Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | BrightView Holdings, Inc. | |
Trading Symbol | BV | |
Entity Central Index Key | 0001734713 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 94,600,000 | |
Entity Current Reporting Status | Yes | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Common Stock, Par Value $0.01 Per Share | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38579 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4190788 | |
Entity Address, Address Line One | 980 Jolly Road | |
Entity Address, City or Town | Blue Bell | |
Entity Address, State or Province | PA | |
Entity Address, Country | US | |
Entity Address, Postal Zip Code | 19422 | |
City Area Code | 484 | |
Local Phone Number | 567-7204 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2024 | Sep. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 115.9 | $ 67 |
Accounts receivable, net | 446.4 | 442.3 |
Unbilled revenue | 123.5 | 143.5 |
Other current assets | 74.3 | 89.3 |
Total current assets | 760.1 | 742.1 |
Property and equipment, net | 355.6 | 315.2 |
Intangible assets, net | 104.1 | 132.3 |
Goodwill | 2,015.7 | 2,021.4 |
Operating lease assets | 83 | 86.1 |
Other assets | 44.7 | 55.1 |
Total assets | 3,363.2 | 3,352.2 |
Current liabilities: | ||
Accounts payable | 140.5 | 136.2 |
Deferred revenue | 94.6 | 68.2 |
Current portion of self-insurance reserves | 54.2 | 54.8 |
Accrued expenses and other current liabilities | 210 | 180.2 |
Current portion of operating lease liabilities | 25.3 | 27.3 |
Total current liabilities | 524.6 | 466.7 |
Long-term debt, net | 807 | 888.1 |
Deferred tax liabilities | 40.5 | 51.1 |
Self-insurance reserves | 111.1 | 105.1 |
Long-term operating lease liabilities | 64 | 65.1 |
Other liabilities | 45.1 | 34.6 |
Total liabilities | 1,592.3 | 1,610.7 |
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding as of June 30, 2024 and September 30, 2023 | 0 | 0 |
Common stock, $0.01 par value; 500,000,000 shares authorized; 108,000,000 and 106,600,000 shares issued and 94,600,000 and 93,600,000 shares outstanding as of June 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 June 30, 2024 and September 30, 2023, respectively | (173.5) | (170.4) |
Additional paid-in-capital | 1,520 | 1,530.8 |
Accumulated deficit | (94.5) | (135.3) |
Accumulated other comprehensive income | 10.7 | 17.1 |
Total stockholders’ equity | 1,263.8 | 1,243.3 |
Total liabilities, mezzanine equity and stockholders' equity | 3,363.2 | 3,352.2 |
Series A Convertible Preferred Stock | ||
Mezzanine equity: | ||
Convertible preferred shares | $ 507.1 | $ 498.2 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2024 | Mar. 31, 2024 | Sep. 30, 2023 |
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, authorized | 50,000,000 | 50,000,000 | |
Preferred stock, issued | 0 | 0 | |
Preferred stock, outstanding | 0 | 0 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, authorized | 500,000,000 | 500,000,000 | |
Common stock, issued | 108,000,000 | 106,600,000 | |
Common stock, outstanding | 94,600,000 | 93,600,000 | |
Treasury Stock, shares | 13,400,000 | 13,000,000 | |
Series A Convertible Preferred Stock | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, issued | 500,000 | 500,000 | |
Preferred stock, outstanding | 500,000 | 500,000 | |
Percentage of Cumulative Dividend | 7% | 7% | |
Preferred stock, Liquidation Preference | $ 512 | $ 503.2 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net service revenues | $ 738.8 | $ 766 | $ 2,038.4 | $ 2,072.3 |
Cost of services provided | 561.2 | 567.4 | 1,575 | 1,579 |
Gross profit | 177.6 | 198.6 | 463.4 | 493.3 |
Selling, general and administrative expense | 120.1 | 136.6 | 375 | 413 |
Gain on divestiture | (0.1) | 0 | (44) | 0 |
Amortization expense | 8.6 | 10.8 | 27.4 | 33.7 |
Income from operations | 49 | 51.2 | 105 | 46.6 |
Other expense (income) | 0.5 | (0.6) | (1.5) | (2.1) |
Interest expense, net | 15.1 | 27.4 | 48.2 | 78.3 |
Income (loss) before income taxes | 33.4 | 24.4 | 58.3 | (29.6) |
Income tax expense (benefit) | 9.9 | 7.6 | 17.5 | (5.5) |
Net income (loss) | 23.5 | 16.8 | 40.8 | (24.1) |
Less: dividends on Series A convertible preferred shares | 8.9 | 0 | 26.7 | 0 |
Net income (loss) attributable to common stockholders | $ 14.6 | $ 16.8 | $ 14.1 | $ (24.1) |
Earnings (loss) per share: | ||||
Basic earnings (loss) per share | $ 0.1 | $ 0.18 | $ 0.09 | $ (0.26) |
Diluted earnings (loss) per share | $ 0.1 | $ 0.18 | $ 0.09 | $ (0.26) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income (loss) | $ 23.5 | $ 16.8 | $ 40.8 | $ (24.1) | |
Net derivative gains (losses) and other costs arising during the period, net of tax expense of $0.8; $5.8; $0.0; and $6.2, respectively | [1] | 2.5 | 16 | (0.2) | 17.2 |
Reclassification of (gains) into net income (loss), net of tax (expense) of $(0.8); $(0.5); $(2.3); and $(1.5), respectively | (2.1) | (2.1) | (6.2) | (5.4) | |
Other comprehensive income (loss) | 0.4 | 13.9 | (6.4) | 11.8 | |
Comprehensive income (loss) | $ 23.9 | $ 30.7 | $ 34.4 | $ (12.3) | |
[1] Other costs include the effects of foreign currency translation adjustments which were immaterial during the periods presented. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net derivative gains (losses) and other costs arising during the period, net of tax expense (benefit) | $ 0.8 | $ 5.8 | $ 0 | $ 6.2 |
Reclassification of (gains) into net income (loss), net of tax (expense) | $ (0.8) | $ (0.5) | $ (2.3) | $ (1.5) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Preferred Shares |
Balance at Sep. 30, 2022 | $ 1,216.8 | $ 1.1 | $ 1,509.5 | $ (127.6) | $ 2 | $ (168.2) | |
Balance, Shares at Sep. 30, 2022 | 105.7 | ||||||
Net income (loss) | (24.1) | (24.1) | |||||
Other comprehensive income, net of tax | 11.8 | 11.8 | |||||
Capital contributions and issuance of common stock | 1.5 | 1.5 | |||||
Capital contributions and issuance of common stock, Shares | 0.6 | ||||||
Equity-based compensation | 15.7 | 15.7 | |||||
Series A Preferred Stock dividends | (1.3) | (1.3) | |||||
Balance at Jun. 30, 2023 | 1,220.4 | $ 1.1 | 1,526.7 | (151.7) | 13.8 | (169.5) | |
Balance, Shares at Jun. 30, 2023 | 106.3 | ||||||
Balance at Mar. 31, 2023 | 1,185.9 | $ 1.1 | 1,522.8 | (168.5) | (0.1) | (169.4) | |
Balance, Shares at Mar. 31, 2023 | 106.4 | ||||||
Net income (loss) | 16.8 | 16.8 | |||||
Other comprehensive income, net of tax | 13.9 | 13.9 | |||||
Capital contributions and issuance of common stock, Shares | (0.1) | ||||||
Equity-based compensation | 3.9 | 3.9 | |||||
Series A Preferred Stock dividends | (0.1) | (0.1) | |||||
Balance at Jun. 30, 2023 | 1,220.4 | $ 1.1 | 1,526.7 | (151.7) | 13.8 | (169.5) | |
Balance, Shares at Jun. 30, 2023 | 106.3 | ||||||
Balance at Sep. 30, 2023 | 1,243.3 | $ 1.1 | 1,530.8 | (135.3) | 17.1 | (170.4) | $ 498.2 |
Balance, Shares at Sep. 30, 2023 | 106.6 | 0.5 | |||||
Net income (loss) | 40.8 | 40.8 | |||||
Other comprehensive income, net of tax | (6.4) | (6.4) | |||||
Capital contributions and issuance of common stock | 0.8 | 0.8 | |||||
Capital contributions and issuance of common stock, Shares | 1.4 | ||||||
Equity-based compensation | 15.1 | 15.1 | |||||
Repurchase of common stock and distributions | (3.1) | (3.1) | |||||
Series A Preferred Stock dividends | (26.7) | (26.7) | $ 8.9 | ||||
Balance at Jun. 30, 2024 | 1,263.8 | $ 1.1 | 1,520 | (94.5) | 10.7 | (173.5) | $ 507.1 |
Balance, Shares at Jun. 30, 2024 | 108 | 0.5 | |||||
Balance at Mar. 31, 2024 | 1,243.9 | $ 1.1 | 1,523.4 | (118) | 10.3 | (172.9) | $ 507.1 |
Balance, Shares at Mar. 31, 2024 | 107.9 | 0.5 | |||||
Net income (loss) | 23.5 | 23.5 | |||||
Other comprehensive income, net of tax | 0.4 | 0.4 | |||||
Capital contributions and issuance of common stock | 0.4 | 0.4 | |||||
Capital contributions and issuance of common stock, Shares | 0.1 | ||||||
Equity-based compensation | 5.1 | 5.1 | |||||
Repurchase of common stock and distributions | (0.6) | (0.6) | |||||
Series A Preferred Stock dividends | (8.9) | (8.9) | |||||
Balance at Jun. 30, 2024 | $ 1,263.8 | $ 1.1 | $ 1,520 | $ (94.5) | $ 10.7 | $ (173.5) | $ 507.1 |
Balance, Shares at Jun. 30, 2024 | 108 | 0.5 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Cash flows from operating activities: | |||
Net income (loss) | $ 40.8 | $ (24.1) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation | 79.8 | 80.9 | |
Amortization of intangible assets | 27.4 | 33.7 | |
Amortization of financing costs and original issue discount | 2 | 2.7 | |
Loss on debt extinguishment | [1] | 0.6 | 0 |
Deferred taxes | (10.1) | (23) | |
Equity-based compensation | 15.1 | 15.7 | |
Realized gain on hedges | (8.5) | (6.9) | |
Gain on divestiture | (44) | 0 | |
Other non-cash activities | (6) | 0.1 | |
Change in operating assets and liabilities: | |||
Accounts receivable | (9.9) | (53.3) | |
Unbilled and deferred revenue | 47.1 | 11 | |
Other operating assets | 21.4 | 17.3 | |
Accounts payable and other operating liabilities | (3.6) | 35.2 | |
Net cash provided by operating activities | 152.1 | 89.3 | |
Cash flows from investing activities: | |||
Purchase of property and equipment | (46) | (57.9) | |
Proceeds from sale of property and equipment | 14.1 | 6.8 | |
Business acquisitions, net of cash acquired | 0 | (13.8) | |
Proceeds from divestiture | 51.6 | 0 | |
Other investing activities | 3.2 | 1.9 | |
Net cash provided (used) by investing activities | 22.9 | (63) | |
Cash flows from financing activities: | |||
Repayments of finance lease obligations | (26.4) | (20.9) | |
Repayments of term loan | 0 | (9) | |
Repayments of receivables financing agreement | (82.2) | (448) | |
Repayments of revolving credit facility | 0 | (33.5) | |
Proceeds from receivables financing agreement, net of issuance costs | 0.5 | 460 | |
Proceeds from revolving credit facility | 0 | 33.5 | |
Debt issuance and prepayment costs | (2.4) | 0 | |
Series A preferred stock dividend | (8.9) | 0 | |
Proceeds from issuance of common stock, net of share issuance costs | 1.3 | 1 | |
Repurchase of common stock and distributions | (3.1) | (1.3) | |
Contingent business acquisition payments | (4.7) | (18.5) | |
Other financing activities | (0.2) | (0.1) | |
Net cash (used) by financing activities | (126.1) | (36.8) | |
Net change in cash and cash equivalents | 48.9 | (10.5) | |
Cash and cash equivalents, beginning of period | 67 | 20.1 | |
Cash and cash equivalents, end of period | 115.9 | 9.6 | |
Supplemental Cash Flow Information | |||
Cash paid (received) for income taxes, net | 14.8 | (18.4) | |
Cash paid for interest | 61.9 | 62.9 | |
Accrual for property and equipment | 21.3 | 0 | |
Series A Preferred Stock [Member] | |||
Supplemental Cash Flow Information | |||
Non-cash Series A Preferred Stock dividends | $ 8.9 | $ 0 | |
[1] Represents losses on the extinguishment of debt related to Amendment No. 8 to the Credit Agreement and includes the write-off of deferred finance fees and original issue discount. |
Business and Basis of Presentat
