Form 10-Q - Quarterly report [Sections 13 or 15(d)]

BV BrightView Holdings Inc

BV BrightView Holdings Inc

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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 December 31, 2024


☐	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 January 31, 2025 was 95,500,000.

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		Page
PART I.	FINANCIAL INFORMATION	6
Item 1.	Financial Statements (Unaudited)	6
	Consolidated Balance Sheets	6
	Consolidated Statements of Operations	7
	Consolidated Statements of Comprehensive (Loss)	8
	Consolidated Statements of Stockholders’ Equity and Mezzanine Equity	9
	Consolidated Statements of Cash Flows	10
	Notes to Unaudited Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II.	OTHER INFORMATION	39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
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 outlook, business trends, expectations regarding our industry, strategy, future events, future operations, future liquidity and financial position, future revenues, projected costs, prospects, plans and objectives of management 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:

•

competitive industry pressures;

•

our ability to preserve long-term customer relationships;

•

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

•

inconsistent practices and the operating results of individual branches;

•

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

•

impacts of future acquisitions or other strategic transactions;

•

the possibility that costs or difficulties related to the integration of acquired businesses’ operations will be greater than expected and the possibility that integration efforts will disrupt our business and strain management time and resources;

•

the potential impacts on revenues and our financial condition caused by any disposition of assets or discontinuation of lines of business;

•

the seasonal nature of our landscape maintenance services;

•

our dependence on weather conditions and the impact of severe weather and climate change on our business;

•

disruptions in our supply chain and 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 the new commercial construction sector, as well as spending on repair and upgrade activities;

•

the level, timing and location of snowfall;

•

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

•

our ability to attract, retain and maintain positive relations with workers;

•

any failure to properly verify employment eligibility of our employees;

•

the liability exposure from our use of subcontractors to perform work under certain customer contracts;

•

our recognition of future impairment charges;

•

laws and governmental regulations, including those relating to employees, wage and hour, immigration, human health, safety, transportation and the associated financial impact of such regulations;

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•

environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, herbicides and fertilizers, or liabilities thereunder, as well as the related risk of potential litigation;

•

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

•

tax increases and changes in tax rules;

•

any increase in on-job accidents involving employees;

•

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

•

compliance with data privacy regulations;

•

our ability to adequately protect our intellectual property;

•

any adverse consequences of our substantial indebtedness;

•

increases in interest rates governing our variable rate indebtedness increasing the cost of servicing our substantial indebtedness;

•

risks related to counterparty credit worthiness or non-performance of the derivative financial instruments we utilize;

•

restrictions within our debt agreements that limit our flexibility in operating;

•

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

•

the incurrence of substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities;

•

any failure to extend credit under our facility or reduce the borrowing base under our Revolving Credit Facility;

•

any future sales, or the perception of future sales, by us or our affiliates, which could cause the market price for our common stock to decline;

•

the ability of KKR and One Rock to exert significant influence over us;

•

anti-takeover provisions in our organizational documents that could delay or prevent a change in control;

•

the authorization of our Board of Directors to issue and designate shares of our preferred stock in additional series without stockholder approval;

•

the fact that the holders of our Series A Preferred Stock may have different interests from and vote their shares in a manner deemed adverse to, holders of our common stock;

•

the dividend, liquidation, and redemption rights of the holders of our Series A Preferred Stock;

•

our certificate of incorporation restricting all stockholder litigation matters to the Court of Chancery of the State of Delaware and the federal district courts of the United States of America;

•

general business, economic, and financial market conditions;

•

increases in raw material costs, fuel prices, wages and other operating costs, and changes in our ability to source adequate supplies and materials in a timely manner;

•

occurrence of natural disasters, terrorist attacks, global health emergencies and other external events;

•

heightened inflation, geopolitical conflicts, recession, financial market disruptions and other economic conditions;

•

environmental, social and governance matters and/or our reporting of such matters;

•

significant changes in our stock price and its ability for resale;

•

securities analysts’ reports about our business or their downgrade of our stock or sector;

•

maintaining effective internal controls; and

•

costs and requirements imposed as a result of maintaining compliance with the requirements 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

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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)


	December 31, 2024			September 30, 2024
Assets
Current assets:
Cash and cash equivalents	$	98.3		$	140.4
Accounts receivable, net		390.0			415.2
Unbilled revenue		97.0			137.8
Other current assets		100.7			86.7
Total current assets		686.0			780.1
Property and equipment, net		400.3			391.9
Intangible assets, net		87.7			95.8
Goodwill		2,015.6			2,015.7
Operating lease assets		78.1			81.3
Other assets		39.9			27.0
Total assets	$	3,307.6		$	3,391.8
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	122.5		$	144.1
Deferred revenue		111.8			83.8
Current portion of self-insurance reserves		51.9			52.8
Accrued expenses and other current liabilities		168.5			237.7
Current portion of operating lease liabilities		24.6			24.9
Total current liabilities		479.3			543.3
Long-term debt, net		796.5			802.5
Deferred tax liabilities		43.4			43.9
Self-insurance reserves		120.6			112.8
Long-term operating lease liabilities		59.6			62.6
Other liabilities		35.6			44.3
Total liabilities		1,535.0			1,609.4
Mezzanine equity:
Series A convertible preferred shares, $0.01 par value, 7% cumulative dividends; 500,000 shares issued and outstanding as of December 31, 2024 and September 30, 2024, aggregate liquidation preference of $512.0 as of December 31, 2024 and September 30, 2024		507.1			507.1
Stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding as of December 31, 2024 and September 30, 2024		—			—
Common stock, $0.01 par value; 500,000,000 shares authorized; 109,200,000 and 108,200,000 shares issued and 95,500,000 and 94,800,000 shares outstanding as of December 31, 2024 and September 30, 2024, respectively		1.1			1.1
Treasury stock, at cost; 13,700,000 and 13,400,000 shares as of December 31, 2024 and September 30, 2024, respectively		(178.6	)		(173.5	)
Additional paid-in capital		1,515.6			1,518.1
Accumulated deficit		(79.3	)		(68.9	)
Accumulated other comprehensive income (loss)		6.7			(1.5	)
Total stockholders’ equity		1,265.5			1,275.3
Total liabilities, mezzanine equity and stockholders’ equity	$	3,307.6		$	3,391.8

