BrightView Holdings, Inc. - Quarter Report: 2021 June (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38579

BrightView Holdings, Inc.

(Exact name of Registrant as specified in its Charter)


Delaware	46-4190788
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
980 Jolly Road Blue Bell, Pennsylvania	19422
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (484) 567-7204

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


Title of Each Class	Trading Symbol	Name of exchange on which registered
Common Stock, Par Value $0.01 Per Share	BV	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Registrant’s Common Stock outstanding as of July 31, 2021 was 105,201,762.

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		Page
PART I.	FINANCIAL INFORMATION	5
Item 1.	Financial Statements (Unaudited)	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Consolidated Statements of Comprehensive Income (Loss)	7
	Consolidated Statements of Stockholders’ Equity	8
	Consolidated Statements of Cash Flows	9
	Notes to Unaudited Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II.	OTHER INFORMATION	38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
Signatures

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains “forward-looking statements” within the meaning of the safe harbor provision of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements.

Words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, or guarantees of future performance and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth under the heading “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Some of the key factors that could cause actual results to differ from our expectations include risks related to:



general business economic and financial conditions;



the duration and extent of the novel coronavirus (COVID-19) pandemic and its resurgence, and the impact of federal, state and local governmental actions and customer behavior in response to the pandemic, including possible additional or reinstated restrictions as a result of a resurgence of the pandemic;



competitive industry pressures;



the failure to retain current customers, renew existing customer contracts and obtain new customer contracts;



the failure to enter into profitable contracts, or maintaining customer contracts that are unprofitable;



a determination by customers to reduce their outsourcing or use of preferred vendors;



the dispersed nature of our operating structure;



our ability to implement our business strategies and achieve our growth objectives;



acquisition and integration risks;



the seasonal nature of our landscape maintenance services;



our dependence on weather conditions;



increases in prices for raw materials and fuel;



changes in our ability to source adequate supplies and materials in a timely manner;



any failure to accurately estimate the overall risk, requirements, or costs when we bid on or negotiate contracts that are ultimately awarded to us;



the conditions and periodic fluctuations of real estate markets, including residential and commercial construction;



our ability to retain our executive management and other key personnel;



our ability to attract and retain trained workers and third-party contractors and re-employ seasonal workers;



any failure to properly verify employment eligibility of our employees;



subcontractors taking actions that harm our business;

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

our recognition of future additional impairment charges;



laws and governmental regulations, including those relating to employees, wage and hour, immigration, human health and safety and transportation;



environmental, health and safety laws and regulations, including regulatory costs, claims and litigation related to the use of chemicals and pesticides by employees and related third-party claims;



the distraction and impact caused by litigation, of adverse litigation judgments and settlements resulting from legal proceedings;



the substantial costs of claims, including insurance costs, related to auto liability, general liability, and workers compensation;



any failure, inadequacy, interruption, security failure or breach of our information technology systems;



our ability to adequately protect our intellectual property;



restrictions imposed by our debt agreements that limit our flexibility in operating our business;



our ability to generate sufficient cash flow to satisfy our significant debt service obligations;



our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions, or other general corporate requirements;



increases in interest rates governing our variable rate indebtedness increasing the cost of servicing our substantial indebtedness including expected changes to LIBOR;



ownership of our common stock;



occurrence of natural disasters, terrorist attacks or other external events;



changes in generally accepted accounting principles in the United States; and



costs and requirements imposed as a result of maintaining the requirement of being a public company.

We caution you that the risks, uncertainties, and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits, or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, any change in assumptions, beliefs or expectations or any change in circumstances upon which any such forward-looking statements are based, except as required by law.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BrightView Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)

(In millions, except par value and share data)


	June 30, 2021			September 30, 2020
Assets
Current assets:
Cash and cash equivalents	$	125.0		$	157.1
Accounts receivable, net		365.5			319.2
Unbilled revenue		96.6			94.6
Other current assets		57.3			62.2
Total current assets		644.4			633.1
Property and equipment, net		269.0			251.5
Intangible assets, net		207.9			221.3
Goodwill		1,943.3			1,859.3
Operating lease assets		70.0			58.8
Other assets		42.1			47.0
Total assets	$	3,176.7		$	3,071.0
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	145.2		$	116.8
Current portion of long-term debt		10.4			12.3
Deferred revenue		53.1			57.1
Current portion of self-insurance reserves		51.7			48.4
Accrued expenses and other current liabilities		219.5			197.2
Current portion of operating lease liabilities		22.0			18.3
Total current liabilities		501.9			450.1
Long-term debt, net		1,121.8			1,127.5
Deferred tax liabilities		48.8			38.9
Self-insurance reserves		97.9			102.7
Long-term operating lease liabilities		54.7			47.5
Other liabilities		39.0			32.8
Total liabilities		1,864.1			1,799.5
Stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding as of June 30, 2021 and September 30, 2020		—			—
Common stock, $0.01 par value; 500,000,000 shares authorized; 105,200,000 and 104,900,000 shares issued and outstanding as of June 30, 2021 and September 30, 2020, respectively		1.1			1.0
Treasury stock, at cost; 245,000 and 91,000 shares as of June 30, 2021 and September 30, 2020, respectively		(3.7	)		(2.5	)
Additional paid-in-capital		1,484.7			1,467.8
Accumulated deficit		(168.4	)		(187.9	)
Accumulated other comprehensive loss		(1.1	)		(6.9	)
Total stockholders’ equity		1,312.6			1,271.5
Total liabilities and stockholders’ equity	$	3,176.7		$	3,071.0

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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BrightView Holdings, Inc.

Consolidated Statements of Operations

(Unaudited)

(In millions, except per share data)


	Three Months Ended June 30,					Nine Months Ended June 30,
	2021		2020			2021		2020
Net service revenues	$	673.6	$	608.1		$	1,879.9	$	1,737.9
Cost of services provided		494.6		451.7			1,409.2		1,306.2
Gross profit		179.0		156.4			470.7		431.7
Selling, general and administrative expense		123.1		131.8			374.4		389.0
Amortization expense		12.6		13.6			39.0		40.6
Income from operations		43.3		11.0			57.3		2.1
Other income		0.8		1.7			2.8		0.4
Interest expense		9.4		15.4			32.5		49.9
Income (loss) before income taxes		34.7		(2.7	)		27.6		(47.4	)
Income tax expense (benefit)		9.5		(0.3	)		8.1		(11.9	)
Net income (loss)	$	25.2	$	(2.4	)	$	19.5	$	(35.5	)
Income (loss) per share:
Basic	$	0.24	$	(0.02	)	$	0.19	$	(0.34	)
Diluted	$	0.24	$	(0.02	)	$	0.18	$	(0.34	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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BrightView Holdings, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In millions)


	Three Months Ended June 30,						Nine Months Ended June 30,
	2021			2020			2021		2020
Net income (loss)	$	25.2		$	(2.4	)	$	19.5	$	(35.5	)
Net derivative gains (losses) arising during the period, net of tax of $(0.3); $0.2; $(1.0); and $3.8, respectively		0.7			(0.5	)		1.9		(10.3	)
Reclassification of (gains) losses into net loss, net of tax of $0.1; $(1.9); $(1.4); and $(3.5), respectively		(0.3	)		4.7			3.9		9.6
Other comprehensive income (loss)		0.4			4.2			5.8		(0.7	)
Comprehensive income (loss)	$	25.6		$	1.8		$	25.3	$	(36.2	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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BrightView Holdings, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

Three and Nine Months Ended June 30, 2021 and 2020

(Unaudited)

(In millions)


	Common Stock				Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Treasury			Total Stockholders’
	Shares		Amount		Capital		Deficit			Loss			Stock			Equity
Balance, March 31, 2021		105.2	$	1.1	$	1,479.4	$	(193.6	)	$	(1.5	)	$	(3.6	)		1,281.8
Net income		—		—		—		25.2			—			—			25.2
Other comprehensive income, net of tax		—		—		—		—			0.4			—			0.4
Equity-based compensation		—		—		5.3		—			—			—			5.3
Repurchase of common stock and distributions		—		—		—		—			—			(0.1	)		(0.1	)
Balance, June 30, 2021		105.2	$	1.1	$	1,484.7	$	(168.4	)	$	(1.1	)	$	(3.7	)	$	1,312.6

Balance, September 30, 2020		104.9	$	1.0	$	1,467.8	$	(187.9	)	$	(6.9	)	$	(2.5	)		1,271.5
Net income		—		—		—		19.5			—			—			19.5
Other comprehensive income, net of tax		—		—		—		—			5.8			—			5.8
Capital contributions and issuance of common stock		0.3		0.1		1.5		—			—			—			1.6
Equity-based compensation		—		—		15.4		—			—			—			15.4
Repurchase of common stock and distributions		—		—		—		—			—			(1.2	)		(1.2	)
Balance, June 30, 2021		105.2	$	1.1	$	1,484.7	$	(168.4	)	$	(1.1	)	$	(3.7	)	$	1,312.6