Business and Basis of Presentation | 9 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | 1 . Business BrightView Holdings, Inc. (the “Company” and, collectively with its consolidated subsidiaries, “BrightView”) provides landscape maintenance and enhancements, landscape development, snow removal and other landscape related services for commercial customers throughout the United States. BrightView is aligned into two reportable segments: Maintenance Services and Development Services. Prior to its initial public offering completed in July 2018 (the “IPO”), the Company was a wholly-owned subsidiary of BrightView Parent L.P. (“Parent”), an affiliate of KKR & Co. Inc. (“KKR”). The Parent and Company were formed through a series of transactions entered into by KKR to acquire the Company on December 18, 2013 (the “KKR Acquisition”). The Parent was dissolved in August 2018 following the IPO. Basis of Presentation These consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and are unaudited. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, including normal, recurring accruals that are necessary for a fair presentation of the Company’s operations for the periods presented in conformity with GAAP. All intercompany activity and balances have been eliminated from the consolidated financial statements. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. The Consolidated Balance Sheet as of September 30, 2023, presented herein, has been derived from the Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2023, but does not include all disclosures required by GAAP, for annual financial statements. For a more complete discussion of the Company’s accounting policies and certain other information, refer to the audited consolidated financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2023 , filed with the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, management reviews its estimates, including those related to allowances for doubtful accounts, revenue recognition, self-insurance reserves, estimates related to the Company’s assessment of goodwill for impairment, useful lives for depreciation and amortization, realizability of deferred tax assets, and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from estimates. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Jun. 30, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | 2 . Recent Accounting Pronouncements Reference Rate Reform In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides optional expedients and exceptions for the accounting for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In January 2021, the FASB issued ASU 2021-01 to clarify the scope of certain optional expedients for derivatives that are affected by the discounting transition. In December 2022, the FASB issued ASU 2022-06 to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. As of June 30, 2024, the Company was not party to any contracts, hedging relationships, or other transactions affected by reference rate reform. Segment Reporting In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The amendment is effective for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact of ASU No. 2023-07 on its consolidated financial statements. Income Taxes In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands public entities tax disclosures including improving disclosures surrounding the company's rate reconciliation, cash taxes paid, and disaggregation of income tax expense (or benefit) from continuing operations. The amendment is effective for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the impact of ASU No. 2023-09 on its consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3 . Revenue The Company’s revenue is generated from Maintenance Services and Development Services. The Company generally recognizes revenue from the sale of services as the services are performed, typically ratably over the term of the contract(s), which the Company believes to be the best measure of progress. The Company recognizes revenues as it transfers control of products and services to its customers. The Company recognizes revenue in an amount reflecting the total consideration it expects to receive from the customer. Revenue is recognized according to the following five step model: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. The Company determined that for contracts containing multiple performance obligations, stand-alone selling price is readily determinable for each performance obligation and therefore allocation of the transaction price to multiple performance obligations is not necessary. The transaction price will include estimates of variable consideration, such as returns and provisions for doubtful accounts and sales incentives, to the extent it is probable that a significant reversal of revenue recognized will not occur. In all cases, when a sale is recorded by the Company, no significant uncertainty exists surrounding the purchaser’s obligation to pay. Maintenance Services The Company’s Maintenance Services revenues are generated primarily through landscape maintenance services and snow removal services. Landscape maintenance services that are primarily viewed as non-discretionary, such as lawn care, mowing, gardening, mulching, leaf removal, irrigation and tree care, are provided under recurring annual contracts, which typically range from one to three years in duration and are generally cancellable by the customer with 30-90 days’ notice. Snow removal services are provided on either fixed fee based contracts or per occurrence contracts. Both landscape maintenance services and snow removal services can also include enhancement services that represent supplemental maintenance or improvement services generally provided under contracts of short duration related to specific services. Revenue for landscape maintenance and snow removal services under fixed fee models is recognized over time using an output based method. Additionally, a portion of the Company’s recurring fixed fee landscape maintenance and snow removal services are recorded under the series guidance. The right to invoice practical expedient is generally applied to revenue related to landscape maintenance and snow removal services performed in relation to per occurrence contracts as well as enhancement services. When use of the practical expedient is not appropriate for these contracts, revenue is recognized using a cost-to-cost input method. Fees for contracted landscape maintenance services are typically billed on an equal monthly basis. Fees for fixed fee snow removal services are typically billed on an equal monthly basis during snow season, while fees for time and material or other activity-based snow removal services are typically billed as the services are performed. Fees for enhancement services are typically billed as the services are performed. Development Services Development Services revenues are generated primarily through landscape architecture and development services. These revenues are primarily recognized over time using the cost-to-cost input method, measured by the percentage of cost incurred to date to the estimated total cost for each contract, which we believe to be the best measure of progress. The full amount of anticipated losses on contracts is recorded as soon as such losses can be estimated. These losses are immaterial to current and historical operations. Changes in job performance, job conditions, and estimated profitability, including final contract settlements, may result in revisions to costs and revenue and are recognized in the period in which the revisions are determined. Disaggregation of revenue The following table presents the Company’s reportable segment revenues, disaggregated by revenue type. The Company disaggregates revenue from contracts with customers into major services lines. The Company has determined that disaggregating revenue into these categories depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in the business segment reporting information in Note 12 “Segments”, the Company’s reportable segments are Maintenance Services and Development Services. Three Months Ended Nine Months Ended 2024 2023 2024 2023 Landscape Maintenance $ 516.2 $ 555.3 $ 1,256.3 $ 1,335.8 Snow Removal 8.5 9.3 221.2 209.9 Maintenance Services 524.7 564.6 1,477.5 1,545.7 Development Services 215.0 203.4 564.8 533.3 Eliminations ( 0.9 ) ( 2.0 ) ( 3.9 ) ( 6.7 ) Net service revenues $ 738.8 $ 766.0 $ 2,038.4 $ 2,072.3 Remaining Performance Obligations Remaining performance obligations represent the estimated revenue expected to be recognized in the future related to performance obligations which are fully or partially unsatisfied at the end of the period. As of June 30, 2024, the estimated future revenues for remaining performance obligations that are part of a contract that has an original expected duration of greater than one year was approximately $ 556.4 . The Company expects to recognize revenue on 58 % of the remaining performance obligations over the next 12 months and an additional 42 % over the 12 months thereafter. Contract Assets and Liabilities When a contract results in revenue being recognized in excess of the amount the Company has invoiced or has the right to invoice to the customer, a contract asset is recognized. Contract assets are transferred to Accounts receivable, net when the rights to the consideration become unconditional. Contract assets are presented as Unbilled revenue on the Consolidated Balance Sheets. There were $ 139.7 of amounts billed and $ 119.7 of additions to our unbilled revenue balance during the nine month period ended June 30, 2024. Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services such that control has not passed to the customer. Contract liabilities are presented as Deferred revenue on the Consolidated Balance Sheets. Changes in Deferred revenue for the nine month period ended June 30, 2024 were as follows: Deferred Balance, September 30, 2023 $ 68.2 Recognition of revenue ( 850.1 ) Deferral of revenue 877.4 Divestiture (Note 6) ( 0.9 ) Balance, June 30, 2024 $ 94.6 Practical Expedients and Exemptions The Company offers certain interest-free contracts to customers where payments are received over a period not exceeding one year. Additionally, certain Maintenance Services and Development Services customers may pay in advance for services. The Company does not adjust the promised amount of consideration for the effects of these financing components . At contract inception, the period of time between the performance of services and the customer payment is one year or less. As permitted under the practical expedient available under ASU No. 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Accounts Receivable, net | 4 . Accounts Receivable, net Accounts receivable of $ 446.4 and $ 442.3 , is net of an allowance for doubtful accounts of $ 10.0 and $ 5.1 and includes amounts of retention on incomplete projects to be completed within one year of $ 61.7 and $ 58.7 as of June 30, 2024 and September 30, 2023 , respectively. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 5 . Property and Equipment, net Property and equipment, net consists of the following: Useful Life June 30, September 30, Land — $ 42.9 $ 44.7 Buildings and leasehold improvements 2 - 40 yrs. 45.9 45.6 Operating equipment 2 - 7 yrs. 384.1 338.8 Transportation vehicles 3 - 7 yrs. 377.3 351.9 Office equipment and software 3 - 10 yrs. 74.0 68.7 Construction in progress — 4.4 7.7 Property and equipment 928.6 857.4 Less: Accumulated depreciation 573.0 542.2 Property and equipment, net $ 355.6 $ 315.2 Construction in progress includes costs incurred for software and other assets that have not yet been placed in service. Depreciation expense related to property and equipment was $ 28.1 and $ 26.4 for the three months ended June 30, 2024 and 2023, respectively. Depreciation expense related to property and equipment was $ 79.8 and $ 80.9 for the nine months ended June 30, 2024 and 2023, respectively. |
Intangible Assets, Goodwill, Ac
Intangible Assets, Goodwill, Acquisitions, and Divestitures | 9 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Goodwill, Acquisitions, and Divestitures | 6. Intangible Assets, Goodwill, Acquisitions, and Divestitures Intangible Assets Identifiable intangible assets consist of acquired customer contracts and relationships, trademarks, and non-compete agreements. Amortization expense related to intangible assets was $ 8.6 and $ 10.8 for the three months ended June 30, 2024 and 2023, respectively. Amortization expense related to intangible assets was $ 27.4 and $ 33.7 for the nine months ended June 30, 2024 and 2023, respectively. These assets are amortized over their estimated useful lives of which the reasonableness is continually evaluated by the Company. The weighted average amortization periods of intangible assets acquired during the nine months ended June 30, 2023 was seven years . Intangible assets, net, as of June 30, 2024 and September 30, 2023 consisted of the following: June 30, 2024 September 30, 2023 Estimated Gross Accumulated Gross Accumulated Customer relationships 6 - 21 yrs. $ 715.9 $ ( 611.8 ) $ 725.5 $ ( 594.1 ) Trademarks 12 yrs. — — 3.8 ( 2.9 ) Non-compete agreements 5 yrs. — — 2.7 ( 2.7 ) Total intangible assets $ 715.9 $ ( 611.8 ) $ 732.0 $ ( 599.7 ) Goodwill The following is a summary of the goodwill activity for the periods ended September 30, 2023 and June 30, 2024: Maintenance Development Total Balance, September 30, 2022 $ 1,792.7 $ 216.1 $ 2,008.8 Acquisitions (1) 10.7 1.9 12.6 Balance, September 30, 2023 $ 1,803.4 $ 218.0 $ 2,021.4 Acquisitions (1) 0.1 — 0.1 Divestiture ( 5.8 ) — ( 5.8 ) Balance, June 30, 2024 $ 1,797.7 $ 218.0 $ 2,015.7 (1) The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period . Acquisitions During the nine months ended June 30, 2023, the Company acquired, through a series of separate transactions, 100 % of the operations of three unrelated companies, all of which were allocated to Maintenance Services. The Company paid approximately $ 13.8 in aggregate consideration for the acquisitions, net of cash acquired. The Company accounted for the business combinations under the acquisition method and, accordingly, recorded the assets acquired and liabilities assumed at their estimated fair market values based on management’s preliminary estimates, with the excess allocated to goodwill. The purchase accounting related to these acquisitions was finalized within one year from each acquisition date. As a result of the final purchase accounting, certain of the fair value amounts previously estimated were adjusted during the measurement period. The fair values were primarily estimated using Level 3 assumptions within the fair value hierarchy, including estimated future cash flows, discount rates and other factors. The measurement period adjustments were not material to the Consolidated Balance Sheets as of June 30, 2024 and September 30, 2023 . The identifiable assets acquired were primarily customer relationship intangible assets of $ 4.0 . The amount allocated to goodwill is reflective of the benefits the Company expects to realize from anticipated synergies and the acquired assembled workforce. A portion of the goodwill resulting from these acquisitions is deductible for tax purposes. Divestitures On January 12, 2024, the Company completed the sale of one of its fully owned subsidiaries, U.S. Lawns, for total cash consideration of $ 51.6 . The gain on the transaction of $ 44.0 is included in Gain on divestiture in the Consolidated Statement of Operations for the nine months ended June 30, 2024. The Maintenance Services operating segment includes the operations of the divested entity, and its results of operations are included in the Consolidated Statement of Operations through January 12, 2024. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7 . Long-term Debt Long-term debt consists of the following: June 30, September 30, Series B term loan $ 732.5 $ 731.7 Receivables financing agreement 81.3 163.0 Financing costs, net ( 6.8 ) ( 6.6 ) Long-term debt, net $ 807.0 $ 888.1 First Lien credit facility term loans and Series B Term Loan due 2029 In connection with the KKR Acquisition, the Company and a group of financial institutions entered into a credit agreement (the “Credit Agreement”) dated December 18, 2013 . The Credit Agreement consisted of seven-year $ 1,460.0 term loans (“First Lien Term Loans”) and a five-year $ 210.0 revolving credit facility. All amounts outstanding under the Credit Agreement were collateralized by substantially all of the assets of the Company. On April 22, 2022, the Company, entered into Amendment No. 6 to the Credit Agreement (the “Amendment Agreement”). Under the terms of the Amendment Agreement, the existing Credit Agreement was amended to provide for: (i) a $ 1,200.0 seven-year term loan (the “Series B Term Loan”) and (ii) a $ 300.0 five-year revolving credit facility (the “Revolving Credit Facility”). The Series B Term Loan matures on April 22, 2029 . An original issue discount of $ 12.0 was incurred when the Series B Term Loan was issued and is being amortized using the effective interest method over the life of the debt, resulting in an effective yield of 3.42 %. Debt repayments for the Series B Term Loan totaled $ 9.0 for the nine months ended June 30, 2023. On August 28, 2023, the Company voluntarily repaid $ 450.0 of the amount outstanding under the Company’s Amendment Agreement. On August 31, 2023, the Company entered into Amendment No. 7 to the Credit Agreement (the “Seventh Credit Agreement Amendment”). The Seventh Credit Agreement Amendment (i) amends the definition of “Permitted Holders” to include Birch Equity Holdings, LP, a Delaware limited partnership, Birch-OR Equity Holdings, LLC, a Delaware limited liability company and One Rock Capital Partners, LLC and (ii) provides for a 1.00 % prepayment premium for voluntary prepayments made in connection with repricing transactions or amendments made where the primary purpose of which is to decrease the effective yield, and which shall be applicable until six months after entering into the Seventh Credit Agreement Amendment. On May 28, 2024, the Company entered into Amendment No. 8 to the Credit Agreement (the “Eighth Credit Agreement Amendment”). Under the Eighth Credit Agreement Amendment, the existing Series B Term Loans were amended to bear interest at a rate per annum based on a secured overnight funding rate (“Term SOFR”), plus a margin of 2.50 % or a base rate (“ABR”) plus a margin of 1.50 %, subject to SOFR and ABR floors of 0.50 % and 1.50 %, respectively. Revolving credit facility The Company has a five-year $ 300.0 revolving credit facility (the “Revolving Credit Facility”) that matures on April 22, 2027 . Under the Eighth Credit Agreement Amendment, the Revolving Credit Facility currently bears interest at a rate per annum equal to Term SOFR plus a margin ranging from 2.00 % to 2.50 % or ABR plus a margin ranging from 1.0 % to 1.50 %, subject to SOFR and ABR floors of 0.00 % and 1.00 %, respectively, with the margin on the Revolving Credit Facility determined based on the Company's first lien net leverage ratio. The Revolving Credit Facility replaced the previous $ 260.0 revolving credit facility under the Credit Agreement as in effect prior to the Amendment Agreement. During the nine months ended June 30, 2023 the Company borrowed and repaid $ 33.5 against the capacity. The Company had $ 42.6 of letters of credit issued and outstanding as of June 30, 2024 and September 30, 2023. Receivables financing agreement On April 28, 2017, the Company, through a wholly-owned subsidiary, entered into a receivables financing agreement (the “Receivables Financing Agreement”). On June 27, 2024, the Company, through a wholly-owned subsidiary, entered into the Fifth Amendment to the Receivables Financing Agreement (the “Fifth Amendment”). The Fifth Amendment (i) increased the borrowing capacity to $ 325.0 , and (ii) extended the term through June 27, 2027. All amounts outstanding under the Receivables Financing Agreement are collateralized by substantially all of the accounts receivable and unbilled revenue of the Company. During the nine months ended June 30, 2024 the Company borrowed $ 0.5 against the capacity and voluntarily repaid $ 82.2 . During the nine months ended June 30, 2023 the Company borrowed $ 460.0 against the capacity and voluntarily repaid $ 448.0 . The Company had $ 81.2 of letters of credit issued and outstanding as of June 30, 2024 and $ 30.4 of letters of credit issued and outstanding as of September 30, 2023. The following are the scheduled maturities of long-term debt for the remainder of fiscal 2024 and the following four fiscal years and thereafter, which do not include any estimated excess cash flow payments: 2024 $ — 2025 — 2026 — 2027 81.3 2028 — 2029 and thereafter 738.0 Total long-term debt 819.3 Less: Current maturities — Less: Original issue discount 5.5 Less: Financing costs 6.8 Total long-term debt, net $ 807.0 The Company has estimated the fair value of its long-term debt to be approximately $ 822.1 and $ 900.1 as of June 30, 2024 and September 30, 2023, respectively. Fair value is based on market bid prices around period-en d (Level 2 inputs). |
Fair Value Measurements and Der
Fair Value Measurements and Derivative Instruments | 9 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Derivative Instruments | 8 . Fair Value Measurements and Derivative Instruments Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability). Fair Value Hierarchy The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available: Level 1 Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates. Level 2 Significant observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources. Level 3 Significant unobservable inputs the Company believes market participants would use in pricing the asset or liability based on the best information available. The carrying amounts shown for the Company’s cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value due to the short-term maturity of those instruments. The valuation is based on settlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost. Investments held in Rabbi Trust A non-qualified deferred compensation plan is available to certain executives. Under this plan, participants may elect to defer up to 70 % of their compensation. The Company invests the deferrals in participant-selected diversified investments that are held in a Rabbi Trust and which are classified within Other assets on the Consolidated Balance Sheets. The fair value of the investments held in the Rabbi Trust is based on the quoted market prices of the underlying mutual fund investments. These investments are based on the participants’ selected investments, which represent the underlying liabilities to the participants in the non-qualified deferred compensation plan. Gains and losses on these investments are included in Other expense (income) on the Consolidated Statements of Operations. Derivatives The Company’s objective in entering into derivative transactions is to manage its exposure to interest rate movements associated with its variable rate debt and changes in fuel prices. The Company recognizes derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value. The fair values of the derivative financial instruments are determined using widely accepted valuation techniques including discounted cash flow analysis based on the expected cash flows of each derivative. Although the Company has determined that the significant inputs, such as interest yield curve and discount rate, used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s counterparties and its own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2024 and September 30, 2023, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and September 30, 2023: June 30, 2024 Carrying Value Level 1 Level 2 Level 3 Other assets: Investments held by Rabbi Trust $ 9.8 $ 9.8 $ — $ — Interest rate derivative contracts 13.3 — 13.3 — Total assets $ 23.1 $ 9.8 $ 13.3 $ — Accrued expenses and other current liabilities: Fuel derivative contracts $ 0.2 $ — $ 0.2 $ — Other liabilities: Obligation to Rabbi Trust 9.8 9.8 — — Total liabilities $ 10.0 $ 9.8 $ 0.2 $ — September 30, 2023 Carrying Value Level 1 Level 2 Level 3 Other assets: Investments held by Rabbi Trust $ 10.9 $ 10.9 $ — $ — Interest rate derivative contracts 21.3 — 21.3 — Total Assets $ 32.2 $ 10.9 $ 21.3 $ — Other liabilities: Obligation to Rabbi Trust $ 10.9 $ 10.9 $ — $ — Total Liabilities $ 10.9 $ 10.9 $ — $ — Hedging Activities As of June 30, 2024 and September 30, 2023, the Company’s outstanding derivatives qualified as cash flow hedges. The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of the hedged forecasted transactions. Regression analysis is used for the hedge relationships and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. The entire change in the fair value for highly effective derivatives is reported in Other comprehensive income (loss) and subsequently reclassified into Interest expense, net (in the case of interest rate contracts) and Cost of services provided (in the case of fuel hedge contracts) in the Consolidated Statements of Operations when the hedged item affects earnings. If the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in Accumulated other comprehensive income is released to earnings. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. Interest Rate Contracts The Company has exposures to variability in interest rates associated with its variable interest rate debt, which includes the Series B Term Loan. As such, the Company has entered into interest rate contracts to help manage interest rate exposure by economically converting a portion of its variable-rate debt to fixed-rate debt. Effective for the periods March 18, 2016 through December 31, 2022, the Company held interest rate swaps with a notional amount of $ 500.0 . In January 2023, the Company entered into an interest rate swap agreement with a notional amount of $ 500.0 and an interest rate collar agreement with a notional amount of $ 500.0 , each effective for the period January 31, 2023 through January 31, 2028. On August 28, 2023, the Company terminated $ 400.0 of the notional amount of its outstanding interest rate collar agreement. The notional amount of interest rate contracts was $ 600.0 and $ 600.0 at June 30, 2024 and September 30, 2023, respectively. As of June 30, 2024, net deferred gain on the interest rate swaps of $ 6.1 , net of taxes, is expected to be recognized in Interest expense over the next 12 months. The effects on the consolidated financial statements of the interest rate contracts which were designated as cash flow hedges were as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Income recognized in Other comprehensive income (loss) $ 3.6 $ 21.9 $ — $ 23.4 Net income reclassified from Accumulated other comprehensive income into Interest expense 2.8 2.6 8.4 6.9 Fuel Contracts The Company has exposures to variability in fuel pricing associated with its purchase and usage of fuel during the ordinary course of business operating a large fleet of vehicles and equipment. As such, the Company has entered into gasoline hedge contracts to help reduce its exposure to volatility in the fuel markets. In March 2024, the Company entered into a fuel swap agreement with a notional volume of 4.0 million gallons covering the period March 4, 2024 through February 24, 2025. The net deferred loss on the fuel swap as of June 30, 2024 was immaterial and is expected to be recognized in Cost of services provided over the next 9 months. The effects on the consolidated financial statements of the fuel swap contracts which were designated as cash flow hedges were as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 (Loss) recognized in Other comprehensive income (loss) $ ( 0.2 ) $ — $ ( 0.1 ) $ — Net gain reclassified from Accumulated other comprehensive income into Cost of services provided 0.1 — 0.1 — |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The following table summarizes the Company’s income tax expense (benefit) and effective income tax rate for the three and nine months ended June 30, 2024 and 2023. Three Months Ended Nine Months Ended 2024 2023 2024 2023 Income (loss) before income taxes $ 33.4 $ 24.4 $ 58.3 $ ( 29.6 ) Income tax expense (benefit) 9.9 7.6 17.5 ( 5.5 ) Effective income tax rate 29.6 % 31.1 % 30.0 % 18.6 % The decrease in the effective tax rate for the three months ended June 30, 2024, when compared to the three months ended June 30, 2023, is primarily attributable to the distribution of pre-tax earnings across legal entities. The increase in the effective tax rate for the nine months ended June 30, 2024, when compared to the nine months ended June 30, 2023, is primarily attributable to the increase in pre-tax book income from the gain on sale of the U.S. Lawns subsidiary as well as the distribution of pre-tax earnings across legal entities. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 10 . Equity-Based Compensation Amended and Restated 2018 Omnibus Incentive Plan On June 28, 2018 (and as amended and restated on March 10, 2020 and March 5, 2024), in connection with the IPO, the Company’s Board of Directors adopted, and its stockholders approved, the BrightView Holdings, Inc. 2018 Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”). The total number of shares of common stock that may be issued under the 2018 Omnibus Incentive Plan is 24,650,000 Under the 2018 Omnibus Incentive Plan, the Company may grant stock options, stock appreciation rights, restricted stock, other equity-based awards and other cash-based awards to employees, directors, officers, consultants and advisors. 2023 Employment Inducement Incentive Award Plan On September 11, 2023, the Company adopted the BrightView Holdings, Inc. 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”). Pursuant to the Inducement Plan, the Company may grant equity incentive compensation as a material inducement for certain individuals to commence employment with the Company. A total of 1,750,000 shares of common stock are reserved for grant under the Inducement Plan. Awards granted under the Inducement Plan may be in the form of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, dividend equivalent rights and other equity-based awards, or any combination of those awards. Restricted Stock Awards A summary of the Company’s restricted stock award activity for the nine month period ended June 30, 2024 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2023 213,000 $ 14.66 Less: Forfeited 88,000 $ 14.66 Outstanding at June 30, 2024 125,000 $ 14.66 Restricted Stock Units A summary of the Company’s restricted stock unit activity for the nine month period ended June 30, 2024 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2023 3,021,000 $ 9.32 Granted 2,584,000 $ 8.00 Less: Vested 1,285,000 $ 9.67 Less: Forfeited 617,000 $ 8.81 Outstanding at June 30, 2024 3,703,000 $ 8.37 During the nine month period ended June 30, 2024, the Company issued 2,584,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $ 8.00 per share, all of which are subject to vesting. The majority of these units vest ratably over a four-year period commencing on the grant date. Non-cash equity-based compensation expense associated with the new grants will total approximately $ 18.0 over the requisite service period. During the nine month period ended June 30, 2024, 1,285,000 RSUs vested and 617,000 RSUs were forfeited. Stock Option Awards A summary of the Company’s stock option activity for the nine month period ended June 30, 2024 is presented in the following table: Shares Weighted-Avg Exercise Price per Share Outstanding at September 30, 2023 4,449,000 $ 19.06 Less: Exercised 38,000 $ 13.66 Less: Forfeited 1,160,000 $ 19.08 Outstanding at June 30, 2024 3,251,000 $ 19.11 Vested and exercisable at June 30, 2024 2,731,000 $ 19.05 Expected to vest after June 30, 2024 520,000 $ 19.43 Performance Stock Unit Awards A summary of the Company’s performance stock unit activity for the nine month period ended June 30, 2024 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2023 512,000 $ 7.48 Granted 918,000 $ 7.35 Less: Forfeited 303,000 $ 7.39 Outstanding at June 30, 2024 1,127,000 $ 7.40 During the nine month period ended June 30, 2024, the Company issued 918,000 performance stock units (“PSUs”) at a weighted average distribution price of $ 7.35 per share and a weighted average grant date fair value of $ 7.35 per share, which cliff vest at the end of the three-year performance period. The number of the PSUs that vest upon completion of the performance period can range from 0 % to 200 % of the original grant, subject to certain limitations, contingent upon performance conditions. The performance condition metrics are the Company’s three-year average Adjusted EBITDA margin and compound annual growth rate of the Company’s land organic revenue. The fair value of these awards is determined based on the trading price of the company’s common shares on the date of grant. Non-cash equity-based compensation expense associated with the grant will be approximately $ 6.3 over the requisite service period. During the nine month period ended June 30, 2024 , no PSUs vested and 303,000 PSUs were forfeited. Equity-Based Compensation Expense The Company recognizes equity-based compensation expense using the estimated fair value as of the grant date over the requisite service or performance period applicable to the grant. Estimates of future forfeitures are made at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company recognized $ 5.1 and $ 3.9 in equity-based compensation expense for the three months ended June 30, 2024 and 2023, respectively, included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The Company recognized $ 15.1 and $ 15.7 in equity-based compensation expense for the nine month periods ended June 30, 2024 and 2023, respectively, included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The resulting charges increased Additional paid in capital by the same amount for each applicable period. Total unrecognized compensation cost was $ 34.4 and $ 23.7 as of June 30, 2024 and September 30, 2023, respectively, which is expected to be recognized over a weighted average period of 1.2 and 1.1 years as of June 30, 2024 and September 30, 2023, respectively. 2018 Employee Stock Purchase Plan The Company’s Stockholders have approved the Company’s 2018 Employee Stock Purchase Plan, (the “ESPP”). A total of 2,100,000 shares of the Company’s common stock were made available for sale under the Company’s 2018 Employee Stock Purchase Plan, of which 188,000 were issued on November 17, 2023, and 177,000 were issued on November 14, 2022. An additional portion thereof is expected to be issued in November 2024. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Risk Management The Company carries general liability, auto liability, workers’ compensation, and employee health care insurance policies. In addition, the Company carries other reasonable and customary insurance policies for a Company of our size and scope, as well as umbrella liability insurance policies to cover claims over the liability limits contained in the primary policies. The Company’s insurance programs, for workers’ compensation, general liability, auto liability and employee health care for certain employees contain self-insured retention amounts, deductibles and other coverage limits (“self-insured liability”). Claims that are not self-insured as well as claims in excess of the self-insured liability amounts are insured. The Company uses estimates in the determination of the required reserves. These estimates are based upon calculations performed by third-party actuaries, as well as examination of historical trends and industry claims experience. The Company’s reserve for unpaid and incurred but not reported claims under these programs at June 30, 2024 was $ 165.3 , of which $ 54.2 was classified in current liabilities and $ 111.1 was classified in non-current liabilities in the accompanying unaudited Consolidated Balance Sheet. The Company’s reserve for unpaid and incurred but not reported claims under these programs at September 30, 2023 was $ 159.9 , of which $ 54.8 was classified in current liabilities and $ 105.1 was classified in non-current liabilities in the accompanying Consolidated Balance Sheet. While the ultimate amount of these claims is dependent on future developments, in management’s opinion, recorded reserves are adequate to cover these claims. The Company’s reserve for unpaid and incurred but not reported claims at June 30, 2024 includes $ 16.1 related to claims recoverable from third-party insurance carriers. Corresponding assets of $ 4.8 and $ 11.3 are recorded at June 30, 2024, as Other current assets and Other assets, respectively. The Company’s reserve for unpaid and incurred but not reported claims at September 30, 2023 includes $ 18.1 related to claims recoverable from third-party insurance carriers. Corresponding assets of $ 5.3 and $ 12.8 were recorded at September 30, 2023, as Other current assets and Other assets, respectively. Litigation Contingency From time to time, the Company is subject to legal proceedings and claims in the ordinary course of its business, principally claims made alleging injuries (including vehicle and general liability matters as well as workers’ compensation and property casualty claims). Such claims, even if lacking merit, can result in expenditures of significant financial and managerial resources. In the ordinary course of its business, the Company is also subject to investigations or claims involving current and/or former employees and disputes involving commercial and regulatory matters. Regulatory matters include, among other things, audits and reviews of local and federal tax compliance, safety and employment practices, and environmental matters. Although the process of resolving regulatory matters and claims through litigation and other means is inherently uncertain, the Company is not aware of any such matter, legal proceeding or claim that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, and results of operations or cash flows. For all legal matters, an estimated liability is established in accordance with the loss contingencies accounting guidance. This estimated liability is included in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets. |
Segments