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 December 31,
	2024			2023
Net service revenues	$	599.2		$	626.7
Cost of services provided		472.4			492.9
Gross profit		126.8			133.8
Selling, general and administrative expense		119.3			129.9
Amortization expense		8.1			10.1
(Loss) from operations		(0.6	)		(6.2	)
Other (income)		(0.2	)		(1.2	)
Interest expense, net		14.2			17.1
(Loss) before income taxes		(14.6	)		(22.1	)
Income tax (benefit)		(4.2	)		(5.7	)
Net (loss)	$	(10.4	)	$	(16.4	)
Less: dividends on Series A convertible preferred shares		9.0			8.9
Net (loss) attributable to common stockholders	$	(19.4	)	$	(25.3	)
(Loss) per share:
Basic and diluted (loss) per share	$	(0.20	)	$	(0.27	)

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

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BrightView Holdings, Inc.

Consolidated Statements of Comprehensive (Loss)

(Unaudited)

(In millions)


	Three Months Ended December 31,
	2024			2023
Net (loss)	$	(10.4	)	$	(16.4	)
Net derivative gains (losses) and other costs arising during the period, net of tax (benefit) expense of $3.5 and $(3.8), respectively (1)		9.4			(10.6	)
Reclassification of (gains) into net (loss), net of tax (expense) of $(0.4) and $(0.6), respectively		(1.2	)		(2.3	)
Other comprehensive income (loss)		8.2			(12.9	)
Comprehensive (loss)	$	(2.2	)	$	(29.3	)

(1)

Other costs include the effects of foreign currency translation adjustments which were immaterial during the periods presented.

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 and Mezzanine Equity

Three Months ended December 31, 2024 and 2023

(Unaudited)

(In millions)


	Stockholders’ Equity																			Mezzanine Equity
	Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Treasury			Total Stockholders’			Preferred
	Shares		Amount		Capital			Deficit			Income (Loss)			Stock			Equity			Shares		Amount
Balance, September 30, 2024		108.2	$	1.1	$	1,518.1		$	(68.9	)	$	(1.5	)	$	(173.5	)	$	1,275.3			0.5	$	507.1
Net (loss)		—		—		—			(10.4	)		—			—			(10.4	)		—		—
Other comprehensive income, net of tax		—		—		—			—			8.2			—			8.2			—		—
Capital contributions and issuance of common stock		1.0		—		2.0			—			—			—			2.0			—		—
Equity-based compensation		—		—		4.5			—			—			—			4.5			—		—
Repurchase of common stock and distributions		—		—		—			—			—			(5.1	)		(5.1	)		—		—
Series A Preferred Stock dividends		—		—		(9.0	)		—			—			—			(9.0	)		—		—
Balance, December 31, 2024		109.2	$	1.1	$	1,515.6		$	(79.3	)	$	6.7		$	(178.6	)	$	1,265.5			0.5	$	507.1

	Stockholders’ Equity																			Mezzanine Equity
	Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Treasury			Total Stockholders’			Preferred
	Shares		Amount		Capital			Deficit			Income (Loss)			Stock			Equity			Shares		Amount
Balance, September 30, 2023		106.6	$	1.1	$	1,530.8		$	(135.3	)	$	17.1		$	(170.4	)	$	1,243.3			0.5	$	498.2
Net (loss)		—		—		—			(16.4	)		—			—			(16.4	)		—		—
Other comprehensive (loss), net of tax		—		—		—			—			(12.9	)		—			(12.9	)		—		—
Capital contributions and issuance of common stock		1.2		—		0.4			—			—			—			0.4			—		—
Equity-based compensation		—		—		5.1			—			—			—			5.1			—		—
Repurchase of common stock and distributions		—		—		—			—			—			(2.5	)		(2.5	)		—		—
Series A Preferred Stock dividends		—		—		(8.9	)		—			—			—			(8.9	)		—		8.9
Balance, December 31, 2023		107.8	$	1.1	$	1,527.4		$	(151.7	)	$	4.2		$	(172.9	)	$	1,208.1			0.5	$	507.1

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)