	Common Stock				Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Treasury			Total Stockholders’
	Shares		Amount		Capital		Deficit			Loss			Stock			Equity
Balance, March 31, 2020		104.9	$	1.0	$	1,457.3	$	(179.4	)	$	(16.6	)	$	(1.7	)	$	1,260.6
Net (loss)		—		—		—		(2.4	)		—			—			(2.4	)
Other comprehensive income, net of tax		—		—		—		—			4.2			—			4.2
Equity-based compensation		—		—		4.9		—			—			—			4.9
Repurchase of common stock and distributions		—		—		—		—			—			(0.2	)		(0.2	)
Balance, June 30, 2020		104.9	$	1.0	$	1,462.2	$	(181.8	)	$	(12.4	)	$	(1.9	)	$	1,267.1

Balance, September 30, 2019		104.7	$	1.0	$	1,441.8	$	(146.3	)	$	(11.7	)	$	(1.0	)	$	1,283.8
Net (loss)		—		—		—		(35.5	)		—			—			(35.5	)
Other comprehensive (loss), net of tax		—		—		—		—			(0.7	)		—			(0.7	)
Capital contributions and issuance of common stock		0.2		—		2.5		—			—			—			2.5
Equity-based compensation		—		—		17.9		—			—			—			17.9
Repurchase of common stock and distributions		—		—		—		—			—			(0.9	)		(0.9	)
Balance, June 30, 2020		104.9	$	1.0	$	1,462.2	$	(181.8	)	$	(12.4	)	$	(1.9	)	$	1,267.1

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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BrightView Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(In millions)


	Nine Months Ended June 30,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	19.5		$	(35.5	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		63.6			60.4
Amortization of intangible assets		39.0			40.6
Amortization of financing costs and original issue discount		2.8			2.8
Deferred taxes		7.7			(17.2	)
Equity-based compensation		15.4			17.9
Realized loss on hedges		5.3			13.1
Other non-cash activities, net		(2.2	)		2.5
Change in operating assets and liabilities:
Accounts receivable		(29.9	)		5.6
Unbilled and deferred revenue		(6.3	)		39.9
Other operating assets		11.0			(19.0	)
Accounts payable and other operating liabilities		7.5			50.8
Net cash provided by operating activities		133.4			161.9
Cash flows from investing activities:
Purchase of property and equipment		(44.7	)		(45.9	)
Proceeds from sale of property and equipment		7.5			3.8
Business acquisitions, net of cash acquired		(106.2	)		(86.5	)
Other investing activities, net		0.4			1.0
Net cash (used) by investing activities		(143.0	)		(127.6	)
Cash flows from financing activities:
Repayments of finance lease obligations		(12.3	)		(6.3	)
Repayments of term loan		(7.8	)		(7.8	)
Repayments of receivables financing agreement		(24.6	)		(50.0	)
Repayments of revolving credit facility		—			(70.0	)
Proceeds from receivables financing agreement, net of issue costs		24.0			80.0
Proceeds from revolving credit facility		—			70.0
Proceeds from issuance of common stock, net of share issuance costs		1.4			0.1
Repurchase of common stock and distributions		(1.2	)		(0.9	)
Other financing activities, net		(2.0	)		1.4
Net cash (used) provided by financing activities		(22.5	)		16.5
Net change in cash and cash equivalents		(32.1	)		50.8
Cash and cash equivalents, beginning of period		157.1			39.1
Cash and cash equivalents, end of period	$	125.0		$	89.9
Supplemental Cash Flow Information:
Cash paid for income taxes, net	$	3.8		$	3.9
Cash paid for interest	$	31.1		$	47.7

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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BrightView Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

(In millions, except per share and share data)

1. Business and Basis of Presentation

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, 2020, presented herein, has been derived from the Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2020, 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, 2020, 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, 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.

2. Recent Accounting Pronouncements

Measurement of Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments, which was amended in May 2019 by ASU No. 2019-04, Codification Improvements to Topic 326, Financial Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and ASU No. 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief. These ASUs require entities to account for expected credit losses on financial instruments including trade receivables. The Company adopted the guidance in the first quarter of fiscal 2021. The adoption of ASU No. 2016-13 did not have a material impact on the Company’s consolidated financial statements and disclosures.

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Fair Value Measurement

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement which modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income. The Company adopted the guidance in the first quarter of fiscal 2021. The adoption of ASU No. 2018-13 did not have a material impact on the Company’s consolidated financial statements and disclosures.

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which removes specified exceptions and adds requirements to simplify the accounting for income taxes. The guidance is effective for the Company in the first quarter of fiscal 2022 and early adoption is permitted. The Company is currently evaluating the impact of the updated guidance on its consolidated financial statements.

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 is effective for the Company upon issuance through December 31, 2022. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the third quarter of fiscal 2020 the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. 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. The Company continues to evaluate the impact of the guidance on its consolidated financial statements and may apply other elections as applicable as additional changes in the market occur.

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 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, defined below, 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

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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

For Development Services, revenue is 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 have been immaterial in prior periods. 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 achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company’s reportable segments are Maintenance Services and Development Services. During the second quarter of fiscal 2021, the Company reclassified revenue related to a second quarter fiscal 2020 acquisition from the Maintenance Services segment to the Development Services segment to align with changes in how we manage our business. Prior period segment results have been reclassified with no significant impact on Net service revenues. See Note 12, “Segments”.


	Three Months Ended June 30,						Nine Months Ended June 30,
	2021			2020			2021			2020
Landscape Maintenance	$	521.2		$	451.2		$	1,193.2		$	1,125.6
Snow Removal		3.4			5.1			285.2			163.1
Maintenance Services		524.6			456.3			1,478.4			1,288.7
Development Services		150.3			152.8			404.7			451.9
Eliminations		(1.3	)		(1.0	)		(3.2	)		(2.7	)
Net service revenues	$	673.6		$	608.1		$	1,879.9		$	1,737.9

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, 2021, 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 $306.2. The Company expects to recognize revenue on 57% of the remaining performance obligations over the next 12 months and an additional 43% 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.

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.

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Changes in deferred revenue for the nine month period ended June 30, 2021 were as follows:


	Deferred Revenue
Balance, September 30, 2020	$	57.1
Recognition of revenue		(770.8	)
Deferral of revenue		766.8
Balance, June 30, 2021	$	53.1

There were $89.4 of amounts billed during the period and $91.4 of additions to our unbilled revenue balance during the nine month period from October 1, 2020 to June 30, 2021.

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 disclosed value of unsatisfied performance obligations excludes (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.

4. Accounts Receivable, net

Accounts receivable of $365.5 and $319.2, is net of an allowance for doubtful accounts of $5.9 and $2.8 and includes $41.3 and $45.9 of retention on incomplete projects to be completed within one year at June 30, 2021 and September 30, 2020, respectively.

5. Property and Equipment, net

Property and equipment, net consists of the following:


	Useful Life	June 30, 2021		September 30, 2020
Land	—	$	42.3	$	40.0
Buildings and leasehold improvements	2-40 yrs.		30.7		30.3
Operating equipment	2-7 yrs.		235.5		208.2
Transportation vehicles	3-7 yrs.		285.0		262.8
Office equipment and software	3-10 yrs.		71.4		68.1
Construction in progress	—		5.6		5.0
Property and equipment			670.5		614.4
Less: Accumulated depreciation			401.5		362.9
Property and equipment, net		$	269.0	$	251.5

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 $21.3 and $20.9 for the three months ended June 30, 2021 and 2020, respectively. Depreciation expense related to property and equipment was $63.6 and $60.4 for the nine months ended June 30, 2021 and 2020, respectively.

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6. Intangible Assets, Goodwill and Acquisitions

Identifiable intangible assets consist of acquired customer contracts and relationships, trademarks and non-compete agreements. Amortization expense related to intangible assets was $12.6 and $13.6 for the three months ended June 30, 2021 and 2020, respectively. Amortization expense related to intangible assets was $39.0 and $40.6 for the nine month periods ended June 30, 2021 and 2020, respectively. These assets are amortized over their estimated useful lives of which the reasonableness is continually evaluated by the Company.

Intangible assets as of June 30, 2021 and September 30, 2020 consisted of the following:


		June 30, 2021					September 30, 2020
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships	6-21 yrs.	$	691.9	$	(486.7	)	$	666.3	$	(448.3	)
Trademarks	12 yrs.		3.8		(2.2	)		3.8		(2.0	)
Non-compete agreements	5-7 yrs.		2.7		(1.6	)		2.7		(1.2	)
Total intangible assets		$	698.4	$	(490.5	)	$	672.8	$	(451.5	)

The following is a summary of the goodwill activity for the periods ended September 30, 2020 and June 30, 2021:


	Maintenance Services		Development Services			Total
Balance, September 30, 2019	$	1,616.0	$	194.4		$	1,810.4
Acquisitions		64.4		—			64.4
Impairment Loss		—		(15.5	)		(15.5	)
Balance, September 30, 2020		1,680.4		178.9			1,859.3
Acquisitions		73.0		11.0			84.0
Balance, June 30, 2021	$	1,753.4	$	189.9		$	1,943.3

As a result of the 2020 annual goodwill impairment assessment and in conjunction with the initiation and conclusion of the sale of the BrightView Tree Company in the fourth quarter of fiscal 2020, the Company recognized an impairment loss of $15.5. The goodwill impairment loss was recognized during the fourth quarter of fiscal 2020 and was included in Selling, general and administrative expense.

