BV BrightView Holdings Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):November 13, 2024

BrightView Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38579		46-4190788
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

980 Jolly Road

Blue Bell, Pennsylvania 19422

(844) 235-7778

 

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)::

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	BV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02. Results of Operations and Financial Condition.

 

On November 13, 2024, BrightView Holdings, Inc. (the "Company") issued a press release reporting its results of operations for the quarter and fiscal year ended September 30, 2024. A copy of the press release is being furnished with this report as Exhibit 99.1.

 

Item 7.01. Regulation FD Disclosure.
 

Commencing with the first quarter of fiscal 2025, which began on October 1, 2024, the Company adopted a revised segment presentation whereby certain expenses currently classified as “Corporate,” including corporate executive compensation, finance, legal and information technology, will be instead allocated to its two reportable segments, Maintenance Services and Developmental Services, on a pro rata basis, based on segment revenue. The changes to the Company's segment reporting will be reflected beginning with its Quarterly Report on Form 10-Q for the quarter ending December 31, 2024.

 

The Company is furnishing Exhibit 99.2 to this Current Report on Form 8-K to present certain segment financial information for the fiscal years ended September 30, 2024, 2023, and 2022 and for each quarter of fiscal years 2024 and 2023, recast to give effect to the Company’s revised segment presentation in order to assist investors who may want to consider the effects of these segment reporting changes on the Company's historical results. On a consolidated basis, there was no impact on the Company’s historical statements of operations, statements of comprehensive income (loss), balance sheets or statements of cash flows as a result of these segment reporting changes.

 

The information set forth in this Current Report on Form 8-K under Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, is being furnished to the Securities and Exchange Commission and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1		Press Release issued by BrightView Holdings, Inc. on November 13, 2024.
99.2		Unaudited Supplemental Summary Financial Information.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

				BrightView Holdings, Inc.
Date: November 13, 2024				By:		/s/ Jonathan M. Gottsegen
				Name:		Jonathan M. Gottsegen
				Title:		Executive Vice President, Chief Legal Officer and Corporate Secretary

 

 

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BRIGHTVIEW ANNOUNCES RECORD ADJUSTED EBITDA FOR FOURTH QUARTER AND FULL YEAR FISCAL 2024; PROJECTS FISCAL 2025 REVENUE AND ADJUSTED EBITDA GROWTH

 

BLUE BELL, PA, November 13, 2024 -- BrightView Holdings, Inc. (NYSE: BV) (the “Company” or “BrightView”), the leading commercial landscaping services company in the United States, today reported unaudited results for the three months and full fiscal year ended September 30, 2024.

 

 

Company Provides Fiscal Year 2025 Guidance1

	2025
Total Revenue	$2.750 - $2.840 billion
Adjusted EBITDA2	$335 - $355 million
Free Cash Flow2	$40 to $60 million

 

 

“Fourth quarter results reconfirmed the delivery of a breakout year in fiscal 2024 as we continue to transform this business. Our One BrightView culture is gaining traction, and we are positioned for fiscal 2025 to be a second consecutive record year,” said BrightView President and Chief Executive Officer Dale Asplund. “Our multi-faceted transformation has positioned us to prioritize our employees and customers and reinvest in our business, ultimately leading to sustainable growth and value creation for all of our stakeholders.”

 

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1For assumptions underlying the 2025 guidance, see the Q4 2024 presentation at investor.brightview.com

2 Adjusted EBITDA, Adjusted EBITDA margin and free cash flow are non-GAAP measures. Refer to the “Non-GAAP Financial Measures” section for more information. The Company is not providing a quantitative reconciliation of its financial outlook for Adjusted EBITDA to net income (loss) or free cash flow to net cash provided by operating activities, their corresponding GAAP measures, because the respective GAAP measures that are excluded from the non-GAAP financial outlook is difficult to reliably predict or estimate without unreasonable effort due to the dependence on future uncertainties, such as items discussed below. Additionally, information that is currently not available to the Company could have a potentially unpredictable and potentially significant impact on its future GAAP financial results.

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Fiscal 2024 Results – Total BrightView

Total BrightView - Operating Highlights
		Three Months Ended September 30,										Year Ended September 30,
($ in millions, except per share figures)		2024			2023			Change				2024			2023			Change
Revenue		$	728.7		$	743.7			(2.0	%)		$	2,767.1		$	2,816.0			(1.7	%)
Net Income (Loss)		$	25.6		$	16.4			56.1	%		$	66.4		$	(7.7	)		962.3	%
Net Income (Loss) Margin			3.5	%		2.2	%		130	bps			2.4	%		(0.3	%)		270	bps
Adjusted EBITDA		$	105.2		$	101.6			3.5	%		$	324.7		$	298.7			8.7	%
Adjusted EBITDA Margin			14.4	%		13.7	%		70	bps			11.7	%		10.6	%		110	bps
Net income (loss) available to common shareholders		$	10.6		$	11.0			(3.6	%)		$	19.5		$	(10.9	)		278.9	%
Weighted average number of common shares outstanding			94.7			93.4			1.4	%			94.7			93.4			1.4	%
Basic Earnings (Loss) per Share		$	0.11		$	0.12			(8.3	%)		$	0.20		$	(0.12	)		266.7	%
Adjusted Net Income		$	44.8		$	27.9			60.6	%		$	113.1		$	61.4			84.3	%
Adjusted weighted average number of common shares outstanding			148.9			146.7			1.5	%			148.8			146.7			1.4	%
Adjusted Earnings per Share		$	0.30		$	0.19			57.9	%		$	0.76		$	0.42			81.0	%

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Free Cash Flow, Adjusted Earnings per Share and Adjusted weighted average number of common shares outstanding are non-GAAP measures. Refer to the “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Financial Measures” sections for more information.