	Three Months Ended December 31,
	2024			2023
Cash flows from operating activities:
Net (loss)	$	(10.4	)	$	(16.4	)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Depreciation		30.4			25.6
Amortization of intangible assets		8.1			10.1
Amortization of financing costs and original issue discount		0.5			0.7
Deferred taxes		(4.2	)		(6.7	)
Equity-based compensation		4.5			5.1
Realized gain on hedges		(1.6	)		(2.9	)
Other non-cash activities		1.4			1.9
Change in operating assets and liabilities:
Accounts receivable		20.7			21.0
Unbilled and deferred revenue		68.7			58.4
Other operating assets		(9.9	)		(9.9	)
Accounts payable and other operating liabilities		(47.7	)		(60.7	)
Net cash provided by operating activities		60.5			26.2
Cash flows from investing activities:
Purchase of property and equipment		(58.7	)		(10.1	)
Proceeds from sale of property and equipment		2.6			1.2
Other investing activities		0.8			0.3
Net cash (used) by investing activities		(55.3	)		(8.6	)
Cash flows from financing activities:
Repayments of finance lease obligations		(10.7	)		(7.5	)
Repayments of receivables financing agreement		(8.4	)		(9.5	)
Proceeds from receivables financing agreement, net of issuance costs		1.6			0.5
Debt issuance and prepayment costs		—			(0.4	)
Series A preferred stock dividend		(9.0	)		—
Proceeds from issuance of common stock, net of share issuance costs		1.5			0.2
Repurchase of common stock and distributions		(5.1	)		(2.5	)
Contingent business acquisition payments		(0.2	)		(1.0	)
Decrease in book overdrafts		(17.0	)		—
Other financing activities		—			0.1
Net cash (used) by financing activities		(47.3	)		(20.1	)
Net change in cash and cash equivalents		(42.1	)		(2.5	)
Cash and cash equivalents, beginning of period		140.4			67.0
Cash and cash equivalents, end of period	$	98.3		$	64.5
Supplemental Cash Flow Information:
Cash paid (received) for income taxes, net	$	0.1		$	(0.2	)
Cash paid for interest	$	15.3		$	18.0
Non-cash Series A Preferred Stock dividends	$	—		$	8.9
Accrual for property and equipment	$	26.3		$	—

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

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.

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, 2024, presented herein, has been derived from the Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2024, 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, 2024, filed with the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, management reviews its estimates, including those related to allowances for doubtful accounts, revenue recognition, self-insurance reserves, estimates related to the Company’s assessment of goodwill for impairment, useful lives for depreciation and amortization, realizability of deferred tax assets, and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from estimates.

2. Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides optional expedients and exceptions for the accounting for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In January 2021, the FASB issued ASU 2021-01 to clarify the scope of certain optional expedients for derivatives that are affected by the discounting transition. In December 2022, the FASB issued ASU 2022-06 to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. As of December 31, 2024, the Company was not party to any contracts, hedging relationships, or other transactions affected by reference rate reform.

Segment Reporting

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The amendment is effective for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after

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December 15, 2024. The Company is in the process of evaluating the impact of ASU No. 2023-07 on its consolidated financial statements.

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands public entities tax disclosures including improving disclosures surrounding the company's rate reconciliation, cash taxes paid, and disaggregation of income tax expense (or benefit) from continuing operations. The amendment is effective for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the impact of ASU No. 2023-09 on its consolidated financial statements.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement (Subtopic 220-40): Expense Disaggregation Disclosures. The ASU enhances disclosure of income statement expense categories to improve transparency and provide financial statement users with more detailed information about the nature, amount, and timing of expenses impacting financial performance. In January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of the update. The amendment is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is in the process of evaluating the impact of ASU No. 2024-03 on its consolidated financial statements.

3. Revenue

The Company’s revenue is generated from Maintenance Services and Development Services. The Company generally recognizes revenue from the sale of services as the services are performed, typically ratably over the term of the contract(s), which the Company believes to be the best measure of progress. The Company recognizes revenues as it transfers control of products and services to its customers. The Company recognizes revenue in an amount reflecting the total consideration it expects to receive from the customer. Revenue is recognized according to the following five step model: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. The Company determined that for contracts containing multiple performance obligations, stand-alone selling price is readily determinable for each performance obligation and therefore allocation of the transaction price to multiple performance obligations is not necessary. The transaction price will include estimates of variable consideration, such as returns and provisions for doubtful accounts and sales incentives, to the extent it is probable that a significant reversal of revenue recognized will not occur. In all cases, when a sale is recorded by the Company, no significant uncertainty exists surrounding the purchaser’s obligation to pay.

Maintenance Services

The Company’s Maintenance Services revenues are generated primarily through landscape maintenance services and snow removal services. Landscape maintenance services that are primarily viewed as non-discretionary, such as lawn care, mowing, gardening, mulching, leaf removal, irrigation and tree care, are provided under recurring annual contracts, which typically range from one to three years in duration and are generally cancellable by the customer with 30-90 days’ notice. Snow removal services are provided on either fixed fee based contracts or per occurrence contracts. Both landscape maintenance services and snow removal services can also include enhancement services that represent supplemental maintenance or improvement services generally provided under contracts of short duration related to specific services. Revenue for landscape maintenance and snow removal services under fixed fee models is recognized over time using an output based method. Additionally, a portion of the Company’s recurring fixed fee landscape maintenance and snow removal services are recorded under the series guidance. The right to invoice practical expedient is generally applied to revenue related to landscape maintenance and snow removal services performed in relation to per occurrence contracts as well as enhancement services. When use of the practical expedient is not appropriate for these contracts, revenue is recognized using a cost-to-cost input method. Fees for contracted landscape maintenance services are typically billed on an equal monthly basis. Fees for fixed fee snow removal services are typically billed on an equal monthly basis during snow season, while fees for time and material or other activity-based snow removal services are typically billed as the services are performed. Fees for enhancement services are typically billed as the services are performed.