During the nine months ended June 30, 2021, the Company acquired, through a series of separate transactions, 100% of the operations of seven unrelated companies, of which two were allocated between both Maintenance Services and Development Services. The Company paid approximately $106.2 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 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 valuation process to determine fair values is not yet complete. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the acquisition date. The identifiable assets acquired were primarily customer relationship intangible assets of $25.6. The amount allocated to goodwill is reflective of the benefits the Company expects to realize from anticipated synergies and workforce in place. The Company expects a portion of the goodwill resulting from these acquisitions will be deductible for tax purposes.

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7. Long-term Debt

Long-term debt consists of the following:


	June 30, 2021			September 30, 2020
Series B term loan	$	1,004.2		$	1,011.8
Receivables financing agreement		139.9			140.0
Insurance Policy		—			1.9
Financing costs, net		(11.9	)		(13.9	)
Total debt, net		1,132.2			1,139.8
Less: Current portion of long-term debt		10.4			12.3
Long-term debt, net	$	1,121.8		$	1,127.5

First Lien credit facility term loans due 2020 and Series B Term Loan due 2025

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 August 15, 2018, the Company entered into Amendment No. 5 to the Credit Agreement (the “Amended Credit Agreement”). Under the terms of the Amended Credit Agreement, the Credit Agreement was amended to provide for: (i) a $1,037.0 seven-year term loan (the “Series B Term Loan”) and (ii) a $260.0 five-year revolving credit facility. The Company used the net proceeds from the Series B Term Loan to repay all amounts outstanding under the Company’s First Lien Term Loans. An original discount of $2.8 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 2.5%. Debt repayments for the Series B Term Loan consisted of contractual payments per the Credit Agreement and totaled $7.8 for the nine month periods ended June 30, 2021 and 2020.

Revolving credit facility

The Company has a five-year $260.0 revolving credit facility (the “Revolving Credit Facility”) that matures on August 15, 2023 and bears interest at a rate per annum of LIBOR plus a margin ranging from 2.00% to 2.50%, with the margin determined based on the Company’s first lien net leverage ratio. The Revolving Credit Facility replaces the previous $210.0 revolving credit facility under the Credit Agreement. The Company had no outstanding balance under the Revolving Credit Facility as of June 30, 2021 and September 30, 2020. There were no borrowings or repayments under the facility for the nine months ended June 30, 2021. There were $70.0 borrowings under the facility for the nine months ended June 30, 2020, of which $70.0 were repaid during the same period.

Receivables financing agreement

On April 28, 2017, the Company, through a wholly-owned subsidiary, entered into a receivables financing agreement (the “Receivables Financing Agreement”). The Receivables Financing Agreement provided a borrowing capacity of $175.0 through April 27, 2020. On February 21, 2019, the Company entered into the First Amendment to the Receivables Financing Agreement (the "Amendment Agreement") which increased the borrowing capacity to $200.0 and extended the term through February 20, 2022. On February 19, 2021, the Company entered into the Second Amendment to the Receivables Financing Agreement (the "Second Amendment") which extended the term through February 20, 2024 and increased the borrowing capacity to $235.0 through September 20, 2021 and $250.0 thereafter. All amounts outstanding under the Receivables Financing Agreement are collateralized by substantially all of the accounts receivables and unbilled revenue of the Company. During the nine months ended June 30, 2021, the Company borrowed $24.5 against the capacity and voluntarily repaid $24.6. During the nine months ended June 30, 2020, the Company borrowed $80.0 against the capacity and voluntarily repaid $50.0.

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The following are the scheduled maturities of long-term debt for the remainder of fiscal 2021, and the following four fiscal years and thereafter, which do not include any estimated excess cash flow payments:


2021	$	2.6
2022		10.4
2023		10.4
2024		150.3
2025 and thereafter		972.1
Total long-term debt		1,145.8
Less: Current maturities		10.4
Less: Original issue discount		1.7
Less: Financing costs		11.9
Total long-term debt, net	$	1,121.8

The Company has estimated the fair value of its long-term debt to be approximately $1,138.3 and $1,143.5 as of June 30, 2021 and September 30, 2020. Fair value is based on market bid prices around period-end (Level 2 inputs).

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 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, 2021 and September 30, 2020, the Company has assessed the significance of the impact

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of the credit valuation adjustments on the overall valuation of its derivative positions and has 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, 2021 and September 30, 2020:


	June 30, 2021
	Carrying Value		Level 1		Level 2		Level 3
Other assets:
Investments held by Rabbi Trust	$	13.5	$	13.5	$	—	$	—
Fuel hedges		2.4		—		2.4		—
Total assets	$	15.9	$	13.5	$	2.4	$	—
Other liabilities:
Interest rate swap contracts		4.2		—		4.2		—
Obligation to Rabbi Trust		13.5		13.5		—		—
Total liabilities	$	17.7	$	13.5	$	4.2	$	—


	September 30, 2020
	Carrying Value		Level 1		Level 2		Level 3
Other assets:
Investments held by Rabbi Trust	$	11.4	$	11.4	$	—	$	—
Fuel hedges		0.7		—		0.7		—
Total assets	$	12.1	$	11.4	$	0.7	$	—
Accrued expenses and other current liabilities:
Interest rate swap contracts		4.5		—		4.5		—
Fuel hedges		0.8		—		0.8		—
Other liabilities:
Interest rate swap contracts		5.5		—		5.5		—
Obligation to Rabbi Trust		11.4		11.4		—		—
Total liabilities	$	22.2	$	11.4	$	10.8	$	—

Hedging Activities

As of June 30, 2021 and September 30, 2020, the Company’s outstanding derivatives qualify 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 (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 loss 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 Swap 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 swaps 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 notional amount of interest rate contracts was $500.0 and $980.0 at June 30, 2021 and September 30, 2020, respectively. The net deferred losses on the interest rate swaps as of June 30, 2021 of $2.2, net of taxes, are expected to be recognized in Interest expense over the next 12 months.

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The effects on the consolidated financial statements of the interest rate swaps which were designated as cash flow hedges were as follows:


	Three Months Ended June 30,						Nine Months Ended June 30,
	2021			2020			2021			2020
(Loss) recognized in Other comprehensive income (loss)	$	(0.2	)	$	(2.2	)	$	(0.3	)	$	(10.2	)
Net (loss) reclassified from Accumulated other comprehensive income (loss) into Interest expense		(0.8	)		(4.9	)		(6.1	)		(11.6	)

Fuel Swap 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. As of June 30, 2021, the Company had two outstanding fuel contracts covering the period January 1, 2021 through December 31, 2021 with a total notional volume of 5.3 million gallons. The net deferred gain on the fuel swaps as of June 30, 2021 of $1.8, net of taxes, are expected to be recognized in Cost of services provided over the next 12 months.

The effects on the consolidated financial statements of the fuel swaps which were designated as cash flow hedges were as follows:


	Three Months Ended June 30,					Nine Months Ended June 30,
	2021		2020			2021		2020
Income (loss) recognized in Other comprehensive income (loss)	$	1.2	$	1.5		$	3.2	$	(3.9	)
Net income (loss) reclassified from Accumulated other comprehensive income (loss) into Cost of services provided		1.2		(1.7	)		0.8		(1.5	)

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, 2021 and 2020.


	Three Months Ended June 30,						Nine Months Ended June 30,
	2021			2020			2021			2020
Income (loss) before income taxes	$	34.7		$	(2.7	)	$	27.6		$	(47.4	)
Income tax expense (benefit)		9.5			(0.3	)		8.1			(11.9	)
Effective income tax rate		27.4	%		11.1	%		29.3	%		25.1	%

The increase in the effective tax rate for the three and nine months ended June 30, 2021 when compared to the three and nine months ended June 30, 2020, primarily related to the geographical distribution of the pre-tax income as well as the provision to return adjustment that was recorded discretely during the prior period.

10. Equity-based Compensation

Restricted Stock Units

On November 19, 2020, the Company issued 733,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $13.78, all of which are subject to vesting. These units will vest ratably over a four-year period commencing on the first anniversary of the grant date. Non-cash equity-based compensation expense associated with the grant will be approximately $8.9 over the requisite service period.

Stock Option Awards

On November 19, 2020, the Company issued 686,000 stock options at a weighted average exercise price of $13.78 and a weighted average grant date fair value of $6.71. These options will vest and become exercisable ratably over a four-year period commencing on the first anniversary of the grant date. Non-cash equity-based compensation expense associated with the grant will be approximately $4.1 over the requisite service period.

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Information regarding the total equity-based compensation expense, for the periods indicated is as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Total equity-based compensation expense recognized	$	5.3	$	4.9	$	15.4	$	17.9

At June 30, 2021 the aggregate unamortized value of outstanding stock-based compensation awards was approximately $29.5, with a weighted average remaining life of 1.3 years.

2018 Employee Stock Purchase Plan

A total of 1,100,000 shares of the Company’s common stock were made available for sale under the Company’s 2018 Employee Stock Purchase Plan on October 22, 2018, of which 172,000 were issued on November 14, 2019 and 120,000 were issued on November 16, 2020. An additional portion thereof is expected to be issued in November 2021.