For the three months ended September 30, 2024, total revenue decreased 2.0% to $728.7 million, from $743.7 million in the 2023 period. The decrease was driven by a decrease in Maintenance Services revenues of $34.5 million, partially offset by an increase in Development Services revenues of $19.4 million as discussed further below in Segment Results.

For the three months ended September 30, 2024, Adjusted EBITDA increased 3.5% to $105.2 million, from $101.6 million in the 2023 period. The increase was driven by an increase in Development Services EBITDA of $12.1 million, partially offset by a decrease in Corporate EBITDA driven by the prior year disposal of corporate assets.

For the fiscal year ended September 30, 2024, total revenue decreased 1.7% to $2,767.1 million, from $2,816.0 million in the 2023 period. The decrease was driven by a decrease in Maintenance Services revenues of $102.5 million, partially offset by an increase in Development Services revenues of $50.8 million, as discussed further below in Segment Results.

For the fiscal year ended September 30, 2024, Adjusted EBITDA increased 8.7% to $324.7 million, from $298.7 million in the 2023 period. The increase was driven by an increase in Development Services EBITDA of $23.5 million and an increase in Maintenance Services EBITDA of $1.8 million.

 

 

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Fiscal 2024 Results – Segments

 

Maintenance Services - Operating Highlights
		Three Months Ended September 30,										Year Ended September 30,
($ in millions)		2024			2023			Change				2024			2023			Change
Landscape Maintenance		$	487.0		$	521.7			(6.7	%)		$	1,743.2		$	1,857.5			(6.2	%)
Snow Removal		$	(0.5	)	$	(0.9	)		44.4	%		$	220.8		$	209.0			5.6	%
Total Revenue		$	486.5		$	520.8			(6.6	%)		$	1,964.0		$	2,066.5			(5.0	%)
Adjusted EBITDA		$	81.8		$	81.7			0.1	%		$	279.7		$	277.9			0.6	%
Adjusted EBITDA Margin			16.8	%		15.7	%		110	bps			14.2	%		13.4	%		80	bps
Capital Expenditures		$	29.3		$	10.1			190.1	%		$	61.3		$	56.1			9.3	%

For the fourth quarter of fiscal 2024, revenue in the Maintenance Services Segment decreased by $34.3 million, or 6.6%, from the prior year. The decrease was driven by a shortfall in underlying commercial landscape services, underpinned by strategic reductions of non-core businesses and to a lesser extent reduced ancillary services.

Adjusted EBITDA for the Maintenance Services Segment for the three months ended September 30, 2024 increased by $0.1 million to $81.8 million from $81.7 million in the 2023 period. Segment Adjusted EBITDA Margin increased 110 basis points to 16.8%, in the three months ended September 30, 2024 from 15.7% in the 2023 period. The increase in Segment Adjusted EBITDA Margin was principally driven by lower overhead as a result of the Company's cost management initiatives combined with the Company's strategic reductions of non-core businesses.

For the fiscal year ended September 30, 2024, revenue in the Maintenance Services Segment decreased by $102.5 million, or 5.0%, from the 2023 period. The decrease was driven by a $115.2 million, or 5.6%, decrease in underlying commercial landscape services, largely underpinned by strategic reductions in our non-core businesses, as well as a decline in our ancillary services business. This was partially offset by a $11.8 million increase in snow removal services revenue, primarily due to increased snow removal services volume.

Adjusted EBITDA for the Maintenance Services Segment for the fiscal year ended September 30, 2024 increased by $1.8 million to $279.7 million from $277.9 million in the 2023 period. Segment Adjusted EBITDA Margin increased 80 basis points to 14.2% in the year ended September 30, 2024, from 13.4% in the 2023 period. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were principally driven by lower labor costs as a result of the Company's cost management initiatives combined with the Company's strategic reductions of non-core businesses.

 

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Development Services - Operating Highlights
		Three Months Ended September 30,										Year Ended September 30,
($ in millions)		2024			2023			Change				2024			2023			Change
Revenue		$	244.1		$	224.7			8.6	%		$	808.8		$	758.0			6.7	%
Adjusted EBITDA		$	41.2		$	29.1			41.6	%		$	106.3		$	82.8			28.4	%
Adjusted EBITDA Margin			16.9	%		13.0	%		390	bps			13.1	%		10.9	%		220	bps
Capital Expenditures		$	2.6		$	1.0			160.0	%		$	12.8		$	8.2			56.1	%

For the fourth quarter of fiscal 2024, revenue in the Development Services Segment increased by $19.4 million, or 8.6%, compared to the prior year. The increase was driven by an increase in Development Services project volumes.