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Development Services

Development Services revenues are generated primarily through landscape architecture and development services. These revenues are primarily recognized over time using the cost-to-cost input method, measured by the percentage of cost incurred to date to the estimated total cost for each contract, which we believe to be the best measure of progress. The full amount of anticipated losses on contracts is recorded as soon as such losses can be estimated. These losses are immaterial to current and historical operations. Changes in job performance, job conditions, and estimated profitability, including final contract settlements, may result in revisions to costs and revenue and are recognized in the period in which the revisions are determined.

Disaggregation of revenue

The following table presents the Company’s reportable segment revenues, disaggregated by revenue type. The Company disaggregates revenue from contracts with customers into major services lines. The Company has determined that disaggregating revenue into these categories depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in the business segment reporting information in Note 12 “Segments”, the Company’s reportable segments are Maintenance Services and Development Services.


	Three Months Ended December 31,
	2024			2023
Landscape Maintenance	$	376.9		$	402.6
Snow Removal		32.4			39.7
Maintenance Services		409.3			442.3
Development Services		191.8			185.4
Eliminations		(1.9	)		(1.0	)
Net service revenues	$	599.2		$	626.7

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 December 31, 2024, the estimated future revenues for remaining performance obligations that are part of a contract that has an original expected duration of greater than one year was approximately $521.2. The Company expects to recognize revenue on 61% of the remaining performance obligations over the next 12 months and an additional 39% over the 12 months thereafter.

Contract Assets and Liabilities

When a contract results in revenue being recognized in excess of the amount the Company has invoiced or has the right to invoice to the customer, a contract asset is recognized. Contract assets are transferred to Accounts receivable, net when the rights to the consideration become unconditional. Contract assets are presented as Unbilled revenue on the Consolidated Balance Sheets.

There were $51.3 of amounts billed and $10.5 of additions to our unbilled revenue balance during the three month period ended December 31, 2024.

Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services such that control has not passed to the customer. Contract liabilities are presented as Deferred revenue on the Consolidated Balance Sheets.

Changes in Deferred revenue for the three month period ended December 31, 2024 were as follows:


	Deferred Revenue
Balance, September 30, 2024	$	83.8
Recognition of revenue		(252.7	)
Deferral of revenue		280.7
Balance, December 31, 2024	$	111.8

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Practical Expedients and Exemptions

The Company offers certain interest-free contracts to customers where payments are received over a period not exceeding one year. Additionally, certain Maintenance Services and Development Services customers may pay in advance for services. The Company does not adjust the promised amount of consideration for the effects of these financing components. At contract inception, the period of time between the performance of services and the customer payment is one year or less.

As permitted under the practical expedient available under ASU No. 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed.

4. Accounts Receivable, net

Accounts receivable of $390.0 and $415.2, is net of an allowance for doubtful accounts of $14.0 and $10.0 and includes amounts of retention on incomplete projects to be completed within one year of $64.8 and $65.7 as of December 31, 2024 and September 30, 2024, respectively.

5. Property and Equipment, net

Property and equipment, net consists of the following:


	Useful Life	December 31, 2024		September 30, 2024
Land	—	$	42.9	$	42.9
Buildings and leasehold improvements	2-40 yrs.		46.8		46.7
Operating equipment	2-7 yrs.		399.1		388.3
Transportation vehicles	3-7 yrs.		408.3		403.1
Office equipment and software	3-10 yrs.		53.4		48.6
Construction in progress	—		2.1		4.9
Property and equipment			952.6		934.5
Less: Accumulated depreciation			552.3		542.6
Property and equipment, net		$	400.3	$	391.9

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 $30.4 and $25.6 for the three months ended December 31, 2024 and 2023, respectively.

6. Intangible Assets, Goodwill, Acquisitions, and Divestitures

Intangible Assets, net

Identifiable intangible assets consist of acquired customer contracts and relationships. Amortization expense related to intangible assets was $8.1 and $10.1 for the three months ended December 31, 2024 and 2023, respectively. These assets are amortized over their estimated useful lives of which the reasonableness is continually evaluated by the Company. There were no intangible assets acquired during the three months ended December 31, 2024 and 2023, respectively.

Intangible assets, net, as of December 31, 2024 and September 30, 2024 consisted of the following:


		December 31, 2024					September 30, 2024
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships	6-21 yrs.	$	715.9	$	(628.2	)	$	715.9	$	(620.1	)
Total intangible assets		$	715.9	$	(628.2	)	$	715.9	$	(620.1	)

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Goodwill

The following is a summary of the goodwill activity for the periods ended September 30, 2024 and December 31, 2024:


	Maintenance Services			Development Services		Total
Balance, September 30, 2023	$	1,803.4		$	218.0	$	2,021.4
Acquisitions (1)		0.1			—		0.1
Divestiture		(5.8	)		—		(5.8	)
Balance, September 30, 2024	$	1,797.7		$	218.0	$	2,015.7
Acquisitions (1)		(0.1	)		—		(0.1	)
Balance, December 31, 2024	$	1,797.6		$	218.0	$	2,015.6

(1)

The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period.

Divestiture

On January 12, 2024, the Company completed the sale of one of its fully owned subsidiaries, U.S. Lawns, for total cash consideration of $51.0. The gain on the transaction of $43.6 is included in Gain on divestiture in the Consolidated Statement of Operations for the year ended September 30, 2024. The Maintenance Services operating segment includes the operations of the divested entity, and its results of operations are included in the Consolidated Statement of Operations through January 12, 2024.

