claims related to the use of our movable medical equipment or to our maintenance or repair of a customer’s moveable medical equipment. Any suchclaims, if made and upheld, could make our business more expensive to operate and therefore less profitable. We may be subject to claims exceeding our insurance coverage or we may not be able to continue to obtain liability insurance at acceptablelevels of cost and coverage. In addition, litigation relating to a claim could adversely affect our existing and potential customer relationships, create adverse public relations and divert management’s time and resources from the operation ofthe business. 

***Our growth strategy depends in part on our ability to successfully identify and manage our acquisitions and afailure to do so could impede our future revenue growth, thereby weakening our position in the industry with respect to our competitors.***

 

As part of our growth strategy, we intend to pursue acquisitions or other strategic relationships within the health care industry that we believe will enable us togenerate revenue growth and enhance our competitive position. During 2004 we have acquired several new businesses for an aggregate purchase price of $15.4 million. Future acquisitions may involve significant cash expenditures that could impede ourfuture revenue growth. In addition, our efforts to execute our acquisition strategy may be affected by our ability to identify suitable candidates and negotiate and close acquisitions. We regularly evaluate potential acquisitions, and we may beevaluating or engaging in acquisition negotiations at any time. We may not be successful in acquiring other businesses, and the businesses we do acquire in the future may not ultimately produce returns that justify our related investment.

 

Acquisitions may involve numerous risks,including: 

 
 • difficulties assimilating personnel and integrating distinct business cultures; 
 
 • diversion of management’s time and resources from existing operations; 
 
 • potential loss of key employees or customers of acquired companies; and 
 
 • exposure to unforeseen liabilities of acquired companies. 
 

If we are unable to continue to grow through acquisitions, our ability to generate revenue growth and enhance our competitive position may be impaired. 

 

***We depend on our sales professionals and service specialists, and may lose customerswhen any of our sales professionals and service specialists leave us.***

 

Our revenue growth has been supported by hiring and developing new sales professionals and service specialists and adding, through acquisitions, established sales professionals and service specialists whose existing customers generally havebecome our customers. We have experienced and will continue to experience intense competition for these resources. The success of our programs depends on the relationships developed between our sales professionals and service specialists and ourcustomers. 

***Our cash flow fluctuates during the year because operating income as a percentage of revenue fluctuates with ourquarterly operating results and we make semi-annual debt service payments.***

 

Our results of operations have been and can be expected to be subject to quarterly fluctuations. We may experience increased revenues in the first and fourth quarters of the year, depending upon the timing and severity of the cold and fluseason and the related increased hospital census and movable medical equipment usage during that season. Because a significant portion of our expenses are relatively fixed over these periods, our operating income as a percentage of revenue tends toincrease during the first and fourth quarter of each year. If the cold and flu season is delayed by as little as one month, or is less severe than in prior periods, our quarterly operating results for a current period can vary significantly fromprior periods. Our quarterly results can also fluctuate as a result of other factors such as the timing of acquisitions, new AMPP agreements or new office openings. In addition, semi-annual interest payments on our 10.125% senior notes are paid inthe second and fourth quarters, thus leading to significant fluctuations in cash flow from operations. 

 

***Changes in reimbursement rates and policies by third-party payors for medical equipment costs may reduce the rates that providers can pay for our services, requiring us to reduce our rates or putting our abilityto collect payments at risk.***

 

Our health care provider customers whopay us directly for the services we provide to them rely on reimbursement from third party payors for a substantial portion of their operating revenue. These third party payors include both governmental payors such as Medicare and Medicaid andprivate payors such as insurance companies and managed care organizations. There are widespread efforts to control health care costs in the United States by all of these payor groups. These cost containment initiatives have resulted in reimbursementpolicies based on fixed rates for a particular patient treatment that are unrelated to the providers’ actual costs or require health care providers to provide services on a discounted basis. Consequently, these reimbursement policies have adirect effect on health care providers’ ability to pay us for our services and an indirect effect on our level of charges. Ongoing concerns about rising health care costs may cause more restrictive reimbursement policies to be implemented inthe future. Restrictions on the amounts or manner of reimbursements to health care providers may affect their willingness and ability to pay for the services we provide and may adversely affect our customers. 

 

***In periods when significant health care reform initiatives were under consideration anduncertainty remained as to their likely outcome, our profits decreased as the cost of doing business increased. If other significant health care reform initiatives occur, they may have a similar, negative effect.***

 

Because the regulatory and political environment for health care significantly influencesthe capital equipment procurement decisions of health care providers, our ability to generate profits has historically been adversely affected in periods when significant health care reform initiatives were under consideration and uncertaintyremained as to their likely outcome. 