Segments | 9 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segments | 12 . Segments The operations of the Company are conducted through two operating segments: Maintenance Services and Development Services, which are also its reportable segments. Maintenance Services primarily consists of recurring landscape maintenance services and snow removal services as well as supplemental landscape enhancement services. Development Services primarily consists of landscape architecture and development services for new construction and large scale redesign projects. The operating segments identified above are determined based on the services provided, and they reflect the manner in which operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. The CODM is the Company’s Chief Executive Officer. The CODM evaluates the performance of the Company’s operating segments based upon Net Service Revenues, Adjusted EBITDA and Capital Expenditures. Management uses Adjusted EBITDA to evaluate performance and profitability of each operating segment. The accounting policies of the segments are the same as those described in Note 2 “Summary of Significant Accounting Policies” in the notes to our consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Corporate includes corporate executive compensation, finance, legal and information technology which are not allocated to the segments. Eliminations represent eliminations of intersegment revenues. The Company does not currently provide asset information by segment, as this information is not used by management when allocating resources or evaluating performance. The following is a summary of certain financial data for each of the segments: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Maintenance Services $ 524.7 $ 564.6 $ 1,477.5 $ 1,545.7 Development Services 215.0 203.4 564.8 533.3 Eliminations ( 0.9 ) ( 2.0 ) ( 3.9 ) ( 6.7 ) Net Service Revenues $ 738.8 $ 766.0 $ 2,038.4 $ 2,072.3 Maintenance Services $ 89.3 $ 94.0 $ 197.8 $ 196.2 Development Services 31.1 24.1 65.1 53.6 Corporate ( 12.5 ) ( 16.3 ) ( 43.4 ) ( 52.7 ) Adjusted EBITDA (1) $ 107.9 $ 101.8 $ 219.5 $ 197.1 Maintenance Services $ 15.4 $ 9.3 $ 31.9 $ 46.0 Development Services 5.8 2.5 10.2 7.2 Corporate 2.0 3.4 3.9 4.7 Capital Expenditures $ 23.2 $ 15.2 $ 46.0 $ 57.9 (1) Presented below is a reconciliation of Net income (loss) to Adjusted EBITDA: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Net income (loss) $ 23.5 $ 16.8 $ 40.8 $ ( 24.1 ) Interest expense, net 15.1 27.4 48.2 78.3 Income tax expense (benefit) 9.9 7.6 17.5 ( 5.5 ) Depreciation expense 28.1 26.4 79.8 80.9 Amortization expense 8.6 10.8 27.4 33.7 Business transformation and integration costs (a) 17.1 8.9 33.9 17.5 Gain on divestiture (b) ( 0.1 ) — ( 44.0 ) — Equity-based compensation (c) 5.1 3.9 15.3 15.9 COVID-19 related expenses (d) — — — 0.4 Debt extinguishment (e) 0.6 — 0.6 — Adjusted EBITDA $ 107.9 $ 101.8 $ 219.5 $ 197.1 (a) Business transformation and integration costs consist of (i) severance and related costs; (ii) business integration costs and (iii) information technology infrastructure, transformation, and other costs. Three Months Ended Nine Months Ended (in millions) 2024 2023 2024 2023 Severance and related costs $ 4.3 $ 4.1 $ 10.5 $ 6.0 Business integration (f) 0.4 2.8 ( 0.5 ) 5.3 IT infrastructure, transformation, and other (g) 12.4 2.0 23.9 6.2 Business transformation and integration costs $ 17.1 $ 8.9 $ 33.9 $ 17.5 (b) Represents the realized gain on sale and transaction related expenses from the divestiture of U.S. Lawns on January 12, 2024 . (c) Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding. (d) Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment, cleaning and supply purchases, and other. (e) Represents losses on the extinguishment of debt related to Amendment No. 8 to the Credit Agreement and includes the write-off of deferred finance fees and original issue discount. (f) Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, fleet and uniform rebranding costs, and adjustments to performance based contingent consideration . The Company excludes Business integration costs from the measures disclosed above since such expenses vary in amount due to the number of acquisitions and size of acquired companies as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create a lack of comparability between periods. (g) Represents expenses related to distinct initiatives, typically significant enterprise-wide changes. Such expenses are excluded from the measures disclosed above since such expenses vary in amount based on occurrence as well as factors specific to each of the activities, are outside of the normal operations of the business, and create a lack of comparability between periods. |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Mezzanine Equity | 13. Mezzanine Equity Series A Convertible Preferred Stock On August 28, 2023 (the “Original Issuance Date”), BrightView Holdings, Inc. entered into an Investment Agreement with each of Birch Equity Holdings, LP, a Delaware limited partnership, and Birch-OR Equity Holdings, LLC, a Delaware limited liability company (collectively, the “Investors”), pursuant to which the Company issued and sold, in a private placement, an aggregate of 500,000 shares of the Company’s Series A Convertible Preferred Stock, par value $ 0.01 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $ 500.0 (the “Issuance”), excluding issuance costs. On December 31, 2023, the Company paid in-kind dividends of $ 8.9 in the aggregate on the Series A Preferred Stock which increased the aggregate liquidation preference of the Series A Preferred Stock by the same amount. On March 14, 2024 the company declared a cash dividend of $ 8.9 in aggregate on the Series A Preferred Stock, which was paid to the Investors on April 1, 2024. On June 21, 2024 the company declared a cash dividend of $ 8.9 in aggregate on the Series A Preferred Stock, which was paid to the Investors on July 1, 2024. The accrued dividend is presented within Accrued expense and other current liabilities on the Consolidated Balance Sheet as of June 30, 2024 . |
Earnings (Loss) Per Share of Co
Earnings (Loss) Per Share of Common Stock | 9 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share of Common Stock | 14 . Earnings (Loss) Per Share of Common Stock The Company calculates basic and diluted (loss) earnings per common share using the two-class method. The two-class method is an allocation formula that determines net (loss) income per common share for each share of common stock and Series A Convertible Preferred Stock, a participating security, according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and Series A Convertible Preferred Stock based on their respective rights to receive dividends. The holders of the Series A Convertible Preferred Stock do not participate in losses. The holders of Series A Convertible Preferred Stock participate in cash dividends that the Company pays on its common stock in an as-converted basis. Diluted net (loss) income per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not antidilutive. Potential common shares consist of unvested and unexercised stock compensation awards and the Series A Convertible Preferred Stock, using the more dilutive of either the two-class method or if-converted stock method. Set forth below is a reconciliation of the numerator and denominator for basic and diluted (loss) earnings per share calculation for the periods indicated: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Basic Earnings (Loss) per common share Numerator: Net income (loss) $ 23.5 $ 16.8 $ 40.8 $ ( 24.1 ) Less: dividends on Series A convertible preferred shares ( 8.9 ) — ( 26.7 ) — Less: Earnings allocated to Convertible Preferred Shares ( 5.3 ) — ( 5.1 ) — Net income (loss) available to common shareholders $ 9.3 $ 16.8 $ 9.0 $ ( 24.1 ) Denominator: Weighted average number of common shares outstanding – basic 94,549,000 93,504,000 94,668,000 93,409,000 Basic earnings (loss) per share $ 0.10 $ 0.18 $ 0.09 $ ( 0.26 ) Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders – diluted $ 9.3 $ 16.8 $ 9.0 $ ( 24.1 ) Denominator: Weighted average number of common shares outstanding – basic 94,549,000 93,504,000 94,668,000 93,409,000 Dilutive effect of: Stock compensation awards 2,123,000 497,000 1,133,000 — Series A convertible preferred stock — — — — Weighted average number of common shares outstanding – diluted 96,672,000 94,001,000 95,801,000 93,409,000 Diluted earnings (loss) per share $ 0.10 $ 0.18 $ 0.09 $ ( 0.26 ) Other Information: Weighted average number of anti-dilutive Series A convertible preferred shares, options and restricted stock (a) 55,369,000 4,663,000 57,011,000 4,712,000 (a) Weighted average number of anti-dilutive options is based upon the average closing price of the Company’s common stock on the NYSE for the period. |
Business and Basis of Present_2
Business and Basis of Presentation (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and are unaudited. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, including normal, recurring accruals that are necessary for a fair presentation of the Company’s operations for the periods presented in conformity with GAAP. All intercompany activity and balances have been eliminated from the consolidated financial statements. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. The Consolidated Balance Sheet as of September 30, 2023, presented herein, has been derived from the Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2023, but does not include all disclosures required by GAAP, for annual financial statements. For a more complete discussion of the Company’s accounting policies and certain other information, refer to the audited consolidated financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2023 , filed with the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, management reviews its estimates, including those related to allowances for doubtful accounts, revenue recognition, self-insurance reserves, estimates related to the Company’s assessment of goodwill for impairment, useful lives for depreciation and amortization, realizability of deferred tax assets, and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from estimates. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Reportable Segment Revenues, Disaggregated by Revenue | The following table presents the Company’s reportable segment revenues, disaggregated by revenue type. The Company disaggregates revenue from contracts with customers into major services lines. The Company has determined that disaggregating revenue into these categories depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in the business segment reporting information in Note 12 “Segments”, the Company’s reportable segments are Maintenance Services and Development Services. Three Months Ended Nine Months Ended 2024 2023 2024 2023 Landscape Maintenance $ 516.2 $ 555.3 $ 1,256.3 $ 1,335.8 Snow Removal 8.5 9.3 221.2 209.9 Maintenance Services 524.7 564.6 1,477.5 1,545.7 Development Services 215.0 203.4 564.8 533.3 Eliminations ( 0.9 ) ( 2.0 ) ( 3.9 ) ( 6.7 ) Net service revenues $ 738.8 $ 766.0 $ 2,038.4 $ 2,072.3 |
Schedule of Contract Balances | Changes in Deferred revenue for the nine month period ended June 30, 2024 were as follows: Deferred Balance, September 30, 2023 $ 68.2 Recognition of revenue ( 850.1 ) Deferral of revenue 877.4 Divestiture (Note 6) ( 0.9 ) Balance, June 30, 2024 $ 94.6 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: Useful Life June 30, September 30, Land — $ 42.9 $ 44.7 Buildings and leasehold improvements 2 - 40 yrs. 45.9 45.6 Operating equipment 2 - 7 yrs. 384.1 338.8 Transportation vehicles 3 - 7 yrs. 377.3 351.9 Office equipment and software 3 - 10 yrs. 74.0 68.7 Construction in progress — 4.4 7.7 Property and equipment 928.6 857.4 Less: Accumulated depreciation 573.0 542.2 Property and equipment, net $ 355.6 $ 315.2 |
Intangible Assets, Goodwill, _2
Intangible Assets, Goodwill, Acquisitions, and Divestitures (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net, as of June 30, 2024 and September 30, 2023 consisted of the following: June 30, 2024 September 30, 2023 Estimated Gross Accumulated Gross Accumulated Customer relationships 6 - 21 yrs. $ 715.9 $ ( 611.8 ) $ 725.5 $ ( 594.1 ) Trademarks 12 yrs. — — 3.8 ( 2.9 ) Non-compete agreements 5 yrs. — — 2.7 ( 2.7 ) Total intangible assets $ 715.9 $ ( 611.8 ) $ 732.0 $ ( 599.7 ) |
Summary of Goodwill | The following is a summary of the goodwill activity for the periods ended September 30, 2023 and June 30, 2024: Maintenance Development Total Balance, September 30, 2022 $ 1,792.7 $ 216.1 $ 2,008.8 Acquisitions (1) 10.7 1.9 12.6 Balance, September 30, 2023 $ 1,803.4 $ 218.0 $ 2,021.4 Acquisitions (1) 0.1 — 0.1 Divestiture ( 5.8 ) — ( 5.8 ) Balance, June 30, 2024 $ 1,797.7 $ 218.0 $ 2,015.7 (1) The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period . |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following: June 30, September 30, Series B term loan $ 732.5 $ 731.7 Receivables financing agreement 81.3 163.0 Financing costs, net ( 6.8 ) ( 6.6 ) Long-term debt, net $ 807.0 $ 888.1 |