7. Long-term Debt

Long-term debt consists of the following:


	December 31, 2024			September 30, 2024
Series B term loan	$	733.0		$	732.8
Receivables financing agreement		69.4			76.2
Financing costs, net		(5.9	)		(6.5	)
Total debt, net	$	796.5		$	802.5
Less: Current portion of long-term debt		-			-
Long-term debt, net	$	796.5		$	802.5

First Lien credit facility term loans and Series B Term Loan due 2029

In connection with the KKR Acquisition, the Company and a group of financial institutions entered into a credit agreement (the “Credit Agreement”) dated December 18, 2013. The Credit Agreement consisted of seven-year $1,460.0 term loans (“First Lien Term Loans”) and a five-year $210.0 revolving credit facility. All amounts outstanding under the Credit Agreement were collateralized by substantially all of the assets of the Company. The Credit Agreement, as amended, provides for: (i) a $1,200.0 seven-year term loan (the “Series B Term Loan”) and (ii) a $300.0 five-year revolving credit facility (the “Revolving Credit Facility”). The Series B Term Loan matures on April 22, 2029. An original issue discount of $12.0 was incurred when the Series B Term Loan was issued and is being amortized using the effective interest method over the life of the debt, resulting in an effective yield of 3.42%. There were no debt repayments for the Series B Term Loan for the three months ended December 31, 2024 and 2023.

On August 28, 2023, the Company voluntarily repaid $450.0 of the amount outstanding under the Company’s Amendment Agreement.

On May 28, 2024, the Company entered into Amendment No. 8 to the Credit Agreement (the “Eighth Credit Agreement Amendment”). Under the Eighth Credit Agreement Amendment, the existing Series B Term Loans were amended to bear interest at a rate per annum based on a secured overnight funding rate (“Term SOFR”), plus a margin of 2.50% or a base rate (“ABR”) plus a margin of 1.50%, subject to SOFR and ABR floors of 0.50% and 1.50%, respectively.

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Revolving credit facility

The Company has a five-year $300.0 revolving credit facility (the “Revolving Credit Facility”) that matures on April 22, 2027. Under the Eighth Credit Agreement Amendment, the Revolving Credit Facility currently bears interest at a rate per annum equal to Term SOFR plus a margin ranging from 2.00% to 2.50% or ABR plus a margin ranging from 1.0% to 1.50%, subject to SOFR and ABR floors of 0.00% and 1.00%, respectively, with the margin on the Revolving Credit Facility determined based on the Company's first lien net leverage ratio. The Revolving Credit Facility replaced the previous $260.0 revolving credit facility under the Credit Agreement as in effect prior to the Amendment Agreement. There were no borrowings or repayments under the facility during the three months ended December 31, 2024 and 2023. The Company had no of letters of credit issued and outstanding as of December 31, 2024 and September 30, 2024.

Receivables financing agreement

On April 28, 2017, the Company, through a wholly-owned subsidiary, entered into a receivables financing agreement (the “Receivables Financing Agreement”).

On June 27, 2024, the Company, through a wholly-owned subsidiary, entered into the Fifth Amendment to the Receivables Financing Agreement (the “Fifth Amendment”). The Fifth Amendment (i) increased the borrowing capacity to $325.0, and (ii) extended the term through June 27, 2027.

All amounts outstanding under the Receivables Financing Agreement are collateralized by substantially all of the accounts receivable and unbilled revenue of the Company. During the three months ended December 31, 2024 the Company borrowed $1.6 against the capacity and voluntarily repaid $8.4. During the three months ended December 31, 2023 the Company borrowed $0.5 against the capacity and voluntarily repaid $9.5. The Company had $82.7 of letters of credit issued and outstanding as of each of December 31, 2024 and September 30, 2024.

The following are the scheduled maturities of long-term debt for the remainder of fiscal 2025 and the following four fiscal years and thereafter, which do not include any estimated excess cash flow payments:


2025	$	—
2026		—
2027		69.4
2028		—
2029		738.0
2030 and thereafter		—
Total long-term debt		807.4
Less: Current maturities		—
Less: Original issue discount		5.0
Less: Financing costs		5.9
Total long-term debt, net	$	796.5

The Company has estimated the fair value of its long-term debt to be approximately $812.1 and $812.4 as of December 31, 2024 and September 30, 2024, respectively. 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.

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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 December 31, 2024 and September 30, 2024, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and September 30, 2024:


	December 31, 2024
	Carrying Value			Level 1			Level 2			Level 3
Other assets:
Investments held by Rabbi Trust	$	8.9		$	8.9		$	—		$	—
Interest rate derivative contracts		8.7			—			8.7			—
Total assets	$	17.6		$	8.9		$	8.7		$	—
Accrued expenses and other current liabilities:
Fuel derivative contracts	$	(0.2	)	$	—		$	(0.2	)	$	—
Other liabilities:
Obligation to Rabbi Trust		(8.9	)		(8.9	)		—			—
Total liabilities	$	(9.1	)	$	(8.9	)	$	(0.2	)	$	—

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	September 30, 2024
	Carrying Value			Level 1			Level 2			Level 3
Other assets:
Investments held by Rabbi Trust	$	9.7		$	9.7		$	—		$	—
Total assets	$	9.7		$	9.7		$	—		$	—
Accrued expenses and other current liabilities:
Fuel derivative contracts	$	(0.5	)	$	—		$	(0.5	)	$	—
Other liabilities:
Interest rate derivative contracts		(2.5	)		—			(2.5	)		—
Obligation to Rabbi Trust		(9.7	)		(9.7	)		—			—
Total liabilities	$	(12.7	)	$	(9.7	)	$	(3.0	)	$	—