Adjusted EBITDA for the Development Services Segment for the three months ended September 30, 2024 increased $12.1 million to $41.2 million compared to the 2023 period and Adjusted EBITDA Margin increased 390 basis points to 16.9% for the quarter from 13.0% in the prior year. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were primarily driven by the increase in revenues described above.

For the fiscal year ended September 30, 2024, revenue in the Development Services Segment increased by $50.8 million, or 6.7%, compared to the 2023 period. The increase was driven by an increase in Development Services project volumes.

Adjusted EBITDA for the Development Services Segment fiscal year ended September 30, 2024 increased $23.5 million to $106.3 million compared to the 2023 period. Segment Adjusted EBITDA Margin increased 220 basis points to 13.1% for the period from 10.9% in the 2023 period. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were primarily driven by the increase in revenues described above.

 

Total BrightView Cash Flow Metrics
		Year Ended September 30,
($ in millions)		2024			2023			Change
Net Cash Provided by Operating Activities		$	205.6		$	129.9		58.3%
Free Cash Flow		$	145.3		$	80.2		81.2%
Capital Expenditures		$	78.4		$	71.3		10.0%

 

Net cash provided by operating activities for the fiscal year ended September 30, 2024 increased $75.7 million to $205.6 million from $129.9 million in the prior year. This increase was due to an increase in cash provided by accounts receivable and unbilled and deferred revenue. This was partially offset by increases in cash used for other operating assets and accounts payable and other operating liabilities.

Free Cash Flow increased $65.1 million to $145.3 million for the fiscal year ended September 30, 2024 from $80.2 million in the prior year. The increase in free cash flows was driven by an increase in cash provided by operating activities of $75.7 million in comparison to the 2023 period.

For the fiscal year ended September 30, 2024, capital expenditures were $78.4 million compared with $71.3 million in the 2023 period. The Company also generated proceeds from the sale of property and equipment of $18.1 million and $21.6 million during the fiscal year ended September 30, 2024 and 2023, respectively. Net of the proceeds from the sale of property and equipment, net capital expenditures represented 2.2% and 1.8% of revenue in the fiscal year ended September 30, 2024 and 2023, respectively.

 

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Total BrightView Balance Sheet Metrics
($ in millions)		September 30, 2024			September 30, 2023			September 30, 2022
Long-term debt, net		$	802.5		$	888.1		$	1,330.7
Total Financial Debt1			877.3			937.5			1,400.0
Minus:
Total Cash & Equivalents			140.4			67.0			9.6
Total Net Financial Debt2		$	736.9		$	870.5		$	1,394.7
Total Net Financial Debt to Adjusted EBITDA ratio3		2.3x			2.9x			4.8x
1Total Financial Debt includes total long-term debt, net of original issue discount, and finance lease obligations
2Total Net Financial Debt equals Total Financial Debt minus Total Cash & Equivalents
3Total Net Financial Debt to Adjusted EBITDA ratio equals Total Net Financial Debt divided by the trailing twelve month Adjusted EBITDA.

 

As of September 30, 2024, the Company’s Total Net Financial Debt was $736.9 million, a decrease of $133.6 million compared to $870.5 million as of September 30, 2023. The Company’s Total Net Financial Debt to Adjusted EBITDA ratio was 2.3x, 2.9x and 4.8x as of September 30, 2024, September 30, 2023, and September 30, 2022 respectively. The year-over-year decreases in Total Net Financial Debt and Total Net Financial Debt to Adjusted EBITDA ratio were primarily driven by the increase in the Company's Cash and Equivalents, repayment of $87.3 million under the receivable Financing Agreement, and an increase in Adjusted EBITDA.

Conference Call Information

A conference call to discuss the fourth quarter and full year fiscal 2024 financial results is scheduled for November 14, 2024, at 8:30 a.m. ET. The U.S. toll free dial-in for the conference call is (800) 225-9448 and the international dial-in is (203) 518-9708. The access code is BRIGHT. A live audio webcast of the conference call will be available on the Company’s investor website https://investor.brightview.com, where presentation materials will be posted prior to the call. A replay of the call will be available until 11:59 p.m. ET on November 28, 2024. To access the recording, dial (800) 839-9409 (access code 26549).

About BrightView

BrightView (NYSE: BV), the nation’s largest commercial landscaper, proudly designs, creates, and maintains some of the best landscapes on Earth and provides the most efficient and comprehensive snow and ice removal services. With a dependable service commitment, BrightView brings brilliant landscapes to life at premier properties across the United States, including business parks and corporate offices, homeowners' associations, healthcare facilities, educational institutions, retail centers, resorts and theme parks, municipalities, golf courses, and sports venues. BrightView also serves as the Official Field Consultant to Major League Baseball. Through industry-leading best practices and sustainable solutions, BrightView is invested in taking care of our team members, engaging our clients, inspiring our communities, and preserving our planet. Visit www.BrightView.com and connect with us on X (formerly known as Twitter), Facebook, and LinkedIn.