Scheduled Maturities of Long-Term Debt | The following are the scheduled maturities of long-term debt for the remainder of fiscal 2024 and the following four fiscal years and thereafter, which do not include any estimated excess cash flow payments: 2024 $ — 2025 — 2026 — 2027 81.3 2028 — 2029 and thereafter 738.0 Total long-term debt 819.3 Less: Current maturities — Less: Original issue discount 5.5 Less: Financing costs 6.8 Total long-term debt, net $ 807.0 |
Fair Value Measurements and D_2
Fair Value Measurements and Derivative Instruments (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments Gain Loss [Line Items] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2024 and September 30, 2023: June 30, 2024 Carrying Value Level 1 Level 2 Level 3 Other assets: Investments held by Rabbi Trust $ 9.8 $ 9.8 $ — $ — Interest rate derivative contracts 13.3 — 13.3 — Total assets $ 23.1 $ 9.8 $ 13.3 $ — Accrued expenses and other current liabilities: Fuel derivative contracts $ 0.2 $ — $ 0.2 $ — Other liabilities: Obligation to Rabbi Trust 9.8 9.8 — — Total liabilities $ 10.0 $ 9.8 $ 0.2 $ — September 30, 2023 Carrying Value Level 1 Level 2 Level 3 Other assets: Investments held by Rabbi Trust $ 10.9 $ 10.9 $ — $ — Interest rate derivative contracts 21.3 — 21.3 — Total Assets $ 32.2 $ 10.9 $ 21.3 $ — Other liabilities: Obligation to Rabbi Trust $ 10.9 $ 10.9 $ — $ — Total Liabilities $ 10.9 $ 10.9 $ — $ — |
Interest Rate Contracts | |
Derivative Instruments Gain Loss [Line Items] | |
Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges | The effects on the consolidated financial statements of the interest rate contracts which were designated as cash flow hedges were as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Income recognized in Other comprehensive income (loss) $ 3.6 $ 21.9 $ — $ 23.4 Net income reclassified from Accumulated other comprehensive income into Interest expense 2.8 2.6 8.4 6.9 |
Fuel Swap Contracts | |
Derivative Instruments Gain Loss [Line Items] | |
Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges | The effects on the consolidated financial statements of the fuel swap contracts which were designated as cash flow hedges were as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 (Loss) recognized in Other comprehensive income (loss) $ ( 0.2 ) $ — $ ( 0.1 ) $ — Net gain reclassified from Accumulated other comprehensive income into Cost of services provided 0.1 — 0.1 — |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax (Benefit) and Effective Income Tax Rate | The following table summarizes the Company’s income tax expense (benefit) and effective income tax rate for the three and nine months ended June 30, 2024 and 2023. Three Months Ended Nine Months Ended 2024 2023 2024 2023 Income (loss) before income taxes $ 33.4 $ 24.4 $ 58.3 $ ( 29.6 ) Income tax expense (benefit) 9.9 7.6 17.5 ( 5.5 ) Effective income tax rate 29.6 % 31.1 % 30.0 % 18.6 % |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Award Activity | A summary of the Company’s restricted stock award activity for the nine month period ended June 30, 2024 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2023 213,000 $ 14.66 Less: Forfeited 88,000 $ 14.66 Outstanding at June 30, 2024 125,000 $ 14.66 |
Schedule of Restricted Stock Unit Activity | A summary of the Company’s restricted stock unit activity for the nine month period ended June 30, 2024 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2023 3,021,000 $ 9.32 Granted 2,584,000 $ 8.00 Less: Vested 1,285,000 $ 9.67 Less: Forfeited 617,000 $ 8.81 Outstanding at June 30, 2024 3,703,000 $ 8.37 |
Summary of Stock Options Activity | A summary of the Company’s stock option activity for the nine month period ended June 30, 2024 is presented in the following table: Shares Weighted-Avg Exercise Price per Share Outstanding at September 30, 2023 4,449,000 $ 19.06 Less: Exercised 38,000 $ 13.66 Less: Forfeited 1,160,000 $ 19.08 Outstanding at June 30, 2024 3,251,000 $ 19.11 Vested and exercisable at June 30, 2024 2,731,000 $ 19.05 Expected to vest after June 30, 2024 520,000 $ 19.43 |
Summary of Company's Performance Stock Unit Activity | A summary of the Company’s performance stock unit activity for the nine month period ended June 30, 2024 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2023 512,000 $ 7.48 Granted 918,000 $ 7.35 Less: Forfeited 303,000 $ 7.39 Outstanding at June 30, 2024 1,127,000 $ 7.40 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Summary of Certain Financial Data For Each of Segments | The following is a summary of certain financial data for each of the segments: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Maintenance Services $ 524.7 $ 564.6 $ 1,477.5 $ 1,545.7 Development Services 215.0 203.4 564.8 533.3 Eliminations ( 0.9 ) ( 2.0 ) ( 3.9 ) ( 6.7 ) Net Service Revenues $ 738.8 $ 766.0 $ 2,038.4 $ 2,072.3 Maintenance Services $ 89.3 $ 94.0 $ 197.8 $ 196.2 Development Services 31.1 24.1 65.1 53.6 Corporate ( 12.5 ) ( 16.3 ) ( 43.4 ) ( 52.7 ) Adjusted EBITDA (1) $ 107.9 $ 101.8 $ 219.5 $ 197.1 Maintenance Services $ 15.4 $ 9.3 $ 31.9 $ 46.0 Development Services 5.8 2.5 10.2 7.2 Corporate 2.0 3.4 3.9 4.7 Capital Expenditures $ 23.2 $ 15.2 $ 46.0 $ 57.9 (1) Presented below is a reconciliation of Net income (loss) to Adjusted EBITDA: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Net income (loss) $ 23.5 $ 16.8 $ 40.8 $ ( 24.1 ) Interest expense, net 15.1 27.4 48.2 78.3 Income tax expense (benefit) 9.9 7.6 17.5 ( 5.5 ) Depreciation expense 28.1 26.4 79.8 80.9 Amortization expense 8.6 10.8 27.4 33.7 Business transformation and integration costs (a) 17.1 8.9 33.9 17.5 Gain on divestiture (b) ( 0.1 ) — ( 44.0 ) — Equity-based compensation (c) 5.1 3.9 15.3 15.9 COVID-19 related expenses (d) — — — 0.4 Debt extinguishment (e) 0.6 — 0.6 — Adjusted EBITDA $ 107.9 $ 101.8 $ 219.5 $ 197.1 (a) Business transformation and integration costs consist of (i) severance and related costs; (ii) business integration costs and (iii) information technology infrastructure, transformation, and other costs. Three Months Ended Nine Months Ended (in millions) 2024 2023 2024 2023 Severance and related costs $ 4.3 $ 4.1 $ 10.5 $ 6.0 Business integration (f) 0.4 2.8 ( 0.5 ) 5.3 IT infrastructure, transformation, and other (g) 12.4 2.0 23.9 6.2 Business transformation and integration costs $ 17.1 $ 8.9 $ 33.9 $ 17.5 (b) Represents the realized gain on sale and transaction related expenses from the divestiture of U.S. Lawns on January 12, 2024 . (c) Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding. (d) Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment, cleaning and supply purchases, and other. (e) Represents losses on the extinguishment of debt related to Amendment No. 8 to the Credit Agreement and includes the write-off of deferred finance fees and original issue discount. (f) Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, fleet and uniform rebranding costs, and adjustments to performance based contingent consideration . The Company excludes Business integration costs from the measures disclosed above since such expenses vary in amount due to the number of acquisitions and size of acquired companies as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create a lack of comparability between periods. (g) Represents expenses related to distinct initiatives, typically significant enterprise-wide changes. Such expenses are excluded from the measures disclosed above since such expenses vary in amount based on occurrence as well as factors specific to each of the activities, are outside of the normal operations of the business, and create a lack of comparability between periods. |
Earnings (Loss) Per Share of _2
Earnings (Loss) Per Share of Common Stock (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator for Basic and Diluted Earnings (loss) Per Share Calculation | Set forth below is a reconciliation of the numerator and denominator for basic and diluted (loss) earnings per share calculation for the periods indicated: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Basic Earnings (Loss) per common share Numerator: Net income (loss) $ 23.5 $ 16.8 $ 40.8 $ ( 24.1 ) Less: dividends on Series A convertible preferred shares ( 8.9 ) — ( 26.7 ) — Less: Earnings allocated to Convertible Preferred Shares ( 5.3 ) — ( 5.1 ) — Net income (loss) available to common shareholders $ 9.3 $ 16.8 $ 9.0 $ ( 24.1 ) Denominator: Weighted average number of common shares outstanding – basic 94,549,000 93,504,000 94,668,000 93,409,000 Basic earnings (loss) per share $ 0.10 $ 0.18 $ 0.09 $ ( 0.26 ) Diluted earnings (loss) per common share Numerator: Net income (loss) available to common shareholders – diluted $ 9.3 $ 16.8 $ 9.0 $ ( 24.1 ) Denominator: Weighted average number of common shares outstanding – basic 94,549,000 93,504,000 94,668,000 93,409,000 Dilutive effect of: Stock compensation awards 2,123,000 497,000 1,133,000 — Series A convertible preferred stock — — — — Weighted average number of common shares outstanding – diluted 96,672,000 94,001,000 95,801,000 93,409,000 Diluted earnings (loss) per share $ 0.10 $ 0.18 $ 0.09 $ ( 0.26 ) Other Information: Weighted average number of anti-dilutive Series A convertible preferred shares, options and restricted stock (a) 55,369,000 4,663,000 57,011,000 4,712,000 (a) Weighted average number of anti-dilutive options is based upon the average closing price of the Company’s common stock on the NYSE for the period. |
Business and Basis of Present_3
Business and Basis of Presentation - Additional Information (Details) | 9 Months Ended |
Jun. 30, 2024 Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 2 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 9 Months Ended |
Jun. 30, 2024 USD ($) | |
Disaggregation Of Revenue [Line Items] | |
Revenue, remaining performance obligations, amount | $ 556.4 |
Contract with customer billed revenue | 139.7 |
Contract with customer unbilled revenue additions | $ 119.7 |
Revenue, practical expedient, financing component | true |
Minimum | Maintenance Services | |
Disaggregation Of Revenue [Line Items] | |
Recurring annual contract period | 1 year |
Maximum | Maintenance Services | |
Disaggregation Of Revenue [Line Items] | |
Recurring annual contract period | 3 years |
Revenue - Schedule of Reportabl
Revenue - Schedule of Reportable Segment Revenues, Disaggregated by Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Net service revenues | $ 738.8 | $ 766 | $ 2,038.4 | $ 2,072.3 |
Operating Segments | Landscape Maintenance | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net service revenues | 516.2 | 555.3 | 1,256.3 | 1,335.8 |
Operating Segments | Snow Removal | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net service revenues | 8.5 | 9.3 | 221.2 | 209.9 |
Operating Segments | Maintenance Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net service revenues | 524.7 | 564.6 | 1,477.5 | 1,545.7 |
Operating Segments | Development Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net service revenues | 215 | 203.4 | 564.8 | 533.3 |
Eliminations | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net service revenues | $ (0.9) | $ (2) | $ (3.9) | $ (6.7) |
Revenue - Additional Informat_2
Revenue - Additional Information (Details 1) | Jun. 30, 2024 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations, percentage | 58% |
Remaining performance obligations, expected satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-10-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations, percentage | 42% |
Remaining performance obligations, expected satisfaction period | 12 months |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Deferred Revenue (Details) $ in Millions | 9 Months Ended |
Jun. 30, 2024 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Balance, September 30, 2023 | $ 68.2 |
Recognition of revenue | (850.1) |
Deferral of revenue | 877.4 |
Divestiture (Note 6) | (0.9) |
Balance, June, 30 2024 | $ 94.6 |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Sep. 30, 2023 |
Receivables [Abstract] | ||
Accounts receivable | $ 446.4 | $ 442.3 |
Allowance for doubtful accounts | 10 | 5.1 |
Amounts of retention on incomplete project | $ 61.7 | $ 58.7 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Sep. 30, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 928.6 | $ 857.4 |
Less: Accumulated depreciation | 573 | 542.2 |
Property and equipment, net | 355.6 | 315.2 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 42.9 | 44.7 |
Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 45.9 | 45.6 |