11. Commitments and Contingencies

Risk Management

The Company carries insurance policies including general liability, auto liability, workers’ compensation, professional liability, directors’ and officers’ liability and employee health care. In addition, the Company carries umbrella liability insurance policies to cover claims over the liability limits contained in primary policies. The Company’s insurance programs, including 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, 2021 was $149.6, of which $51.7 was classified in current liabilities and $97.9 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, 2020 was $151.1, of which $48.4 was classified in current liabilities and $102.7 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, 2021 includes $28.6 related to claims recoverable from third party insurance carriers. Corresponding assets of $9.1 and $19.5 are recorded at June 30, 2021, as Other current assets and Other assets, respectively. The Company’s reserve for unpaid and incurred but not reported claims at September 30, 2020 includes $34.1 related to claims recoverable from third party insurance carriers. Corresponding assets of $8.1 and $26.0 were recorded at September 30, 2020, 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 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. 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, 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.

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.

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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, 2020. Corporate includes corporate executive compensation, corporate 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.

During the second quarter of fiscal 2021, to align with changes in how we manage our business, the Company reclassified Net service revenues and expenses related to a second quarter fiscal 2020 acquisition from the Maintenance Services segment to the Development Services segment. Prior period segment results have been reclassified with no significant impact on segment results. There were no changes to the Company’s consolidated financial statements.

The following is a summary of certain financial data for each of the segments:


	Three Months Ended June 30,						Nine Months Ended June 30,
	2021			2020			2021			2020
Maintenance Services	$	524.6		$	456.3		$	1,478.4		$	1,288.7
Development Services		150.3			152.8			404.7			451.9
Eliminations		(1.3	)		(1.0	)		(3.2	)		(2.7	)
Net service revenues	$	673.6		$	608.1		$	1,879.9		$	1,737.9
Maintenance Services	$	90.6		$	83.3		$	212.5		$	171.7
Development Services		18.7			21.8			46.6			55.1
Corporate		(15.7	)		(14.1	)		(46.3	)		(45.2	)
Adjusted EBITDA(1)	$	93.6		$	91.0		$	212.8		$	181.6
Maintenance Services	$	13.3		$	8.0		$	37.5		$	34.0
Development Services		2.7			1.6			5.0			9.5
Corporate		0.8			1.2			2.2			2.4
Capital expenditures	$	16.8		$	10.8		$	44.7		$	45.9

(1)

Presented below is a reconciliation of Net income (loss) to Adjusted EBITDA:


	Three Months Ended June 30,					Nine Months Ended June 30,
	2021		2020			2021		2020
Net income (loss)	$	25.2	$	(2.4	)	$	19.5	$	(35.5	)
Interest expense		9.4		15.4			32.5		49.9
Income tax expense (benefit)		9.5		(0.3	)		8.1		(11.9	)
Depreciation expense		21.3		20.9			63.6		60.4
Amortization expense		12.6		13.6			39.0		40.6
Establish public company financial reporting compliance (a)		—		—			—		0.9
Business transformation and integration costs (b)		7.2		8.2			20.0		25.8
Offering-related expenses (c)		0.3		2.6			0.5		4.1
Equity-based compensation (d)		5.3		4.9			15.5		18.2
COVID-19 related expenses (e)		2.8		4.0			14.1		5.0
Changes in self-insured liability estimates (f)		—		24.1			—		24.1
Adjusted EBITDA	$	93.6	$	91.0		$	212.8	$	181.6

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(a)

Represents costs incurred to establish public company financial reporting compliance, including costs to comply with the requirements of Sarbanes-Oxley and the accelerated adoption of the revenue recognition standard (ASC 606 – Revenue from Contracts with Customers) and other miscellaneous costs.

(b)

Business transformation and integration costs consist of (i) severance and related costs; (ii) vehicle fleet rebranding costs; (iii) business integration costs and (iv) information technology infrastructure, transformation costs, and other.


	Three Months Ended June 30,				Nine Months Ended June 30,
(In millions)	2021		2020		2021		2020
Severance and related costs	$	0.1	$	2.7	$	0.3	$	3.3
Business integration (g)		3.4		1.8		9.2		10.6
IT infrastructure, transformation, and other (h)		3.7		3.7		10.5		11.9
Business transformation and integration costs	$	7.2	$	8.2	$	20.0	$	25.8

(c)

Represents transaction related expenses incurred for IPO related litigation and completed or contemplated subsequent registration statements.

(d)

Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding.

(e)

Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment and cleaning and supply purchases, and other.

(f)

Represents expenses related to changes in estimates and actuarial assumptions associated with the Company’s self-insured liability amounts for workers’ compensation, general liability, auto liability, and employee health care insurance programs, to reflect uncertainties associated with the current environment, including the COVID-19 pandemic.

(g)

Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, and fleet and uniform rebranding costs. 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.

(h)

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.

13. Earnings (Loss) Per Share of Common Stock

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common shares by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings (loss) per share calculation for the periods indicated:


	Three Months Ended June 30,					Nine Months Ended June 30,
	2021		2020			2021		2020
Numerator:
Net income (loss) available to common stockholders	$	25.2	$	(2.4	)	$	19.5	$	(35.5	)
Denominator:
Weighted average number of common shares outstanding – basic		105,202,000		103,793,000			105,177,000		103,583,000
Basic earnings (loss) per share	$	0.24	$	(0.02	)	$	0.19	$	(0.34	)

Weighted average number of common shares outstanding – diluted		105,947,000		103,793,000			105,662,000		103,583,000
Diluted earnings (loss) per share	$	0.24	$	(0.02	)	$	0.18	$	(0.34	)
Other Information:
Weighted average number of anti-dilutive options and restricted stock		6,897,000		8,760,000			7,468,000		8,285,000

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis supplements our management’s discussion and analysis for the year ended September 30, 2020 as contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 18, 2020, and presumes that readers have read or have access to such discussion and analysis. The following discussion and analysis should also be read together with the unaudited consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that reflect our plans and strategy for our business, and involve risks and uncertainties. You should review the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, and in this Quarterly Report on Form 10-Q, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

Overview

Our Company

We are the largest provider of commercial landscaping services in the United States, with revenues approximately 7 times those of our next largest commercial landscaping competitor. We provide commercial landscaping services ranging from landscape maintenance and enhancements to tree care and landscape development. We operate through a differentiated and integrated national service model which systematically delivers services at the local level by combining our network of over 240 branches with a qualified service partner network. Our branch delivery model underpins our position as a single-source end-to-end landscaping solution provider to our diverse customer base at the national, regional and local levels, which we believe represents a significant competitive advantage. We believe our commercial customer base understands the financial and reputational risk associated with inadequate landscape maintenance and considers our services to be essential and non-discretionary.

Our Segments

We report our results of operations through two reportable segments: Maintenance Services and Development Services. We serve a geographically diverse set of customers through our strategically located network of branches in 32 U.S. states, and, through our qualified service partner network, we are able to efficiently provide nationwide coverage in all 50 U.S. states.

To align with changes in how we manage our business, in the second quarter of fiscal 2021, we reclassified Net service revenues and expenses related to a second quarter fiscal 2020 acquisition from the Maintenance Services segment to the Development Services segment. Prior period segment results have been reclassified with no significant impact on segment results. There were no changes to the Company’s consolidated financial statements.

Maintenance Services

Our Maintenance Services segment delivers a full suite of recurring commercial landscaping services in both evergreen and seasonal markets, ranging from mowing, gardening, mulching and snow removal, to more horticulturally advanced services, such as water management, irrigation maintenance, tree care, golf course maintenance and specialty turf maintenance. In addition to contracted maintenance services, we also have a strong track record of providing value-added landscape enhancements. We primarily self-perform our maintenance services through our national branch network, which are route-based in nature. Our maintenance services customers include Fortune 500 corporate campuses and commercial properties, HOAs, public parks, leading international hotels and resorts, airport authorities, municipalities, hospitals and other healthcare facilities, educational institutions, restaurants and retail, and golf courses, among others.

Development Services

Through our Development Services segment, we provide landscape architecture and development services for new facilities and significant redesign projects. Specific services include project design and management services, landscape architecture, landscape installation, irrigation installation, tree moving and installation, pool and water features and sports field services, among others. Our development services are comprised of sophisticated design, coordination and installation of landscapes at some of the most recognizable corporate, athletic and university complexes and showcase highly visible work that is paramount to our customers’ perception of our brand as a market leader.

In our Development Services business, we are typically hired by general contractors, with whom we maintain strong relationships as a result of our superior technical and project management capabilities. We believe the quality of our work is also

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well-regarded by our end-customers, some of whom directly request that their general contractors utilize our services when outsourcing their landscape development projects.

Components of Our Revenues and Expenses

Net Service Revenues

Maintenance Services

Our 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 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 our recurring fixed fee landscape maintenance and snow removal services are recorded under the series guidance. The right to invoice practical expedient, defined within Note 3 “Revenue” to our unaudited consolidated financial statements, 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

For Development Services, revenue is 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 have been immaterial in prior periods. 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.

Expenses

Cost of Services Provided

Cost of services provided is comprised of direct costs we incur associated with our operations during a period and includes employee costs, subcontractor costs, purchased materials, and operating equipment and vehicle costs. Employee costs consist of wages and other labor-related expenses, including benefits, workers compensation and healthcare costs, for those employees involved in delivering our services. Subcontractor costs consist of costs relating to our qualified service partner network in our Maintenance Services segment and subcontractors we engage from time to time in our Development Services segment. When our use of subcontractors increases, we may experience incrementally higher costs of services provided. Operating equipment and vehicle costs primarily consist of depreciation related to branch operating equipment and vehicles and related fuel expenses. A large component of our costs are variable, such as labor, subcontractor expense and materials.