Hedging Activities

As of December 31, 2024 and September 30, 2024, the Company’s outstanding derivatives qualified as cash flow hedges. The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of the hedged forecasted transactions. Regression analysis is used for the hedge relationships and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. The entire change in the fair value for highly effective derivatives is reported in Other comprehensive income (loss) and subsequently reclassified into Interest expense, net (in the case of interest rate contracts) and Cost of services provided (in the case of fuel hedge contracts) in the Consolidated Statements of Operations when the hedged item affects earnings. If the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in Accumulated other comprehensive income (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 Contracts

The Company has exposures to variability in interest rates associated with its variable interest rate debt, which includes the Series B Term Loan. As such, the Company has entered into interest rate contracts to help manage interest rate exposure by economically converting a portion of its variable-rate debt to fixed-rate debt. Effective for the periods March 18, 2016 through December 31, 2022, the Company held interest rate swaps with a notional amount of $500.0. In January 2023, the Company entered into an interest rate swap agreement with a notional amount of $500.0 and an interest rate collar agreement with a notional amount of $500.0, each effective for the period January 31, 2023 through January 31, 2028.

On August 28, 2023, the Company terminated $400.0 of the notional amount of its outstanding interest rate collar agreement.

The notional amount of interest rate contracts was $600.0 at December 31, 2024 and September 30, 2024. As of December 31, 2024, net deferred gain on the interest rate contracts of $2.9, net of taxes, is expected to be recognized in Interest expense over the next 12 months.

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


	Three Months Ended December 31,
	2024		2023
Income (Loss) recognized in Other comprehensive income (loss)	$	13.1	$	(14.5	)
Net income reclassified from Accumulated other comprehensive income (loss) into Interest expense		2.0		2.9

Fuel Contracts

The Company has exposures to variability in fuel pricing associated with its purchase and usage of fuel during the ordinary course of business operating a large fleet of vehicles and equipment. As such, the Company has entered into gasoline hedge contracts to help reduce its exposure to volatility in the fuel markets. In March 2024, the Company entered into a fuel swap agreement with a notional volume of 4.0 million gallons covering the period March 4, 2024 through February 24, 2025. The net deferred loss on the fuel swap as of December 31, 2024 was immaterial and is expected to be recognized in Cost of services provided over the next 3 months.

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


	Three Months Ended December 31,
	2024			2023
(Loss) recognized in Other comprehensive income (loss)	$	—		$	—
Net loss reclassified from Accumulated other comprehensive income (loss) into Cost of services provided		(0.4	)		—

9. Income Taxes

The following table summarizes the Company’s income tax (benefit) and effective income tax rate for the three months ended December 31, 2024 and 2023.


	Three Months Ended December 31,
	2024			2023
(Loss) before income taxes	$	(14.6	)	$	(22.1	)
Income tax (benefit)		(4.2	)		(5.7	)
Effective income tax rate		28.8	%		25.8	%

The increase in the effective tax rate for the three months ended December 31, 2024, when compared to the three months ended December 31, 2023, is primarily attributable to equity-based compensation shifting to a windfall position, as a result of recent increases in the share price of the company's common stock.

10. Equity-Based Compensation

Amended and Restated 2018 Omnibus Incentive Plan

On June 28, 2018 (and as amended and restated on March 10, 2020 and March 5, 2024), in connection with the IPO, the Company’s Board of Directors adopted, and its stockholders approved, the BrightView Holdings, Inc. 2018 Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”). The total number of shares of common stock that may be issued under the 2018 Omnibus Incentive Plan is 24,650,000 Under the 2018 Omnibus Incentive Plan, the Company may grant stock options, stock appreciation rights, restricted stock, other equity-based awards and other cash-based awards to employees, directors, officers, consultants and advisors.

2023 Employment Inducement Incentive Award Plan

On September 11, 2023, the Company adopted the BrightView Holdings, Inc. 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”). Pursuant to the Inducement Plan, the Company may grant equity incentive compensation as a material inducement for certain individuals to commence employment with the Company. A total of 1,750,000 shares of common stock are reserved for grant under the Inducement Plan. Awards granted under the Inducement Plan may be in the form of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, dividend equivalent rights and other equity-based awards, or any combination of those awards.

Restricted Stock Awards

A summary of the Company’s restricted stock award activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		107,000	$	14.66
Less: Forfeited		2,000	$	14.66
Outstanding at December 31, 2024		105,000	$	14.66

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Restricted Stock Units

A summary of the Company’s restricted stock unit activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		3,713,000	$	8.50
Granted		607,000	$	17.30
Less: Vested		841,000	$	8.58
Less: Forfeited		50,000	$	8.68
Outstanding at December 31, 2024		3,429,000	$	10.04

During the three month period ended December 31, 2024, the Company issued 607,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $17.30 per share, all of which are subject to vesting. The majority of these units vest ratably over a four-year period commencing on the grant date. Non-cash equity-based compensation expense associated with the new grants will total approximately $8.6 over the requisite service period.