 

Forward Looking Statements

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this presentation, including statements relating to our fiscal 2025 guidance and other statements related to our goals, beliefs, business outlook, business trends, expectations regarding our industry, strategy, future events, future operations, future liquidity and financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. Words such as “outlook,” “guidance,” “projects,” “continues,” “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative variations of these words or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which are subject to risks, uncertainties, assumptions, changes in circumstances or other factors outside of the Company’s control that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Factors that could cause actual results to differ materially from those projected include, but are not limited to:; competitive industry pressures; the failure to retain current customers, renew existing customer contracts and obtain new customer contracts; a determination by customers to reduce their outsourcing or use of preferred vendors; the dispersed nature of our operating structure; our ability to implement our business strategies and achieve our growth objectives; the possibility that the

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anticipated benefits from our business acquisitions will not be realized in full or at all or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of acquired businesses’ operations will be greater than expected and the possibility that integration efforts will disrupt our business and strain management time and resources; the seasonal nature of our landscape maintenance services; our dependence on weather conditions and the impact of severe weather and climate change on our business; any failure to accurately estimate the overall risk, requirements, or costs when we bid on or negotiate contracts that are ultimately awarded to us; the conditions and periodic fluctuations of real estate markets, including residential and commercial construction; the level, timing and location of snowfall; our ability to retain or hire our executive management and other key personnel; our ability to attract and retain field and hourly employees, trained workers and third-party contractors and re-employ seasonal workers; any failure to properly verify employment eligibility of our employees; subcontractors taking actions that harm our business; our recognition of future impairment charges; laws and governmental regulations, including those relating to employees, wage and hour, immigration, human health and safety and transportation; environmental, health and safety laws and regulations, including regulatory costs, claims and litigation related to the use of chemicals and pesticides, herbicides and fertilizers by employees and related third-party claims; the distraction and impact caused by litigation, of adverse litigation judgments and settlements resulting from legal proceedings; tax increases and changes in tax rules; increase in on-job accidents involving employees; any failure, inadequacy, interruption, security failure or breach of our information technology systems whether owned by us or outsourced or managed by third parties; our failure to comply with data privacy regulations; our ability to adequately protect our intellectual property; our substantial indebtedness; increases in interest rates governing our variable rate indebtedness increasing the cost of servicing our substantial indebtedness; exposure to counterparty credit worthiness or non-performance with respect to the derivative financial instruments we utilize; restrictions imposed by our debt agreements that limit our flexibility in operating our business; our ability to generate sufficient cash flow to satisfy our significant debt service obligations; incurrence of substantially more debt by us or our subsidiaries; failure by the financial institutions that are part of the syndicate of our revolving credit facility to extend credit under the facility or reduce our borrowing base; any future sales, or the perception of future sales, by us or our affiliates, which could cause the market price for our common stock to decline; the ability of KKR BrightView Aggregator L.P., Birch-OR Equity Holdings, LLC and Birch Equity Holdings, LP to exert significant influence over us; the impact of holders of Series A Preferred Stock having certain voting and other rights that may adversely affect holders of our common stock; general business, economic and financial conditions; increases in raw material costs, fuel prices, wages and other operating costs; disruptions in our supply chain and changes in our ability to source adequate supplies and materials in a timely manner; risks related to natural disasters, terrorist attacks, public health emergencies, including pandemics, heightened inflation, geopolitical conflicts, recession, financial market disruptions, other economic conditions, and other external events; our reputation and/or business could be negatively impacted by environmental, social and governance (ESG) matters and our reporting of such matters; and costs and requirements imposed as a result of maintaining compliance with the requirements of being a public company.

Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Item 1A. Risk Factors” in our Form 10-K for the fiscal year ended September 30, 2024, and such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. Any forward-looking statement made in this press release speaks only as of the date on which it was made. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

 

Non-GAAP Financial Measures

To supplement the Company’s financial information presented in accordance with GAAP and aid understanding of the Company’s business performance, the Company uses certain non-GAAP financial measures, namely “Adjusted EBITDA”, “Adjusted EBITDA Margin”, “Adjusted Net Income”, “Adjusted Earnings per Share”, “Free Cash Flow”, “Total Financial Debt”, “Total Net Financial Debt” and “Total Net Financial Debt to Adjusted EBITDA ratio”. We believe Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share, Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio assist investors in comparing our results across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP financial measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management regularly uses these measures as tools in evaluating our operating performance, financial performance and liquidity. Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share, Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio to supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish

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discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures. In addition, we believe that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share, Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share, Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

Adjusted EBITDA: We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization, as further adjusted to exclude certain non-cash, non-recurring and other adjustment items.

Adjusted EBITDA Margin: We define Adjusted EBITDA Margin as Adjusted EBITDA, defined above, divided by Net Service Revenues.

Adjusted Net Income: We define Adjusted Net Income as net income (loss) including interest and depreciation, and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions and the removal of the discrete tax items.

Adjusted Earnings per Share: We define Adjusted Earnings per Share as Adjusted Net Income divided by the (i) weighted average number of common shares outstanding used in the calculation of basic earnings per share plus (ii) shares of common stock related to the Series A Preferred Stock on an as-converted basis, assumed to be converted for the entire period. The addition of shares of common stock related to the Series A Convertible Preferred Stock on an as-converted basis reflects the dilutive impact of the potential conversion of the Series A Preferred Stock and is expected to provide comparability in future periods.