Selling, General and Administrative Expense

Selling, general and administrative expense consists of costs incurred related to compensation and benefits for management, sales and administrative personnel, equity-based compensation, branch and office rent and facility operating costs, depreciation expense related to branch and office locations, as well as professional fees, software costs and other miscellaneous expenses. Corporate expenses, including corporate executive compensation, finance, legal and information technology, are included in consolidated selling, general and administrative expense and not allocated to the business segments.

Amortization Expense

Amortization expense consists of the periodic amortization of intangible assets, including customer relationships, non-compete agreements and trademarks, recognized when KKR acquired us on December 18, 2013 and in connection with businesses we have acquired since December 18, 2013.

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Interest Expense

Interest expense relates primarily to our long-term debt. See Note 7 “Long-term Debt” in the unaudited consolidated financial statements included under Part I, Item 1, “Financial Statements”.

Income Tax Expense (Benefit)

Income tax expense (benefit) includes U.S. federal, state and local income taxes. Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, tax credits and certain nondeductible expenses. Our effective tax rate may vary from quarter to quarter based on recurring and nonrecurring factors including, but not limited to the geographical distribution of our pre-tax earnings, changes in the tax rates of different jurisdictions, the availability of tax credits and nondeductible items. Changes in judgment due to the evaluation of new information resulting in the recognition, derecognition or remeasurement of a tax position taken in a prior annual period are recognized separately in the period of the change.

Other Income

Other income consists primarily of investment gains related to investments held in Rabbi Trust.

Trends and Other Factors Affecting Our Business

Various trends and other factors affect or have affected our operating results, including:

Seasonality

Our services, particularly in our Maintenance Services segment, have seasonal variability such as increased mulching, flower planting and intensive mowing in the spring, leaf removal and cleanup work in the fall, snow removal services in the winter and potentially minimal mowing during drier summer months. This can drive fluctuations in revenue, costs and cash flows for interim periods.

We have a significant presence in geographies that have a year-round growing season, which we refer to as our evergreen markets. Such markets require landscape maintenance services twelve months per year. In markets that do not have a year-round growing season, which we refer to as our seasonal markets, the demand for our landscape maintenance services decreases during the winter months. Typically, our revenues and net income have been higher in the spring and summer seasons, which correspond with our third and fourth fiscal quarters. The lower level of activity in seasonal markets during our first and second fiscal quarters is partially offset by revenue from our snow removal services. Such seasonality causes our results of operations to vary from quarter to quarter.

Weather Conditions

Weather may impact the timing of performance of landscape maintenance and enhancement services and progress on development projects from quarter to quarter. For example, snow events in the winter, hurricane-related cleanup in the summer and fall, and the effects of abnormally high rainfall or drought in a given market may impact our services. These less predictable weather patterns can impact both our revenues and our costs, especially from quarter to quarter, but also from year to year in some cases. Extreme weather events such as hurricanes and tropical storms can result in a positive impact to our business in the form of increased enhancement services revenues related to cleanup and other services. However, such weather events may also negatively impact our ability to deliver our contracted services or impact the timing of performance.

In our seasonal markets, the performance of our snow removal services is correlated with the amount of snowfall and number of snowfall events in a given season. We benchmark our performance against ten- and thirty-year cumulative annual snowfall averages.

Acquisitions

In addition to our organic growth, we have grown, and expect to continue to grow, our business through acquisitions in an effort to better service our existing customers and to attract new customers. These acquisitions have allowed us to execute our “strong-on-strong” acquisition strategy in which we focus on increasing our density and leadership positions in existing local markets, entering into attractive new geographic markets and expanding our portfolio of landscape enhancement services and improving technical capabilities in specialized services. As we continue to selectively pursue acquisitions that complement our “strong-on-strong” acquisition strategy, we believe we are the acquirer of choice in the highly fragmented commercial landscaping industry because we offer the ability to leverage our significant size and scale, as well as provide stable and potentially expanding career opportunities for employees of acquired businesses. In accordance with GAAP, the results of the acquisitions we have completed are reflected in our consolidated financial statements from the date of acquisition. We incur transaction costs in connection with identifying and completing acquisitions

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and ongoing integration costs as we integrate acquired companies and seek to achieve synergies. During the nine months ended June 30, 2021, the Company acquired seven businesses and paid approximately $106.2 million in aggregate consideration, net of cash acquired. We incurred $9.2 million of integration costs during the nine months of fiscal 2021, of which $6.4 million related to acquisitions completed prior to fiscal 2021 and $2.8 million related to acquisitions completed during fiscal 2021. Integration costs 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. Costs are primarily comprised of one-time employee retention costs, employee onboarding and training costs, and fleet and uniform rebranding costs. We typically anticipate integration costs to represent approximately 7%-9% of the acquisition price, and to be incurred within 12 months of acquisition completion.

Industry and Economic Conditions

We believe the non-discretionary nature of our landscape maintenance services provides us with a fairly predictable recurring revenue model. The perennial nature of the landscape maintenance service sector, as well as its wide range of end users, minimizes the impact of a broad or sector-specific downturn. However, in connection with our enhancement services and development services, when demand for commercial construction declines, demand for landscape enhancement services and development projects may decline. When commercial construction activity rises, demand for landscape enhancement services to maintain green space may also increase. This is especially true for new developments in which green space tends to play an increasingly important role. Economic conditions, including fluctuations in labor markets, may impact our ability to identify, hire and retain employees. Increased labor costs, including recruiting, retention, and overtime expenditures, could adversely affect our profitability.

COVID-19 Update

The impact of the COVID-19 pandemic and related economic conditions on the Company’s results continue to be highly uncertain and outside the Company’s control. Although our Maintenance and Development operations are considered essential services, future governmental orders or other restrictions may limit, restrict or prohibit either Maintenance’s or Development’s operations in certain locations in the future. Further limitations could have a material adverse impact on our business, financial condition and results of operations.

The scope, duration and magnitude of the direct and indirect effects of the COVID-19 pandemic are difficult or impossible to anticipate. Due to the uncertainty related to the extent of the ongoing impact of the pandemic, the Company’s results in the third quarter of 2021 may not be indicative of the Company’s future results. We have experienced and may experience a loss in revenue as a result of restrictions on our ability to operate our business. In addition, the economic deterioration resulting from the impacts of the COVID-19 pandemic will likely continue to negatively impact our results of operations and financial condition. Although optimism for an economic recovery has increased in the third quarter of fiscal 2021, the degree of the impact on our business continues to be unpredictable as it will depend on factors such as the duration and spread of COVID-19, including new variants, the extent of vaccinations and the timing and success of the reopening of the economy. For additional information on the risks posed by COVID-19, see “Item 1A – Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2020.

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Results of Operations

The following tables summarize key components of our results of operations for the periods indicated.


	Three Months Ended June 30,					Nine Months Ended June 30,
(In millions)	2021		2020			2021		2020
Net service revenues	$	673.6	$	608.1		$	1,879.9	$	1,737.9
Cost of services provided		494.6		451.7			1,409.2		1,306.2
Gross profit		179.0		156.4			470.7		431.7
Selling, general and administrative expense		123.1		131.8			374.4		389.0
Amortization expense		12.6		13.6			39.0		40.6
Income from operations		43.3		11.0			57.3		2.1
Other income		0.8		1.7			2.8		0.4
Interest expense		9.4		15.4			32.5		49.9
Income (loss) before income taxes		34.7		(2.7	)		27.6		(47.4	)
Income tax expense (benefit)		9.5		(0.3	)		8.1		(11.9	)
Net income (loss)	$	25.2	$	(2.4	)	$	19.5	$	(35.5	)
Adjusted EBITDA(1)	$	93.6	$	91.0		$	212.8	$	181.6
Adjusted Net Income(1)	$	46.6	$	44.0		$	86.7	$	56.5
Earnings (loss) per Share	$	0.24	$	(0.02	)	$	0.19	$	(0.34	)
Adjusted Earnings per Share(1)	$	0.44	$	0.42		$	0.82	$	0.55
Cash flows from operating activities	$	50.0	$	76.2		$	133.4	$	161.9
Free Cash Flow(1)	$	37.3	$	66.5		$	96.2	$	119.8

(1) See the “Non-GAAP Financial Measures” section included in this Quarterly Report for a reconciliation to the most directly comparable GAAP measure.

Three Months Ended June 30, 2021 compared to Three Months Ended June 30, 2020

Net Service Revenues

Net service revenues for the three months ended June 30, 2021 increased $65.5 million, or 10.8%, to $673.6 million, from $608.1 million in the 2020 period. The increase was driven by an increase in Maintenance Services revenues of $68.3 million offset by a decrease in Development Services revenues of $2.5 million as discussed further below in Segment Results.