Stock Option Awards

A summary of the Company’s stock option activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Exercise Price per Share
Outstanding at September 30, 2024		3,036,000	$	19.37
Less: Exercised		71,000	$	14.16
Less: Forfeited		259,000	$	22.24
Outstanding at December 31, 2024		2,706,000	$	19.23
Vested and exercisable at December 31, 2024		2,321,000	$	18.99
Expected to vest after December 31, 2024		385,000	$	20.65

Performance Stock Unit Awards

A summary of the Company’s performance stock unit activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		1,114,000	$	7.40
Granted		281,000	$	17.33
Outstanding at December 31, 2024		1,395,000	$	9.40

* Awards above presented assuming 100% attainment

During the three month period ended December 31, 2024, the Company issued 281,000 performance stock units (“PSUs”) at a weighted average distribution price of $17.33 per share and a weighted average grant date fair value of $17.33 per share, which cliff vest at the end of the three-year performance period. The number of the PSUs that vest upon completion of the performance period can range from 0% to 200% of the original grant, subject to certain limitations, contingent upon performance conditions. The performance condition metrics are the Company’s three-year average Adjusted EBITDA margin and compound annual growth rate of the Company’s land organic revenue. The fair value of these awards is determined based on the trading price of the company’s common shares on the date of grant. Non-cash equity-based compensation expense associated with the grant will be approximately $4.1 over the requisite service period. During the three month period ended December 31, 2024, no PSUs vested and no PSUs were forfeited.

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Equity-Based Compensation Expense

The Company recognizes equity-based compensation expense using the estimated fair value as of the grant date over the requisite service or performance period applicable to the grant. Estimates of future forfeitures are made at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company recognized $4.5 and $5.1 in equity-based compensation expense for the three months ended December 31, 2024 and 2023, respectively, included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The resulting charges increased Additional paid in capital by the same amount for each applicable period. Total unrecognized compensation cost was $35.1 and $30.6 as of December 31, 2024 and September 30, 2024, respectively, which is expected to be recognized over a weighted average period of 1.3 and 1.2 years as of December 31, 2024 and September 30, 2024, respectively.

2018 Employee Stock Purchase Plan

The Company’s Stockholders have approved the Company’s 2018 Employee Stock Purchase Plan, (the “ESPP”). A total of 2,100,000 shares of the Company’s common stock were made available for sale under the Company’s 2018 Employee Stock Purchase Plan, of which 73,000 were issued on November 18, 2024, and 188,000 were issued on November 17, 2023. An additional portion thereof is expected to be issued in November 2025.

11. Commitments and Contingencies

Risk Management

The Company carries general liability, auto liability, workers’ compensation, and employee health care insurance policies. In addition, the Company carries other reasonable and customary insurance policies for a Company of our size and scope, as well as umbrella liability insurance policies to cover claims over the liability limits contained in the primary policies. The Company’s insurance programs, for workers’ compensation, general liability, auto liability and employee health care for certain employees contain self-insured retention amounts, deductibles and other coverage limits (“self-insured liability”). Claims that are not self-insured as well as claims in excess of the self-insured liability amounts are insured. The Company uses estimates in the determination of the required reserves. These estimates are based upon calculations performed by third-party actuaries, as well as examination of historical trends and industry claims experience. The Company’s reserve for unpaid and incurred but not reported claims under these programs at December 31, 2024 was $172.5, of which $51.9 was classified in current liabilities and $120.6 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, 2024 was $165.6, of which $52.8 was classified in current liabilities and $112.8 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 December 31, 2024 includes $18.2 related to claims recoverable from third-party insurance carriers. Corresponding assets of $5.1 and $13.1 are recorded at December 31, 2024, as Other current assets and Other assets, respectively. The Company’s reserve for unpaid and incurred but not reported claims at September 30, 2024 includes $13.4 related to claims recoverable from third-party insurance carriers. Corresponding assets of $4.0 and $9.4 were recorded at September 30, 2024, as Other current assets and Other assets, respectively.

Litigation Contingency

From time to time, the Company is subject to legal proceedings and claims in the ordinary course of its business, principally claims made alleging injuries (including vehicle and general liability matters as well as workers’ compensation and property casualty claims). Such claims, even if lacking merit, can result in expenditures of significant financial and managerial resources. In the ordinary course of its business, the Company is also subject to investigations or claims involving current and/or former employees and disputes involving commercial and regulatory matters. Regulatory matters include, among other things, audits and reviews of local and federal tax compliance, safety and employment practices, and environmental matters. Although the process of resolving regulatory matters and claims through litigation and other means is inherently uncertain, the Company is not aware of any such matter, legal proceeding or claim that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, and results of operations or cash flows. For all legal matters, an estimated liability is established in accordance with the loss contingencies accounting guidance. This estimated liability is included in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets.

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12. Segments

The operations of the Company are conducted through two operating segments: Maintenance Services and Development Services, which are also its reportable segments.

Maintenance Services primarily consists of recurring landscape maintenance services and snow removal services as well as supplemental landscape enhancement services.

Development Services primarily consists of landscape architecture and development services for new construction and large scale redesign projects.

The operating segments identified above are determined based on the services provided, and they reflect the manner in which operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. The CODM is the Company’s Chief Executive Officer. The CODM evaluates the performance of the Company’s operating segments based upon Net Service Revenues, Adjusted EBITDA and Capital Expenditures. Management uses Adjusted EBITDA to evaluate performance and profitability of each operating segment.