Free Cash Flow: We define Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from the sale of property and equipment.

Total Financial Debt: We define Total Financial Debt as total long-term debt, net of original issue discount, and finance/capital lease obligations.

Total Net Financial Debt: We define Total Net Financial Debt as Total Financial Debt minus total cash and cash equivalents.

Total Net Financial Debt to Adjusted EBITDA ratio: We define Total Net Financial Debt to Adjusted EBITDA ratio as Total Net Financial Debt divided by the trailing twelve month Adjusted EBITDA.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share, Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) or the ratio of net income (loss) to net revenue as a measure of financial performance, cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to the same or other similarly titled measures of other companies and can differ significantly from company to company.

 

INVESTOR RELATIONS CONTACT:		MEDIA CONTACT:
BrightView Holdings, Inc.		David Freireich, VP of Communications & Public Affairs
IR@BrightView.com		484.567.7244
		David.Freireich@BrightView.com

 

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BrightView Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)

 

(in millions)*		September 30, 2024				September 30, 2023
Assets
Current assets:
Cash and cash equivalents		$	140.4			$	67.0
Accounts receivable, net			415.2				442.3
Unbilled revenue			137.8				143.5
Other current assets			86.7				89.3
Total current assets			780.1				742.1
Property and equipment, net			391.9				315.2
Intangible assets, net			95.8				132.3
Goodwill			2,015.7				2,021.4
Operating lease assets			81.3				86.1
Other assets			27.0				55.1
Total assets		$	3,391.8			$	3,352.2
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	144.1			$	136.2
Deferred revenue			83.8				68.2
Current portion of self-insurance reserves			52.8				54.8
Accrued expenses and other current liabilities			237.7				180.2
Current portion of operating lease liabilities			24.9				27.3
Total current liabilities			543.3				466.7
Long-term debt, net			802.5				888.1
Deferred tax liabilities			43.9				51.1
Self-insurance reserves			112.8				105.1
Long-term operating lease liabilities			62.6				65.1
Other liabilities			44.3				34.6
Total liabilities			1,609.4				1,610.7
Mezzanine equity:
Series A convertible preferred shares, $0.01 par value, 7% cumulative dividends; 500,000 shares issued and outstanding as of September 30, 2024 and September 30, 2023, aggregate liquidation preference of $512.0 and $503.2 as of September 30, 2024 and September 30, 2023, respectively			507.1				498.2
Stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding as of September 30, 2024 and September 30, 2023			—				—
Common stock, $0.01 par value; 500,000,000 shares authorized; 108,200,000 and 106,600,000 shares issued and 94,800,000 and 93,600,000 shares outstanding as of September 30, 2024 and September 30, 2023, respectively			1.1				1.1
Treasury stock, at cost; 13,400,000 and 13,000,000 shares as of September 30, 2024 and September 30, 2023, respectively			(173.5	)			(170.4	)
Additional paid-in capital			1,518.1				1,530.8
Accumulated deficit			(68.9	)			(135.3	)
Accumulated other comprehensive (loss) income			(1.5	)			17.1
Total stockholders’ equity			1,275.3				1,243.3
Total liabilities, mezzanine equity and stockholders’ equity		$	3,391.8			$	3,352.2

 

(*) Amounts may not total due to rounding.

---

BrightView Holdings, Inc.

Consolidated Statements of Operations

(Unaudited)

 

		Three Months Ended September 30,								Fiscal Year Ended September 30,
		2024				2023				2024				2023
(in millions)*
Net service revenues		$	728.7			$	743.7			$	2,767.1			$	2,816.0
Cost of services provided			546.6				558.1				2,121.5				2,137.1
Gross profit			182.1				185.6				645.6				678.9
Selling, general and administrative expense			121.5				120.5				496.5				533.4
Gain on divestiture			0.3				-				(43.6	)			-
Amortization expense			8.4				10.7				35.8				44.5
Income from operations			51.9				54.4				156.9				101.0
Other (income) expense			(0.6	)			8.7				(2.0	)			6.7
Interest expense, net			14.3				19.2				62.4				97.4
Income (loss) before income taxes			38.2				26.5				96.5				(3.1	)
Income tax expense			12.6				10.1				30.1				4.6
Net income (loss)		$	25.6			$	16.4			$	66.4			$	(7.7	)
Less: dividends on Series A convertible preferred shares			9.0				3.2				35.7				3.2
Net income (loss) attributable to common stockholders		$	16.6			$	13.2			$	30.7			$	(10.9	)
Earnings (loss) per share:
Basic earnings (loss) per share		$	0.11			$	0.12			$	0.21			$	(0.12	)
Diluted earnings (loss) per share		$	0.11			$	0.12			$	0.20			$	(0.12	)

 

 

 

BrightView Holdings, Inc.