Gross Profit

Gross profit for the three months ended June 30, 2021 increased $22.6 million, or 14.5%, to $179.0 million, from $156.4 million in the 2020 period. Gross margin improved 90 basis points, to 26.6%, in the three months ended June 30, 2021, from 25.7% in the 2020 period. The increases in gross profit and gross margin were principally driven by the increase in Maintenance Services revenues described further below in Segment Results, coupled with the prior year impact of an $18.3 million charge to Cost of services provided which was recorded in the third quarter of fiscal 2020 associated with the Company’s self-insured liability. The favorable impact of these items was partially offset by an increase in direct labor and material costs.

Selling, General and Administrative Expense

Selling, general and administrative expense for the three months ended June 30, 2021 decreased $8.7 million, or 6.6%, to $123.1 million, from $131.8 million in the 2020 period. As a percentage of revenue, Selling, general and administrative expense decreased 340 basis points for the three months ended June 30, 2021 to 18.3%, from 21.7% in the 2020 period. The decrease was primarily due to the prior year impact of a $5.8 million charge to Selling, general and administrative expense recorded in the third quarter of fiscal 2020 associated with the Company’s self-insured liability, coupled with a decrease of $3.1 million in salaries and other employee related expenses.

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Amortization Expense

Amortization expense for the three months ended June 30, 2021 decreased $1.0 million, or 7.4%, to $12.6 million, from $13.6 million in the 2020 period. The decrease was principally due to a $2.2 million decrease in the amortization of historical intangible assets recognized in connection with the KKR Acquisition and the ValleyCrest Acquisition, based on the pattern consistent with expected future cash flows calculated at that time, offset by a $1.2 million increase in amortization expense for intangible assets recognized in connection with our acquired businesses subsequent to the ValleyCrest Acquisition.

Other Income

Other income was $0.8 million for the three months ended June 30, 2021 compared to $1.7 million in the 2020 period. The decrease of $0.9 million was driven principally by a decrease in gains on investments held in the Rabbi Trust.

Interest Expense

Interest expense for the three months ended June 30, 2021 decreased $6.0 million, or 39.0%, to $9.4 million, from $15.4 million in the 2020 period. The decrease was driven the impact of our interest rate swaps for the period, coupled with a lower weighted average interest rate on our term loans in the 2021 period of 2.63% compared to 2.93% in the 2020 period.

Income Tax Expense (Benefit)

For the three months ended June 30, 2021, Income tax expense was $9.5 million, compared to an Income tax benefit of $0.3 million in the 2020 period. The change was primarily attributable to the change in the Company’s pretax income of $34.7 million in the current period compared to pretax loss of $2.7 million in the prior period.

Net Income (Loss)

For the three months ended June 30, 2021, Net income was $25.2 million, compared to a Net loss of $2.4 million in the 2020 period due to the changes noted above.

Adjusted EBITDA

Adjusted EBITDA increased $2.6 million for the three months ended June 30, 2021, to $93.6 million, from $91.0 million in the 2020 period. Adjusted EBITDA as a percentage of revenue was 13.9% and 15.0% for the three months ended June 30, 2021 and 2020, respectively. The increase in Adjusted EBITDA was driven by an increase of $7.3 million, or 8.8% in Maintenance Services Segment Adjusted EBITDA, offset by a decrease of $3.1 million, or 14.2% in Development Services Segment Adjusted EBITDA, as discussed further below in Segment Results.

Adjusted Net Income

Adjusted Net Income for the three months ended June 30, 2021 increased $2.6 million to $46.6 million, from $44.0 million in the 2020 period due to the changes noted above.

Nine Months Ended June 30, 2021 compared to Nine Months Ended June 30, 2020

Net Service Revenues

Net service revenues for the nine months ended June 30, 2021 increased $142.0 million, or 8.2%, to $1,879.9 million, from $1,737.9 million in the 2020 period. The increase was driven by increases in Maintenance Services revenues of $189.7 million offset by decreases in Development Services revenues of $47.2 million as discussed further below in Segment Results.

Gross Profit

Gross profit for the nine months ended June 30, 2021 increased $39.0 million, or 9.0%, to $470.7 million, from $431.7 million in the 2020 period. The increase in gross profit was driven by the increase in Maintenance Services revenue as described further below in the Segment Results, coupled with the prior year impact of an $18.3 million charge to Cost of services provided which was recorded in the third quarter of fiscal 2020 associated with the Company’s self-insured liability. The favorable impact of these items was partially

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offset by an increase in labor, subcontractor and material costs. Gross margin for the nine months ended June 30, 2021 increased to 25.0%, from 24.8% in the 2020 period.

Selling, General and Administrative Expense

Selling, general and administrative expense for the nine months ended June 30, 2021 decreased $14.6 million, or 3.8%, to $374.4 million, from $389.0 million in the 2020 period. The decrease was primarily attributable to the prior year impact of a $5.8 million charge to Selling, general and administrative expense recorded in the third quarter of fiscal 2020 associated with the Company’s self-insured liability, a $3.6 million decrease in offering related fees, a $3.0 million reduction in severance and related costs, a $2.7 million reduction in professional fees due to targeted cost containment actions, and a $2.7 million decrease in stock compensation and related taxes, offset by an increase of $6.2 million in expenses related to the Company’s response to the COVID-19 pandemic. As a percentage of revenue, Selling, general and administrative expense decreased 250 basis points for the nine months ended June 30, 2021 to 19.9%, from 22.4% in the 2020 period.

Amortization Expense

Amortization expense for the nine months ended June 30, 2021 decreased $1.6 million, or 3.9%, to $39.0 million, from $40.6 million in the 2020 period. The decrease was principally due to a $6.6 million decrease in the amortization of historical intangible assets recognized in connection with the KKR Acquisition and the ValleyCrest Acquisition, based on the pattern consistent with expected future cash flows calculated at that time, offset by a $5.0 million increase in amortization expense for intangible assets recognized in connection with our acquired businesses subsequent to the ValleyCrest Acquisition.

Other Income

Other income was $2.8 million for the nine months ended June 30, 2021, an increase of $2.4 million from $0.4 million in the 2020 period driven by an increase in gains on investments held in the Rabbi Trust.

Interest Expense

Interest expense for the nine months ended June 30, 2021 decreased $17.4 million, or 34.9%, to $32.5 million, from $49.9 million in the 2020 period. The decrease was driven by a lower weighted average interest rate on our term loans in the 2021 period of 2.66% compared to 3.78% in the 2020 period, coupled with the impact of our interest rate swaps for the period.

Income Tax Expense (Benefit)

For the nine months ended June 30, 2021 Income tax expense was $8.1 million, compared to an Income tax benefit of $11.9 million in the 2020 period. The change was primarily attributable to the change in the Company's pretax income of $27.6 million in the current period compared to a pretax loss of $47.4 million in the prior period.

Net Income (Loss)

For the nine months ended June 30, 2021, net income increased $55.0 million, to $19.5 million, from a net loss of $35.5 million in the 2020 period due to the changes noted above.

Adjusted EBITDA

Adjusted EBITDA increased $31.2 million for the nine months ended June 30, 2021, to $212.8 million, from $181.6 million in the 2020 period. Adjusted EBITDA as a percentage of revenue was 11.3% and 10.4% in the nine months ended June 30, 2021 and 2020, respectively. The increase in Adjusted EBITDA was driven by an increase of $40.8 million, or 23.8% in Maintenance Services Segment Adjusted EBITDA, partially offset by a decrease of $8.5 million, or 15.4% in Development Services Segment Adjusted EBITDA, as discussed further below in Segment Results.

Adjusted Net Income

Adjusted Net Income for the nine months ended June 30, 2021 increased $30.2 million to $86.7 million, from $56.5 million in the 2020 period due to the changes noted above.

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Non-GAAP Financial Measures

In addition to our GAAP financial measures, we review various non-GAAP financial measures including Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings per Share (“Adjusted EPS”) and Free Cash Flow.

We believe that Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuations from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. Adjusted Net Income is defined as net income (loss) including interest and depreciation and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions and the removal of the discrete tax items. Adjusted EPS is defined as Adjusted Net Income divided by the weighted average number of common shares outstanding for the period used in the calculation of basic EPS. We believe that the adjustments applied in presenting Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future.

We believe Free Cash Flow is a helpful supplemental measure to assist us and investors in evaluating our liquidity. Free Cash Flow represents cash flows from operating activities less capital expenditures, net of proceeds from the sale of property and equipment. We believe Free Cash Flow is useful to provide additional information to assess our ability to pursue business opportunities and investments and to service our debt. Free Cash Flow has limitations as an analytical tool, including that it does not account for our future contractual commitments and excludes investments made to acquire assets under finance leases and required debt service payments.

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Set forth below are the reconciliations of net income (loss) to Adjusted EBITDA and Adjusted Net Income, and cash flows from operating activities to Free Cash Flow. Adjusted EPS is defined as Adjusted Net Income (shown below) divided by the weighted average number of common shares outstanding for the period used in the calculation of basic EPS and presented in Note 13 “Earnings (Loss) Per Share of Common Stock” in the Notes to unaudited consolidated financial statements.