***A portion of our revenues are derived from home care providers and nursing homes, and these health care providersmay pose additional credit risks.***

 

We may incur losses in the futuredue to the bankruptcy filings of our nursing home and home care customers. Such providers may pose additional credit risks since they are generally less financially sound than hospitals. Nursing homes in particular have experienced significantfinancial problems since the implementation of the Balanced Budget Act of 1997. 

 

***The interests of our major stockholders may conflict with your interests and these stockholders could cause us to take action that would be against your interests.***

 

J.W. Childs Equity Partners, L.P. (JWC Fund I), J.W. Childs Equity Partners III, L.P. (JWC Fund III), JWC UHS Co-Invest LLC, JWC Fund IIICo-Invest LLC, and Halifax Capital Partners, L.P., (Halifax), and their respective affiliates beneficially own shares representing over 90% of our common equity. Accordingly, these stockholders have the power to elect our board of directors, appointnew management and approve any action requiring a stockholder vote, including amendments to our certificate of incorporation and approving mergers or sales of substantially all of our assets. Such concentration of voting power could have the effectof deterring and preventing a change of control of our company that might otherwise be beneficial to our security holders. The directors so elected will have the authority to make decisions affecting our capital structure, including the issuance ofadditional indebtedness and the declaration of dividends. Circumstances may occur in which the interests of equity holders could be in conflict with your interests. 

 

***A part of our future growth strategy involves growing our Technical and Professional Services and Equipment Sales and Remarketingsegments, areas in which we have significant competitors which could reduce our ability to achieve this strategy and affect our planned growth.***

 

Approximately 22% of our revenues in 2004 came from our Technical and Professional Services and Medical Equipment Sales and Remarketing segments. We may not be able tocontinue to grow these segments, and even if we do so, we expect to encounter increased and significant competition which could reduce our ability to achieve this strategy and affect our planned growth. 

 

***Consolidation in the health care industry may lead to a reduction in the outsourcingrates we charge, thereby decreasing our revenues.***

 

In recent years,many acute care hospitals and alternate site providers have consolidated to create larger health care organizations. We believe that this consolidation trend may continue. Any resulting consolidated health care organization may have greaterbargaining power over us, which could lead to a reduction in the outsourcing rates that we are able to charge. A reduction in our outsourcing rates may decrease our revenues. 

***Our competitors may bundle products and services, some of which we do not offer.***

 

If competitors bundle products and services, some of which we do not offer, we may have acompetitive disadvantage that will lower the demand for our services. 

 

***Our customers operate in a highly regulated environment and the regulations affecting them could lead to additional expenses associated with compliance and licensing, along with penalties resulting from possible violations, therebyincreasing our costs and reducing income.***

 

The healthcare industry isrequired to comply with extensive and complex laws and regulations at the federal, state and local government levels. While the majority of these regulations do not directly apply to us, there are some that do, including the FDCA and certain statepharmaceutical licensing requirements. Although we believe we are in compliance with the FDCA, if the FDA expands the reporting requirements under the FDCA, we may be required to comply with the expanded requirements and may incur substantialadditional expenses in doing so. With respect to state pharmaceutical licensing requirements, we are currently licensed in 11 states and may be required to be licensed in additional states. Our failure to possess such licenses for our existingoperations may subject us to certain additional expenses. 

 

Given that ourindustry is heavily regulated, we may be subject to additional regulatory requirements. If our operations are found to be in violation of any governmental regulations to which we or our customers are subject, we may be subject to the applicablepenalty associated with the violation. Any penalties, damages, fines or curtailment of our operations would significantly increase our costs of doing business, thereby leading to difficulty generating sufficient income to support our business.

 

***Although we do not manufacture any medical equipment, we own a largefleet of moveable medical equipment which may be subject to equipment recalls or obsolescence.***

 

We are required to incur significant expenditures of resources in order to maintain a large and modern equipment fleet. Our equipment may be subject to recalls that could be expensive to implement. We may be requiredto incur additional costs to repair or replace the equipment at our own expense or we may choose to purchase incremental new equipment from a supplier not affected by the recall. Additionally, our relationship with our customers may be damaged if wecannot promptly replace the equipment that has been recalled. 

 

Our success isdependent, in part, on our ability to respond effectively to changes in technology. Since we maintain a large fleet of equipment, we are subject to the risk of equipment obsolescence. If advancements in technology render a substantial portion of ourequipment fleet obsolete, we may experience a decrease in demand for our products which could adversely affect our operating results and cause us to invest in new technology to maintain our market share and operating margins.