Net Income (Loss) Available to Common Shareholders

(Unaudited)

 

		Three Months Ended September 30,								Fiscal Year Ended September 30,
		2024				2023				2024				2023
(in millions)*
Net income (loss)		$	25.6			$	16.4			$	66.4			$	(7.7	)
Less: dividends on Series A convertible preferred shares			(9.0	)			(3.2	)			(35.7	)			(3.2	)
Net income (loss) attributable to common stockholders		$	16.6			$	13.2			$	30.7			$	(10.9	)
Less: Earnings allocated to Convertible Preferred Shares			(6.0	)			(2.2	)			(11.2	)			-
Net income (loss) available to common shareholders		$	10.6			$	11.0			$	19.5			$	(10.9	)

 

(*) Amounts may not total due to rounding.

---

BrightView Holdings, Inc.

Segment Reporting

(Unaudited)

 

		Three Months Ended September 30,								Fiscal Year Ended September 30,
		2024				2023				2024				2023
(in millions)*
Maintenance Services		$	486.5			$	520.8			$	1,964.0			$	2,066.5
Development Services			244.1				224.7				808.8				758.0
Eliminations			(1.9	)			(1.8	)			(5.7	)			(8.5	)
Net Service Revenues		$	728.7			$	743.7			$	2,767.1			$	2,816.0
Maintenance Services		$	81.8			$	81.7			$	279.7			$	277.9
Development Services			41.2				29.1				106.3				82.8
Corporate			(17.8	)			(9.2	)			(61.3	)			(62.0	)
Adjusted EBITDA(1)		$	105.2			$	101.6			$	324.7			$	298.7
Maintenance Services		$	29.3			$	10.1			$	61.3			$	56.1
Development Services			2.6				1.0				12.8				8.2
Corporate			0.5				2.4				4.3				7.0
Capital Expenditures		$	32.4			$	13.5			$	78.4			$	71.3

 

(*) Amounts may not total due to rounding.

---

BrightView Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

		Fiscal Year Ended
		September 30, 2024				September 30, 2023
(in millions)*
Cash flows from operating activities:
Net income (loss)		$	66.4			$	(7.7	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation			108.4				105.2
Amortization of intangible assets			35.8				44.5
Amortization of financing costs and original issue discount			2.8				3.5
Loss on debt extinguishment			0.6				8.3
Deferred taxes			1.7				(21.5	)
Equity-based compensation			20.2				22.1
Realized gain on hedges			(11.1	)			(15.2	)
Gain on divestiture			(43.6	)			—
Other non-cash activities			(8.6	)			(5.3	)
Change in operating assets and liabilities:
Accounts receivable			19.9				(52.6	)
Unbilled and deferred revenue			22.1				(5.4	)
Other operating assets			11.4				17.1
Accounts payable and other operating liabilities			(20.4	)			36.9
Net cash provided by operating activities			205.6				129.9
Cash flows from investing activities:
Purchase of property and equipment			(78.4	)			(71.3	)
Proceeds from sale of property and equipment			18.1				21.6
Business acquisitions, net of cash acquired			—				(13.8	)
Proceeds from divestiture			51.0				—
Other investing activities			3.7				2.1
Net cash (used) by investing activities			(5.6	)			(61.4	)
Cash flows from financing activities:
Repayments of finance lease obligations			(36.3	)			(27.6	)
Repayments of term loan			—				(459.0	)
Repayments of receivables financing agreement			(87.3	)			(554.5	)
Repayments of revolving credit facility			—				(33.5	)
Proceeds from receivables financing agreement, net of issuance costs			0.5				549.5
Proceeds from revolving credit facility			—				33.5
Debt issuance and prepayment costs			(2.5	)			(1.8	)
Series A preferred stock dividend			(17.8	)			—
Proceeds from issuance of Series A preferred stock, net of issuance costs			—				495.0
Proceeds from issuance of common stock, net of share issuance costs			3.0				1.2
Repurchase of common stock and distributions			(3.1	)			(2.2	)
Contingent business acquisition payments			(5.1	)			(22.1	)
Increase in book overdrafts			20.1				—
Other financing activities			1.9				(0.1	)
Net cash (used) by financing activities			(126.6	)			(21.6	)
Net change in cash and cash equivalents			73.4				46.9
Cash and cash equivalents, beginning of period			67.0				20.1
Cash and cash equivalents, end of period		$	140.4			$	67.0
Supplemental Cash Flow Information:
Cash (received) paid for income taxes, net		$	34.4			$	(9.8	)
Cash paid for interest		$	67.7			$	82.1
Non-cash Series A Preferred Stock dividends		$	8.9			$	3.2
Accrual for property and equipment		$	50.7			$	—

 

---

 

(*) Amounts may not total due to rounding.