	Three Months Ended June 30,						Nine Months Ended June 30,
(In millions)	2021			2020			2021			2020
Adjusted EBITDA
Net income (loss)	$	25.2		$	(2.4	)	$	19.5		$	(35.5	)
Plus:
Interest expense, net		9.4			15.4			32.5			49.9
Income tax expense (benefit)		9.5			(0.3	)		8.1			(11.9	)
Depreciation expense		21.3			20.9			63.6			60.4
Amortization expense		12.6			13.6			39.0			40.6
Establish public company financial reporting compliance (a)		—			—			—			0.9
Business transformation and integration costs (b)		7.2			8.2			20.0			25.8
Offering-related expenses (c)		0.3			2.6			0.5			4.1
Equity-based compensation (d)		5.3			4.9			15.5			18.2
COVID-19 related expenses (e)		2.8			4.0			14.1			5.0
Changes in self-insured liability estimates (f)		—			24.1			—			24.1
Adjusted EBITDA	$	93.6		$	91.0		$	212.8		$	181.6
Adjusted Net Income
Net income (loss)	$	25.2		$	(2.4	)	$	19.5		$	(35.5	)
Plus:
Amortization expense		12.6			13.6			39.0			40.6
Establish public company financial reporting compliance (a)		—			—			—			0.9
Business transformation and integration costs (b)		7.2			8.2			20.0			25.8
Offering-related expenses (c)		0.3			2.6			0.5			4.1
Equity-based compensation (d)		5.3			4.9			15.5			18.2
COVID-19 related expenses (e)		2.8			4.0			14.1			5.0
Changes in self-insured liability estimates (f)		—			24.1			—			24.1
Income tax adjustment (g)		(6.8	)		(11.0	)		(21.9	)		(26.7	)
Adjusted Net Income	$	46.6		$	44.0		$	86.7		$	56.5
Free Cash Flow
Cash flows from operating activities	$	50.0		$	76.2		$	133.4		$	161.9
Minus:
Capital expenditures		16.8			10.8			44.7			45.9
Plus:
Proceeds from sale of property and equipment		4.1			1.1			7.5			3.8
Free Cash Flow	$	37.3		$	66.5		$	96.2		$	119.8

(a)

(b)


	Three Months Ended June 30,				Nine Months Ended June 30,
(In millions)	2021		2020		2021		2020
Severance and related costs	$	0.1	$	2.7	$	0.3	$	3.3
Business integration (h)		3.4		1.8		9.2		10.6
IT infrastructure, transformation, and other (i)		3.7		3.7		10.5		11.9
Business transformation and integration costs	$	7.2	$	8.2	$	20.0	$	25.8

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(c)

Represents transaction related expenses incurred for IPO related litigation and completed or contemplated subsequent registration statements.

(d)

Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding.

(e)

(f)

(g)

Represents the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of the applicable discrete tax items, which collectively result in a reduction of income tax. The tax effect of pre-tax items excluded from Adjusted Net Income is computed using the statutory rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances. Discrete tax items include changes in laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances.


	Three Months Ended June 30,					Nine Months Ended June 30,
(In millions)	2021			2020		2021		2020
Tax impact of pre-tax income adjustments	$	6.9		$	5.3	$	21.6	$	20.8
Discrete tax items		(0.1	)		5.7		0.3		5.9
Income tax adjustment	$	6.8		$	11.0	$	21.9	$	26.7

(h)

(i)

Segment Results

We classify our business into two segments: Maintenance Services and Development Services. Our corporate expenses are not allocated to the segments and are not discussed separately as any results that had a significant impact on operating results are included in the consolidated results discussion above.

We evaluate the performance of our segments on Net Service Revenues, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin (Segment Adjusted EBITDA as a percentage of Net Service Revenues). Segment Adjusted EBITDA is indicative of operational performance and ongoing profitability. Our management closely monitors Segment Adjusted EBITDA to evaluate past performance and identify actions required to improve profitability.

Segment Results for the Three Months Ended June 30, 2021 and 2020

The following tables present Net Service Revenues, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin for each of our segments. Changes in Segment Adjusted EBITDA Margin are shown in basis points, or bps.

Maintenance Services Segment Results


	Three Months Ended June 30,						Percent Change
(In millions)	2021			2020			2021 vs. 2020
Net Service Revenues	$	524.6		$	456.3			15.0	%
Segment Adjusted EBITDA	$	90.6		$	83.3			8.8	%
Segment Adjusted EBITDA Margin		17.3	%		18.3	%		(100) bps

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Maintenance Services Net Service Revenues

Maintenance Services net service revenues for the three months ended June 30, 2021 increased by $68.3 million, or 15.0%, from the 2020 period. The increase was primarily driven by a $52.8 million increase in commercial landscape services underpinned by a combination of contract and ancillary services growth, as well as an $18.0 million revenue contribution from acquired businesses.

Maintenance Services Segment Adjusted EBITDA

Segment Adjusted EBITDA for the three months ended June 30, 2021 increased by $7.3 million to $90.6 million from $83.3 million in the 2020 period. The increase in Segment Adjusted EBITDA was principally driven by the increase in Maintenance Services revenues discussed above. Segment Adjusted EBITDA Margin decreased 100 basis points, to 17.3%, in the three months ended June 30, 2021, from 18.3% in the 2020 period, primarily due to higher material costs and increased labor costs inclusive of the Juneteenth company holiday introduced in June 2021.

Development Services Segment Results


	Three Months Ended June 30,						Percent Change
(In millions)	2021			2020			2021 vs. 2020
Net Service Revenues	$	150.3		$	152.8			(1.6	)%
Segment Adjusted EBITDA	$	18.7		$	21.8			(14.2	)%
Segment Adjusted EBITDA Margin		12.4	%		14.3	%		(190) bps

Development Services Net Service Revenues

Development Services net service revenues for the three months ended June 30, 2021 decreased $2.5 million, or 1.6%, compared to the 2020 period. The decrease in Development Services revenues was principally driven by an $11.6 million reduction due to reduced backlog as a result of the COVID-19 pandemic, coupled with a $5.9 million reduction due to the sale of BrightView Tree Company in September 2020, partially offset by a $14.9 million revenue contribution from acquired businesses.

Development Services Segment Adjusted EBITDA

Segment Adjusted EBITDA for the three months ended June 30, 2021 decreased $3.1 million, to $18.7 million, compared to the 2020 period. Segment Adjusted EBITDA Margin decreased 190 basis points, to 12.4% for the quarter from 14.3% in the 2020 period. Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin decreased due to the decrease in net service revenues described above coupled with higher material costs, partially offset by a decrease in Selling, general, and administrative expenses due to cost containment actions.

Segment Results for the Nine Months Ended June 30, 2021 and 2020

Maintenance Services Segment Results


	Nine Months Ended June 30,						Percent Change
(In millions)	2021			2020			2021 vs. 2020
Net Service Revenues	$	1,478.4		$	1,288.7			14.7	%
Segment Adjusted EBITDA	$	212.5		$	171.7			23.8	%
Segment Adjusted EBITDA Margin		14.4	%		13.3	%		110 bps

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Maintenance Services Net Service Revenues

Maintenance Services net service revenues for the nine months ended June 30, 2021 increased by $189.7 million, or 14.7%, from the 2020 period. Revenues from snow removal services were $285.2 million, an increase of $122.1 million over the 2020 period, and revenues from landscape services were $1,193.2 million, an increase of $67.6 million over the 2020 period. The increase in snow removal services was primarily attributable to the increased frequency of snowfall events and the higher relative snowfall in the nine months ended June 30, 2021 compared to the prior year period. The increase in landscape services revenues was driven by a $53.2 million revenue contribution from acquired businesses and a $16.8 million increase in commercial landscape services underpinned by a combination of contract and ancillary services growth.

Maintenance Services Segment Adjusted EBITDA

Segment Adjusted EBITDA for the nine months ended June 30, 2021 increased $40.8 million, to $212.5 million, compared to $171.7 million in the 2020 period. Segment Adjusted EBITDA Margin increased 110 basis points, to 14.4%, in the nine months ended June 30, 2021, from 13.3% in the 2020 period. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were principally driven by the increase in net service revenues described above and a decrease in Selling, general, and administrative expenses due to cost containment actions.

Development Services Segment Results


	Nine Months Ended June 30,						Percent Change
(In millions)	2021			2020			2021 vs. 2020
Net Service Revenues	$	404.7		$	451.9			(10.4	)%
Segment Adjusted EBITDA	$	46.6		$	55.1			(15.4	)%
Segment Adjusted EBITDA Margin		11.5	%		12.2	%		(70) bps

Development Services Net Service Revenues

Development Services net service revenues for the nine months ended June 30, 2021 decreased $47.2 million, or 10.4%, compared to the 2020 period. The decrease in Development Services revenues was principally driven by a $58.2 million reduction due to reduced backlog as a result of the COVID-19 pandemic, partially offset by a $29.6 million revenue contribution from acquired businesses. In addition, the sale of BrightView Tree Company in September 2020 reduced net service revenues by $18.6 million for the nine months ended June 30, 2021.

Development Services Segment Adjusted EBITDA

Segment Adjusted EBITDA for the nine months ended June 30, 2021 decreased $8.5 million, to $46.6 million, compared to the 2020 period. Segment Adjusted EBITDA Margin decreased 70 basis points to 11.5% in the nine months ended June 30, 2021, from 12.2% in the 2020 period. Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin decreased due to the decrease in net service revenues described above, partially offset by a decrease in Selling, general, and administrative expenses due to cost containment actions.