Operating Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 384.1 | 338.8 |
Transportation Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 377.3 | 351.9 |
Office Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 74 | 68.7 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 4.4 | $ 7.7 |
Minimum | Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 2 years | |
Minimum | Operating Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 2 years | |
Minimum | Transportation Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 3 years | |
Minimum | Office Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 3 years | |
Maximum | Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 40 years | |
Maximum | Operating Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 7 years | |
Maximum | Transportation Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 7 years | |
Maximum | Office Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 10 years |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 28.1 | $ 26.4 | $ 79.8 | $ 80.9 |
Intangible Assets, Goodwill, _3
Intangible Assets, Goodwill, Acquisitions, and Divestitures - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jan. 12, 2024 USD ($) Subsidiary | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) Company | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) Company | |
Finite Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 8.6 | $ 10.8 | $ 27.4 | $ 33.7 | |
Weighted average amortization periods of intangible assets acquired | 7 years | ||||
Number of unrelated maintenance services companies acquired | Company | 3 | 3 | |||
Consideration paid, net of cash acquired | 0 | $ 13.8 | |||
Number of sale of fully owned subsidiaries | Subsidiary | 1 | ||||
Cash consideration | $ 51.6 | 51.6 | $ 0 | ||
Selling, General and Administrative Expenses [Member] | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Gain on sale of fully owned subsidiaries | $ 44 | ||||
Unrelated Maintenance Services Companies | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Acquisition of operations, Percentage | 100% | 100% | |||
Consideration paid, net of cash acquired | $ 13.8 | ||||
Customer Relationships | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Identifiable assets acquired related to intangible assets | $ 4 | $ 4 |
Intangible Assets, Goodwill, _4
Intangible Assets, Goodwill, Acquisitions, and Divestitures - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Sep. 30, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 715.9 | $ 732 |
Accumulated Amortization | (611.8) | (599.7) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 715.9 | 725.5 |
Accumulated Amortization | $ (611.8) | (594.1) |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life | 6 years | |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life | 21 years | |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life | 12 years | |
Gross Carrying Amount | $ 0 | 3.8 |
Accumulated Amortization | $ 0 | (2.9) |
Noncompete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Gross Carrying Amount | $ 0 | 2.7 |
Accumulated Amortization | $ 0 | $ (2.7) |
Intangible Assets, Goodwill, _5
Intangible Assets, Goodwill, Acquisitions, and Divestitures - Summary of Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Sep. 30, 2023 | ||
Goodwill [Line Items] | |||
Beginning balance | $ 2,021.4 | $ 2,008.8 | |
Acquisitions | [1] | 0.1 | 12.6 |
Divestiture | (5.8) | ||
Ending balance | 2,015.7 | 2,021.4 | |
Maintenance Services | |||
Goodwill [Line Items] | |||
Beginning balance | 1,803.4 | 1,792.7 | |
Acquisitions | [1] | 0.1 | 10.7 |
Divestiture | (5.8) | ||
Ending balance | 1,797.7 | 1,803.4 | |
Development Services | |||
Goodwill [Line Items] | |||
Beginning balance | 218 | 216.1 | |
Acquisitions | [1] | 0 | 1.9 |
Divestiture | 0 | ||
Ending balance | $ 218 | $ 218 | |
[1] The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Sep. 30, 2023 |
Debt Instrument [Line Items] | ||
Financing costs, net | $ (6.8) | $ (6.6) |
Long-term debt, net | 807 | 888.1 |
Series B Term Loan | ||
Debt Instrument [Line Items] | ||
Debt instruments net of original issue discount | 732.5 | 731.7 |
Receivables Financing Agreement | ||
Debt Instrument [Line Items] | ||
Debt instruments net of original issue discount | $ 81.3 | $ 163 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||||||||
May 28, 2024 | Aug. 31, 2023 | Aug. 28, 2023 | Apr. 22, 2022 | Dec. 18, 2013 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 27, 2024 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | |||||||||
Debt repayments | $ 0 | $ 9 | |||||||
Debt voluntary repayment | 82.2 | 448 | |||||||
Debt borrowings during the period | 0.5 | 460 | |||||||
Long-term debt, fair value | 822.1 | $ 900.1 | |||||||
Receivables Financing Agreement | Wholly-owned Subsidiary | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit agreement, maximum borrowing capacity | $ 325 | ||||||||
Letters of credits, outstanding amount | 81.2 | 30.4 | |||||||
Debt voluntary repayment | 0.5 | 460 | |||||||
Debt borrowings during the period | 82.2 | 448 | |||||||
SOFR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||
ABR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||
Credit Agreement | First Lien Credit Facility Term Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit agreement date | Dec. 18, 2013 | ||||||||
Debt instrument, term | 7 years | ||||||||
Credit agreement, maximum borrowing capacity | $ 1,460 | ||||||||
Credit Agreement | First Lien Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Credit agreement, maximum borrowing capacity | $ 210 | ||||||||
Amended Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of prepayment premium for voluntary prepayments | 1% | ||||||||
Debt borrowings during the period | $ 450 | ||||||||
Amended Credit Agreement | SOFR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||
Amended Credit Agreement | ABR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||
Amended Credit Agreement | First Lien Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Credit agreement, maximum borrowing capacity | $ 300 | ||||||||
Amended Credit Agreement | Series B Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 7 years | ||||||||
Credit agreement, maximum borrowing capacity | $ 1,200 | ||||||||
Debt instrument, original discount | $ 12 | ||||||||
Debt repayments | 9 | ||||||||
Debt instrument, maturity date | Apr. 22, 2029 | ||||||||
Debt instrument, effective interest rate | 3.42% | ||||||||
Previous Revolving Credit Facility | First Lien Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit agreement, maximum borrowing capacity | $ 260 | ||||||||
Letters of credits, outstanding amount | $ 42.6 | $ 42.6 | |||||||
Revolving Credit Facility | SOFR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0% | ||||||||
Revolving Credit Facility | ABR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1% | ||||||||
Revolving Credit Facility | ABR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||
Revolving Credit Facility | ABR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1% | ||||||||
Revolving Credit Facility | First Lien Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Credit agreement, maximum borrowing capacity | $ 300 | ||||||||
Debt instrument, maturity date | Apr. 22, 2027 | ||||||||
Debt voluntary repayment | $ 33.5 | ||||||||
Revolving Credit Facility | First Lien Revolving Credit Facility | LIBOR [Member] | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||
Revolving Credit Facility | First Lien Revolving Credit Facility | LIBOR [Member] | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2% |
Long-Term Debt - Scheduled Matu
Long-Term Debt - Scheduled Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Sep. 30, 2023 |
Debt Disclosure [Abstract] | ||
2024 | $ 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 81.3 | |
2028 | 0 | |
2029 and thereafter | 738 | |
Total long-term debt | 819.3 | |
Less: Current portion of long-term debt | 0 | |
Less: Original issue discount | 5.5 | |
Less: Financing costs | 6.8 | |
Total long-term debt, net | $ 807 | $ 888.1 |
Fair Value Measurements and D_3
Fair Value Measurements and Derivative Instruments - Additional Information (Details) gal in Millions, $ in Millions | 9 Months Ended | ||||
Jun. 30, 2024 USD ($) gal | Sep. 30, 2023 USD ($) | Aug. 28, 2023 USD ($) | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Interest Rate Contracts | |||||
Derivative [Line Items] | |||||
Notional amount | $ 600 | $ 600 | |||
Interest Rate Swaps | |||||
Derivative [Line Items] | |||||
Notional amount | $ 500 | $ 500 | |||
Net deferred gain on interest rate swap net of taxes expected to be recognized over the next 12 months | $ 6.1 | ||||
Interest Rate Collar Agreement | |||||
Derivative [Line Items] | |||||
Notional amount | $ 500 | ||||
Terminated notional amount | $ 400 | ||||
Fuel Swap Contracts | |||||
Derivative [Line Items] | |||||
Notional volume | gal | 4 | ||||
Maximum | |||||
Derivative [Line Items] | |||||
Percentage of participants compensation deferred | 70% |
Fair Value Measurements and D_4
Fair Value Measurements and Derivative Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Millions | Jun. 30, 2024 | Sep. 30, 2023 |
Carrying Value | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 23.1 | $ 32.2 |
Carrying Value | Other Assets | Interest Rate Derivative Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 13.3 | 21.3 |
Carrying Value | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 10 | 10.9 |
Carrying Value | Accrued Expenses and Other Current Liabilities | Fuel Derivative Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 0.2 | |
Investment Held by Rabbi Trust | Carrying Value | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 9.8 | 10.9 |
Investment Held by Rabbi Trust | Carrying Value | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 9.8 | 10.9 |
Level 1 | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 9.8 | 10.9 |
Level 1 | Other Assets | Interest Rate Derivative Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 1 | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 9.8 | 10.9 |
Level 1 | Accrued Expenses and Other Current Liabilities | Fuel Derivative Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 1 | Investment Held by Rabbi Trust | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 9.8 | 10.9 |
Level 1 | Investment Held by Rabbi Trust | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 9.8 | 10.9 |
Level 2 | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 13.3 | 21.3 |
Level 2 | Other Assets | Interest Rate Derivative Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 13.3 | 21.3 |
Level 2 | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 0.2 | 0 |
Level 2 | Accrued Expenses and Other Current Liabilities | Fuel Derivative Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 0.2 | |
Level 2 | Investment Held by Rabbi Trust | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 2 | Investment Held by Rabbi Trust | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | 0 |
Level 3 | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 3 | Other Assets | Interest Rate Derivative Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 3 | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | 0 |
Level 3 | Accrued Expenses and Other Current Liabilities | Fuel Derivative Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | 0 | |
Level 3 | Investment Held by Rabbi Trust | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 3 | Investment Held by Rabbi Trust | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total liabilities | $ 0 | $ 0 |
Fair Value Measurements and D_5
Fair Value Measurements and Derivative Instruments - Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges (Details) - Cash Flow Hedges - Designated - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Interest Rate Contracts | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Income (Expense), Operating | Interest Income (Expense), Operating | Interest Income (Expense), Operating | Interest Income (Expense), Operating |
Income (Loss) recognized in Other comprehensive income (loss) | $ 3.6 | $ 21.9 | $ 0 | $ 23.4 |
Net income reclassified from Accumulated other comprehensive income into Interest expense | $ 2.8 | $ 2.6 | $ 8.4 | $ 6.9 |
Fuel Swap Contracts | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Goods and Services Sold | Cost of Goods and Services Sold | Cost of Goods and Services Sold | Cost of Goods and Services Sold |
Income (Loss) recognized in Other comprehensive income (loss) | $ (0.2) | $ 0 | $ (0.1) | $ 0 |