BrightView Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

 

		Fiscal Year Ended September 30,								Three Months Ended September 30,
(in millions)*		2024				2023				2024				2023
Adjusted EBITDA
Net income (loss)		$	66.4			$	(7.7	)		$	25.6			$	16.4
Plus:
Interest expense, net			62.4				97.4				14.2				19.2
Income tax expense			30.1				4.6				12.6				10.1
Depreciation expense			108.4				105.2				28.6				24.3
Amortization expense			35.8				44.5				8.6				10.7
Business transformation and integration costs (a)			44.1				23.7				10.2				6.2
Gain on divestiture (b)			(43.6	)			—				0.3				—
Equity-based compensation (c)			20.5				22.3				5.1				6.4
COVID-19 related expenses (d)			—				0.4				—				—
Debt extinguishment (e)			0.6				8.3				—				8.3
Adjusted EBITDA		$	324.7			$	298.7			$	105.2			$	101.6
Adjusted Net Income
Net income (loss)		$	66.4			$	(7.7	)		$	25.6			$	16.4
Plus:
Amortization expense			35.8				44.5				8.6				10.7
Business transformation and integration costs (a)			44.1				23.7				10.2				6.2
Gain on divestiture (b)			(43.6	)			—				0.3				—
Equity-based compensation (c)			20.5				22.3				5.1				6.4
COVID-19 related expenses (d)			—				0.4				—				—
Debt extinguishment (e)			0.6				8.3				—				8.3
Income tax adjustment (f)			(10.7	)			(30.1	)			(5.0	)			(20.1	)
Adjusted Net Income		$	113.1			$	61.4			$	44.8			$	27.9
Free Cash Flow
Cash flows provided by operating activities		$	205.6			$	129.9			$	53.5			$	40.6
Minus:
Capital expenditures			78.4				71.3				32.4				13.4
Plus:
Proceeds from sale of property and equipment			18.1				21.6				4.0				14.8
Free Cash Flow		$	145.3			$	80.2			$	25.1			$	42.0
Adjusted Earnings per Share
Numerator:
Adjusted Net Income (Loss)		$	113.1			$	61.4			$	44.8			$	27.9
Denominator:
Weighted average number of common shares outstanding – basic			94,673,000				93,412,000				94,687,000				93,420,000
Plus:
Dilutive impact of Series A convertible preferred stock as-converted			54,242,000				53,301,000				54,242,000				53,301,000
Adjusted weighted average number of common shares outstanding			148,915,000				146,713,000				148,929,000				146,721,000
Adjusted Earnings per Share		$	0.76			$	0.42			$	0.30			$	0.19

 

(*) Amounts may not total due to rounding.

---

BrightView Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

 

 

		Fiscal Year Ended September 30,								Three Months Ended September 30,
(in millions)		2024				2023				2024				2023
Severance and related costs (g)		$	16.6			$	8.9			$	6.1			$	2.9
Business integration (h)			(0.4	)			6.2				0.1				0.9
IT infrastructure, transformation, and other (i)			27.9				8.6				4.0				2.4
Business transformation and integration costs		$	44.1			$	23.7			$	10.2			$	6.2

 

		Year Ended September 30,								Three Months Ended September 30,
(in millions)*		2024				2023				2024				2023
Tax impact of pre-tax income adjustments		$	12.8			$	34.1			$	(6.5	)		$	23.4
Discrete tax items			(2.1	)			(4.0	)			11.5				(3.3	)
Income tax adjustment		$	10.7			$	30.1			$	5.0			$	20.1

 

 

---

BrightView Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

 

 

 

 

Total Financial Debt and Total Net Financial Debt
(in millions)*		September 30, 2024				September 30, 2023				September 30, 2022
Long-term debt, net		$	802.5			$	888.1			$	1,330.7
Plus:
Current portion of long term debt			—				—				12.0
Financing costs, net			6.5				6.6				10.6
Present value of net minimum payment - finance lease obligations (j)			68.3				42.8				41.7
Total Financial Debt			877.3				937.5				1,395.0
Less: Cash and cash equivalents			(140.4	)			(67.0	)			(20.1	)
Total Net Financial Debt		$	736.9			$	870.5			$	1,374.9
Total Net Financial Debt to Adjusted EBITDA ratio		2.3x				2.9x				4.8x

 

(*) Amounts may not total due to rounding.

---

 

BrightView Holdings, Inc.

Summary Segment Information (unaudited)

(dollars in million)

 

The unaudited reclassified segment financial information below is provided to reflect the change in the Company's reporting segment presentation effective the first quarter of 2025. Under the revised segment presentation, certain expenses currently classified as “Corporate,” including corporate executive compensation, finance, legal, information technology, and other corporate costs will be instead allocated to its two reportable segments, Maintenance Services and Developmental Services, on a pro rata basis, based on segment revenue. The Company will begin to report results under the updated segment structure beginning with the filing of its Quarterly Report on Form 10-Q for the quarter ending December 31, 2024.