Liquidity and Capital Resources

Liquidity

Our principal sources of liquidity are existing cash and cash equivalents, cash generated from operations and borrowings under the Credit Agreement and the Receivables Financing Agreement. Our principal uses of cash are to provide working capital, meet debt service requirements, fund capital expenditures and finance strategic plans, including acquisitions. We may also seek to finance capital expenditures under finance leases or other debt arrangements that provide liquidity or favorable borrowing terms. We continue to consider acquisition opportunities, but the size and timing of any future acquisitions and the related potential capital requirements cannot be predicted. While we have in the past financed certain acquisitions with internally generated cash, in the event that suitable businesses are available for acquisition upon acceptable terms, we may obtain all or a portion of the necessary financing through the incurrence of additional long-term borrowings.

Based on our current level of operations and available cash, we believe our cash flow from operations, together with availability under the Revolving Credit Facility and the Receivables Financing Agreement, will provide sufficient liquidity to fund our current

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obligations, projected working capital requirements, debt service requirements and capital spending requirements for the next twelve months.

A substantial portion of our liquidity needs arise from debt service requirements, and from the ongoing cost of operations, working capital and capital expenditures.


(In millions)	June 30, 2021		September 30, 2020
Cash and cash equivalents	$	125.0	$	157.1
Short-term borrowings and current maturities of long-term debt		10.4		12.3
Long-term debt		1,121.8		1,127.5
Total debt, net	$	1,132.2	$	1,139.8

The Company is party to a credit agreement dated December 18, 2013 (as amended, the “Credit Agreement”), a five-year revolving credit facility that matures on August 15, 2023 (the “Revolving Credit Facility”) and, through a wholly-owned subsidiary, a receivables financing agreement dated April 28, 2017 (as amended, the “Receivables Financing Agreement”).

We can increase the borrowing availability under the Credit Agreement or increase the term loans outstanding under the Credit Agreement by up to $303.0 million, in the aggregate, in the form of additional commitments under the Revolving Credit Facility and/or incremental term loans under the Credit Agreement, or in the form of other indebtedness in lieu thereof, plus an additional amount so long as we do not exceed a specified senior secured leverage ratio and, in the case of second lien indebtedness, a specified senior secured leverage ratio. We can incur such additional secured or other unsecured indebtedness under the Credit Agreement if certain specified conditions are met. Our liquidity requirements are significant primarily due to debt service requirements. See Note 7 “Long-term Debt” to our unaudited consolidated financial statements included under Part I, Item 1, “Financial Statements”.

In the event that LIBOR is phased out as is currently expected, the Credit Agreement and the Receivables Financing Agreement each provide that the Company and the applicable administrative agent may amend such Credit Agreement or Receivables Financing Agreement, as applicable, to replace the LIBOR definition with a successor rate based on prevailing market convention, subject to notifying the lending syndicate of such change and not receiving within 5 business days of such notification written objections to such replacement rate from (i) with respect to the Receivables Financing Agreement, lenders holding at least a majority of the aggregate principal amount of commitments then outstanding thereunder or (ii) with respect to any class of loans under the Credit Agreement, lenders holding at least a majority of the aggregate principal amount of loans and commitments then outstanding in such class. The consequences of these developments cannot be entirely predicted, but could include an increase in the interest cost of our variable rate indebtedness.

Our business may not generate sufficient cash flows from operations or future borrowings may not be available to us under our Revolving Credit Facility or the Receivables Financing Agreement in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. Our ability to do so depends on, among other factors, prevailing economic conditions, many of which are beyond our control, including the ongoing impact of the COVID-19 pandemic. In addition, upon the occurrence of certain events, such as a change in control, we could be required to repay or refinance our indebtedness. We may not be able to refinance any of our indebtedness, including the Series B Term Loan under the Credit Agreement, on commercially reasonable terms or at all. Any future acquisitions, joint ventures, or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms or at all.

Cash Flows

Information about our cash flows, by category, is presented in our statements of cash flows and is summarized below:


	Nine Months Ended June 30,
(In millions)	2021			2020
Operating activities	$	133.4		$	161.9
Investing activities	$	(143.0	)	$	(127.6	)
Financing activities	$	(22.5	)	$	16.5
Free Cash Flow (1)	$	96.2		$	119.8

(1)

See the “Non-GAAP Financial Measures” section included in this Quarterly Report for a reconciliation to the most directly comparable GAAP measure.

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Cash Flows provided by Operating Activities

Net cash provided by operating activities for the nine months ended June 30, 2021 decreased $28.5 million, to $133.4 million, from $161.9 million in the 2020 period. This decrease was due to a reduction in the cash provided by accounts receivable, unbilled and deferred revenue, and accounts payable and other operating liabilities, partially offset by an increase in cash provided by other operating assets.

Cash Flows used in Investing Activities

Net cash used in investing activities increased $15.4 million to $143.0 million for the nine months ended June 30, 2021 from $127.6 million in the 2020 period. The increase was driven by cash used for acquisitions of $106.2 million for the nine months ended June 30, 2021 compared to $86.5 million in the 2020 period, an increase of $19.7 million. Offsetting this was an increase of $3.7 million in proceeds from sale of property and equipment and a decrease of $1.2 million in cash used for capital expenditures.

Cash Flows (used) provided in Financing Activities

Net cash flows used in financing activities of $22.5 million for the nine months ended June 30, 2021 included proceeds from our Receivables Financing Agreement of $24.0 million, offset by debt repayments of $32.4 million and repayments of finance lease obligations of $12.3 million.

Net cash flows provided by financing activities of $16.5 million for the nine months ended June 30, 2020 included proceeds from our Receivables Financing Agreement of $80.0 million and proceeds from our Revolving Credit Facility of $70.0 million drawn principally in response to the COVID-19 pandemic of which $50.0 million and $70.0 million, respectively, were repaid during the period. Additionally term loan repayments of $7.8 million and finance lease obligations repayments of $6.3 million were made during the period.

Free Cash Flow

Free Cash Flow decreased $23.6 million to $96.2 million for the nine months ended June 30, 2021 from $119.8 million in the 2020 period. The decrease in Free Cash Flow was due to a decrease in cash provided by operating activities, as described above.

Working Capital


(In millions)	June 30, 2021		September 30, 2020
Net Working Capital:
Current assets	$	644.4	$	633.1
Less: Current liabilities		501.9		450.1
Net working capital	$	142.5	$	183.0

Net working capital is defined as current assets less current liabilities. Net working capital decreased $40.5 million to $142.5 million at June 30, 2021, from $183.0 million at September 30, 2020, primarily driven by a decrease in cash and cash equivalents of $32.1 million, an increase in accounts payable of $28.4 million, and an increase in accrued expenses and other current liabilities of $22.3 million. This was partially offset by an increase in accounts receivable, net of $46.3 million.

Description of Indebtedness

As of June 30, 2021, we were in compliance with all of our debt covenants and no event of default has occurred or was ongoing. See Note 7 “Long-term Debt” to our unaudited consolidated financial statements included under Part I, Item 1, “Financial Statements”.

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Contractual Obligations and Commercial Commitments

During the nine months ended June 30, 2021, there were no material changes outside the ordinary course of business in our contractual obligations and commercial commitments from those reported as of September 30, 2020 in our Annual Report on Form 10-K.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are materially likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

Management has evaluated the accounting policies used in the preparation of the Company’s consolidated financial statements and related notes and believe those policies to be reasonable and appropriate. Certain of these accounting policies require the application of significant judgment by management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, trends in the industry, information provided by customers and information available from other outside sources, as appropriate. The most significant areas involving management judgments and estimates may be found in the Annual Report on Form 10-K, in the “Critical Accounting Policies and Estimates” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no material changes to our critical accounting policies as compared to the critical accounting policies described in the Annual Report on Form 10-K for the year ended September 30, 2020.

Recently Issued Accounting Policies

The information set forth in Note 2 “Recent Accounting Pronouncements” to our unaudited consolidated financial statements under Part I, Item 1, “Financial Statements” is incorporated herein by reference.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

For quantitative and qualitative disclosures about market risk, see “Item 7A. Quantitative and Qualitative Disclosure of Market Risk” in the Annual Report on Form 10-K for the fiscal year ended September 30, 2020.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In accordance with Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision of our CEO and our CFO, the effectiveness of disclosure controls and procedures as of June 30, 2021. Based on this evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective as of June 30, 2021 at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The information set forth in Note 11 “Commitments and Contingencies” to our Condensed Consolidated Financial Statements under Part I, Item 1, “Financial Statements,” is incorporated herein by reference.

Item 1A. Risk Factors.

There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, as filed with the SEC on November 18, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The following is a list of all exhibits filed or furnished as part of this report:


Exhibit No.			Description
3.1			Third Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 2, 2018)

3.2			Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 2, 2018)

31.1*			Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

31.2*			Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.1*			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2*			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

101.INS			Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH			Inline XBRL Taxonomy Extension Schema Document

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document

104			The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, has been formatted in Inline XBRL.

* Filed or furnished herewith.

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SIGNATURES

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


	BrightView Holdings, Inc.

Date: August 5, 2021	By:	/s/ Louay H. Khatib

		Louay H. Khatib
		Chief Accounting Officer
		(Principal Accounting Officer)