Net income reclassified from Accumulated other comprehensive income into Interest expense | $ 0.1 | $ 0 | $ 0.1 | $ 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Benefit and Effective Income Tax Rate (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before income taxes | $ 33.4 | $ 24.4 | $ 58.3 | $ (29.6) |
Income tax expense (benefit) | $ 9.9 | $ 7.6 | $ 17.5 | $ (5.5) |
Effective income tax rate | 29.60% | 31.10% | 30% | 18.60% |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 17, 2023 | Nov. 14, 2022 | May 17, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 11, 2023 | Mar. 10, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares exercised | 38,000 | |||||||||
Equity-based compensation | $ 5.1 | $ 3.9 | $ 15.1 | $ 15.7 | ||||||
Unrecognized compensation cost | $ 34.4 | $ 34.4 | $ 23.7 | |||||||
Unamortized value of outstanding stock-based compensation, weighted average remaining life | 1 year 2 months 12 days | 1 year 1 month 6 days | ||||||||
Amended and Restated 2018 Omnibus Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of common stock that may be issued | 24,650,000 | |||||||||
2023 Employment Inducement Incentive Award Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of common stock that may be issued | 1,750,000 | |||||||||
ESPP | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock shares available for sale | 2,100,000 | |||||||||
Common stock shares issued | 188,000 | 177,000 | ||||||||
Restricted Stock Awards | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
RSUs Forfeited | 88,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Non-cash equity-based compensation expense over the requisite service period | $ 18 | |||||||||
Stock options weighted average grant date fair value | $ 8 | |||||||||
Number of shares exercised | 1,285,000 | |||||||||
Vested | shares | 1,285,000 | |||||||||
RSUs Forfeited | 617,000 | |||||||||
Common stock shares issued | 2,584,000 | |||||||||
Performance stock units issued | 2,584,000 | |||||||||
Weighted average distribution price per share of PSU | $ 8 | |||||||||
Stock Options | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Non-cash equity-based compensation expense over the requisite service period | $ 6.3 | |||||||||
Performance Shares | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Weighted average exercise price | $ 7.35 | $ 7.35 | ||||||||
Vested | shares | 0 | |||||||||
RSUs Forfeited | 303,000 | |||||||||
Performance stock units issued | 918,000 | |||||||||
Weighted average distribution price per share of PSU | $ 7.35 | |||||||||
Performance Shares | Maximum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Performance Stock unit awards vesting rights percentage | 200% | |||||||||
Performance Shares | Minimum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Performance Stock unit awards vesting rights percentage | 0% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Company's Restricted Stock Award Activity (Details) | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 19.06 |
Forfeited, weighted average exercise price | 19.08 |
Weighted Average Exercise Price, Outstanding at March 31, 2024 | $ 19.11 |
Restricted Stock Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance, Outstanding | shares | shares | 213,000 |
Forfeited | shares | shares | 88,000 |
Ending balance, Outstanding | shares | shares | 125,000 |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 14.66 |
Forfeited, weighted average exercise price | 14.66 |
Weighted Average Exercise Price, Outstanding at March 31, 2024 | $ 14.66 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Company's Restricted Stock Unit Activity (Details) | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 19.06 |
Forfeited, weighted average exercise price | 19.08 |
Weighted Average Exercise Price, Outstanding at March 31, 2024 | $ 19.11 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance, Outstanding | shares | shares | 3,021,000 |
Granted | shares | shares | 2,584,000 |
Vested | shares | shares | 1,285,000 |
Forfeited | shares | shares | 617,000 |
Ending balance, Outstanding | shares | shares | 3,703,000 |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 9.32 |
Granted, weighted average exercise price | 8 |
Vested, weighted average exercise price | 9.67 |
Forfeited, weighted average exercise price | 8.81 |
Weighted Average Exercise Price, Outstanding at March 31, 2024 | $ 8.37 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Company's Stock Option Activity (Details) | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Outstanding at September 30, 2023 | shares | shares | 4,449,000 |
Exercised | shares | shares | 38,000 |
Forfeited | shares | shares | 1,160,000 |
Outstanding at March 31, 2024 | shares | shares | 3,251,000 |
Stock option vested and exercisable upon issuance | shares | shares | 2,731,000 |
Expected to vest after Marchr 31, 2024 | shares | 520,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ / shares | $ 19.06 |
Exercised, Weighted Average Exercise Price | $ / shares | 13.66 |
Forfeited, weighted average exercise price | $ / shares | 19.08 |
Weighted Average Exercise Price, Outstanding at March 31, 2024 | $ / shares | 19.11 |
Weighted Average Exercise Price, Vested and Exercisable at March 31, 2024 | $ / shares | 19.05 |
Weighted Average Exercise Price, Expected to vest after March 31, 2024 | $ / shares | $ 19.43 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Company's Performance Stock Unit Activity (Details) | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 19.06 |
Forfeited, weighted average exercise price | 19.08 |
Weighted Average Exercise Price, Outstanding at March 31, 2024 | $ 19.11 |
Performance Shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance, Outstanding | shares | shares | 512,000 |
Granted | shares | shares | 918,000 |
Forfeited | shares | shares | 303,000 |
Ending balance, Outstanding | shares | shares | 1,127,000 |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 7.48 |
Granted, weighted average exercise price | 7.35 |
Forfeited, weighted average exercise price | 7.39 |
Weighted Average Exercise Price, Outstanding at March 31, 2024 | $ 7.4 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Sep. 30, 2023 |
Commitments And Contingencies [Line Items] | ||
Reserve for unpaid and incurred but not reported claims, amount | $ 165.3 | $ 159.9 |
Reserve for unpaid and incurred but not reported claims, classified in current liabilities | 54.2 | 54.8 |
Reserve for unpaid and incurred but not reported claims, classified in non-current liabilities | 111.1 | 105.1 |
Claims recoverable from third party insurance carriers | 16.1 | 18.1 |
Other Current Assets | ||
Commitments And Contingencies [Line Items] | ||
Claims recoverable from third party insurance carriers | 4.8 | 5.3 |
Other Assets | ||
Commitments And Contingencies [Line Items] | ||
Claims recoverable from third party insurance carriers | $ 11.3 | $ 12.8 |
Segments - Additional Informati
Segments - Additional Information (Details) | 9 Months Ended |
Jun. 30, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segments - Summary of Certain F
Segments - Summary of Certain Financial Data For Each of Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Segment Reporting Information [Line Items] | |||||
Net Service Revenues | $ 738.8 | $ 766 | $ 2,038.4 | $ 2,072.3 | |
Adjusted EBITDA | [1] | 107.9 | 101.8 | 219.5 | 197.1 |
Capital Expenditures | 23.2 | 15.2 | 46 | 57.9 | |
Net income (loss) | 23.5 | 16.8 | 40.8 | (24.1) | |
Interest expense | 15.1 | 27.4 | 48.2 | 78.3 | |
Income tax expense (benefit) | 9.9 | 7.6 | 17.5 | (5.5) | |
Depreciation expense | 28.1 | 26.4 | 79.8 | 80.9 | |
Amortization expense | 8.6 | 10.8 | 27.4 | 33.7 | |
Business transformation and integration costs | [2] | 17.1 | 8.9 | 33.9 | 17.5 |
Gain on divestiture | [3] | (0.1) | 0 | (44) | 0 |
Equity-based compensation | [4] | 5.1 | 3.9 | 15.3 | 15.9 |
C O V I D19 Related Expenses | [5] | 0 | 0 | 0 | 0.4 |
Debt extinguishment | [6] | 0.6 | 0 | 0.6 | 0 |
Severance and related costs | 4.3 | 4.1 | 10.5 | 6 | |
Business integration | [7] | 0.4 | 2.8 | (0.5) | 5.3 |
IT infrastructure, transformation, and other | [8] | 12.4 | 2 | 23.9 | 6.2 |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | (12.5) | (16.3) | (43.4) | (52.7) | |
Capital Expenditures | 2 | 3.4 | 3.9 | 4.7 | |
Operating Segments | Maintenance Services | |||||
Segment Reporting Information [Line Items] | |||||
Net Service Revenues | 524.7 | 564.6 | 1,477.5 | 1,545.7 | |
Adjusted EBITDA | 89.3 | 94 | 197.8 | 196.2 | |
Capital Expenditures | 15.4 | 9.3 | 31.9 | 46 | |
Operating Segments | Development Services | |||||
Segment Reporting Information [Line Items] | |||||
Net Service Revenues | 215 | 203.4 | 564.8 | 533.3 | |
Adjusted EBITDA | 31.1 | 24.1 | 65.1 | 53.6 | |
Capital Expenditures | 5.8 | 2.5 | 10.2 | 7.2 | |
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Net Service Revenues | $ (0.9) | $ (2) | $ (3.9) | $ (6.7) | |
[1] Presented below is a reconciliation of Net income (loss) to Adjusted EBITDA: Business transformation and integration costs consist of (i) severance and related costs; (ii) business integration costs and (iii) information technology infrastructure, transformation, and other costs. Represents the realized gain on sale and transaction related expenses from the divestiture of U.S. Lawns on January 12, 2024 Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding. Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment, cleaning and supply purchases, and other. Represents losses on the extinguishment of debt related to Amendment No. 8 to the Credit Agreement and includes the write-off of deferred finance fees and original issue discount. Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, fleet and uniform rebranding costs, and adjustments to performance based contingent consideration . The Company excludes Business integration costs from the measures disclosed above since such expenses vary in amount due to the number of acquisitions and size of acquired companies as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create a lack of comparability between periods. Represents expenses related to distinct initiatives, typically significant enterprise-wide changes. Such expenses are excluded from the measures disclosed above since such expenses vary in amount based on occurrence as well as factors specific to each of the activities, are outside of the normal operations of the business, and create a lack of comparability between periods. |
Mezzanine Equity - Additional I
Mezzanine Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 21, 2024 | Mar. 14, 2024 | Aug. 28, 2023 | Jun. 30, 2024 | Sep. 30, 2023 |
Class of Stock [Line Items] | |||||
Preferred stock, issued | 0 | 0 | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||
Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, issued | 500,000 | 500,000 | 500,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||
Aggregate purchase price | $ 500 | ||||
Dividends paid in-kind | $ 8.9 | ||||
Cash dividend | $ 8.9 | $ 8.9 |
Earnings (Loss) Per Share of _3
Earnings (Loss) Per Share of Common Stock - Reconciliation of Numerator and Denominator for Basic and Diluted Earnings (loss) Per Share Calculation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Earnings Per Share [Abstract] | |||||
Net income (loss) | $ 23.5 | $ 16.8 | $ 40.8 | $ (24.1) | |
Less: dividends on Series A convertible preferred shares | (8.9) | 0 | (26.7) | 0 | |
Less: Earnings allocated to Convertible Preferred Shares | (5.3) | 0 | (5.1) | 0 | |
Net income (loss) available to common stockholders | $ 9.3 | $ 16.8 | $ 9 | $ (24.1) | |
Weighted average number of common shares outstanding - basic | 94,549,000 | 93,504,000 | 94,668,000 | 93,409,000 | |
Basic earnings (loss) per share | $ 0.1 | $ 0.18 | $ 0.09 | $ (0.26) | |
Net income (loss) available to common shareholders - diluted | $ 9.3 | $ 16.8 | $ 9 | $ (24.1) | |
Stock compensation awards | 2,123,000 | 497,000 | 1,133,000 | 0 | |
Weighted average number of common shares outstanding - diluted | 96,672,000 | 94,001,000 | 95,801,000 | 93,409,000 | |
Diluted earnings (loss) per share | $ 0.1 | $ 0.18 | $ 0.09 | $ (0.26) | |
Weighted average number of anti-dilutive Series A convertible preferred shares, options and restricted stock(a) | [1] | 55,369,000 | 4,663,000 | 57,011,000 | 4,712,000 |
[1] Weighted average number of anti-dilutive options is based upon the average closing price of the Company’s common stock on the NYSE for the period. |