 

Reportable segment data on an annual basis for the years ended September 30, 2024, 2023, and 2022 and on a quarterly basis for the years ended September 30, 2024 and 2023 are presented in the tables below:

 

	Fiscal Year Ended September 30,
	2024				2023				2022
Maintenance Services	$	236.2			$	233.1			$	230.5
Development Services		88.5				65.6				57.4
Adjusted EBITDA	$	324.7			$	298.7			$	287.9
Maintenance Services	$	64.4			$	61.2			$	91.8
Development Services		14.0				10.1				15.5
Capital Expenditures	$	78.4			$	71.3			$	107.3

 

	Fiscal Year Ended September 30, 2024
	Q1				Q2				Q3				Q4
Maintenance Services	$	31.4			$	55.1			$	80.4			$	69.2
Development Services		15.3				9.7				27.5				36.0
Adjusted EBITDA	$	46.7			$	64.8			$	107.9			$	105.2
Maintenance Services	$	8.6			$	9.3			$	16.8			$	29.7
Development Services		1.5				3.3				6.4				2.7
Capital Expenditures	$	10.1			$	12.6			$	23.2			$	32.4

 

	Fiscal Year Ended September 30, 2023
	Q1				Q2				Q3				Q4
Maintenance Services	$	37.2			$	38.7			$	82.2			$	75.0
Development Services		11.4				8.1				19.6				26.5
Adjusted EBITDA	$	48.6			$	46.8			$	101.8			$	101.6
Maintenance Services	$	24.9			$	12.8			$	11.8			$	11.8
Development Services		2.3				2.7				3.4				1.7
Capital Expenditures	$	27.2			$	15.5			$	15.2			$	13.5

 

Adjusted EBITDA is a non-GAAP financial measurement used to evaluate our operating performance. The following table reconciles non-GAAP adjusted EBITDA to GAAP Net Income for the years ended September 30, 2024, 2023, 2022, and quarterly for the years ended September 30, 2024, and 2023.

 

 

 

 

---

 

		Fiscal year Ended September 30,
		2024				2023				2022
Net income (loss)		$	66.4			$	(7.7	)		$	14.0
Interest expense, net			62.4				97.4				53.3
Income tax expense			30.1				4.6				5.6
Depreciation expense			108.4				105.2				98.9
Amortization expense			35.8				44.5				51.5
Business transformation and integration costs (a)			44.1				23.7				21.5
Gain on divestiture (b)			(43.6	)			—				0.1
Equity-based compensation (c)			20.5				22.3				19.0
COVID-19 related expenses (d)			—				0.4				11.4
Debt extinguishment (e)			0.6				8.3				12.6
Adjusted EBITDA		$	324.7			$	298.7			$	287.9

 

 

 

		Fiscal year Ended September 30,
		2024				2023				2022
Severance and related costs (f)		$	16.6			$	8.9			$	1.6
Business integration (g)			(0.4	)			6.2				8.2
IT infrastructure, transformation, and other (h)			27.9				8.6				11.7
Business transformation and integration costs		$	44.1			$	23.7			$	21.5

 

 

---

		Fiscal Year Ended September 30, 2024
		Q1				Q2				Q3				Q4
Net income (loss)		$	(16.4	)		$	33.7			$	23.5			$	25.6
Interest expense, net			17.1				16.0				15.1				14.2
Income tax expense			(5.7	)			13.3				9.9				12.6
Depreciation expense			25.6				26.1				28.1				28.6
Amortization expense			10.1				8.7				8.6				8.6
Business transformation and integration costs (a)			10.7				6.1				17.1				10.2
Gain on divestiture (b)			—				(43.9	)			(0.1	)			0.3
Equity-based compensation (c)			5.3				4.8				5.1				5.1
Debt extinguishment (d)			—				—				0.6				—
Adjusted EBITDA		$	46.7			$	64.8			$	107.9			$	105.2

 

 

		Fiscal year Ended September 30, 2024
		Q1				Q2				Q3				Q4
Severance and related costs (e)		$	2.5			$	3.7			$	4.3			$	6.1
Business integration (f)			0.6				(1.5	)			0.4				0.1
IT infrastructure, transformation, and other (g)			7.6				3.9				12.4				4.0
Business transformation and integration costs		$	10.7			$	6.1			$	17.1			$	10.2

 

---

		Fiscal Year Ended September 30, 2023
		Q1				Q2				Q3				Q4
Net income (loss)		$	(18.9	)		$	(22.0	)		$	16.8			$	16.4
Interest expense, net			23.2				27.7				27.4				19.2
Income tax expense			(5.5	)			(7.7	)			7.6				10.1
Depreciation expense			27.1				27.4				26.4				24.3
Amortization expense			11.9				11.0				10.8				10.7
Business transformation and integration costs (a)			4.7				4.1				8.9				6.2
Equity-based compensation (b)			5.7				6.3				3.9				6.4
COVID-19 related expenses (c)			0.4				—				—				—
Debt extinguishment (d)			-				-				-				8.3
Adjusted EBITDA		$	48.6			$	46.8			$	101.8			$	101.6

 

		Fiscal year Ended September 30, 2023
		Q1				Q2				Q3				Q4
Severance and related costs (e)		$	0.1			$	1.8			$	4.1			$	2.9
Business integration (f)			2.7				-				2.8				0.9
IT infrastructure, transformation, and other (g)			1.9				2.3				2.0				2.4
Business transformation and integration costs		$	4.7			$	4.1			$	8.9			$	6.2

 

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v3.24.3

Cover	Nov. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 13, 2024
Entity File Number	001-38579
Entity Registrant Name	BrightView Holdings, Inc.
Entity Central Index Key	0001734713
Entity Tax Identification Number	46-4190788
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	980 Jolly Road
Entity Address, City or Town	Blue Bell
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19422
City Area Code	844
Local Phone Number	235-7778
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	BV
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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