The accounting policies of the segments are the same as those described in Note 2 “Summary of Significant Accounting Policies” in the notes to our consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2024. As previously disclosed, effective October 1, 2024, certain expenses previously classified as "Corporate", including corporate executive compensation, finance, legal and information technology and other corporate costs, are allocated to the two reportable segments on a pro rata basis, based on segment revenue. Prior period segment results have been recast to be consistent with the current presentation. There were no changes to the Company's consolidated financial statements. Eliminations represent eliminations of intersegment revenues. The Company does not currently provide asset information by segment, as this information is not used by management when allocating resources or evaluating performance.

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


	Three Months Ended December 31,
	2024			2023
Maintenance Services	$	409.3		$	442.3
Development Services		191.8			185.4
Eliminations		(1.9	)		(1.0	)
Net Service Revenues	$	599.2		$	626.7
Maintenance Services	$	41.7		$	8.6
Development Services		17.0			1.5
Capital Expenditures	$	58.7		$	10.1
Maintenance Services	$	34.6		$	31.4
Development Services		17.5			15.3
Segment Adjusted EBITDA(1)	$	52.1		$	46.7

(1)

Presented below is a reconciliation of (Loss) before income taxes to Segment Adjusted EBITDA:


	Three Months Ended December 31,
	2024			2023
Segment Adjusted EBITDA	$	52.1		$	46.7
Interest expense, net		14.2			17.1
Depreciation expense		30.4			25.6
Amortization expense		8.1			10.1
Business transformation and integration costs (a)		9.2			10.7
Equity-based compensation (b)		4.8			5.3
(Loss) before income taxes	$	(14.6	)	$	(22.1	)

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(a)

Business transformation and integration costs consist of severance and related costs, information technology, infrastructure, transformation, and other costs. These costs represent expenses related to distinct initiatives, typically significant enterprise-wide changes, including actions taken as part of the Company's One BrightView initiative. Such expenses are excluded from Segment Adjusted EBITDA 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.

(b)

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

13. Mezzanine Equity

Series A Convertible Preferred Stock

On August 28, 2023 (the “Original Issuance Date”), BrightView Holdings, Inc. entered into an Investment Agreement with each of Birch Equity Holdings, LP, a Delaware limited partnership, and Birch-OR Equity Holdings, LLC, a Delaware limited liability company (collectively, the “Investors”), pursuant to which the Company issued and sold, in a private placement, an aggregate of 500,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $500.0 (the “Issuance”), excluding issuance costs.

On December 17, 2024 the company declared a cash dividend of $9.0 in aggregate on the Series A Preferred Stock, which was paid to the Investors on January 2, 2025. The accrued dividend is presented within Accrued expense and other current liabilities on the Consolidated Balance Sheet as of December 31, 2024.

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14. (Loss) Per Share of Common Stock

The Company calculates basic and diluted (loss) earnings per common share using the two-class method. The two-class method is an allocation formula that determines net (loss) income per common share for each share of common stock and Series A Convertible Preferred Stock, a participating security, according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and Series A Convertible Preferred Stock based on their respective rights to receive dividends. The holders of the Series A Convertible Preferred Stock do not participate in losses. The holders of Series A Convertible Preferred Stock participate in cash dividends that the Company pays on its common stock in an as-converted basis. Diluted net (loss) income per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not antidilutive. Potential common shares consist of unvested and unexercised stock compensation awards and the Series A Convertible Preferred Stock, using the more dilutive of either the two-class method or if-converted stock method.

Set forth below is a reconciliation of the numerator and denominator for basic and diluted (loss) earnings per share calculation for the periods indicated:


	Three Months Ended December 31,
	2024			2023
Basic (Loss) per common share
Numerator:
Net (loss)	$	(10.4	)	$	(16.4	)
Less: dividends on Series A convertible preferred shares		(9.0	)		(8.9	)
Less: Earnings allocated to Convertible Preferred Shares		—			—
Net (loss) available to common shareholders	$	(19.4	)	$	(25.3	)

Denominator:
Weighted average number of common shares outstanding – basic		95,166,000			93,986,000

Basic (loss) per share	$	(0.20	)	$	(0.27	)

Diluted (loss) per common share
Numerator:
Net (loss) available to common shareholders – diluted	$	(19.4	)	$	(25.3	)

Denominator:
Weighted average number of common shares outstanding – basic		95,166,000			93,986,000
Dilutive effect of:
Stock compensation awards		—			—
Series A convertible preferred stock		—			—
Weighted average number of common shares outstanding – diluted		95,166,000			93,986,000

Diluted (loss) per share	$	(0.20	)	$	(0.27	)

Other Information:
Weighted average number of anti-dilutive Series A convertible preferred shares, options and restricted stock(a)		58,942,000			59,434,000

(a)

Weighted average number of anti-dilutive options is based upon the average closing price of the Company’s common stock on the NYSE for the period.

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15. Subsequent events

On January 29, 2025, the Company entered into Amendment No. 9 to the Credit Agreement (the "Ninth Credit Agreement Amendment"). The Ninth Credit Agreement Amendment, among other things, reduces the applicable margin for the existing Series B Term Loans from (i) 1.50% with respect to base rate loans and 2.50% with respect to Term SOFR loans to (ii) 1.00% with respect to base rate loans and 2.00% with respect to term SOFR loans, and subject to ABR and SOFR floors of 1.50% and 0.50% respectively.

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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, 2024 as contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 13, 2024, 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, 2024, as updated by subsequent filings with the Securities and Exchange Commission, 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 5 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 280 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 36 U.S. states.

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

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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 30-90 days’ notice. Snow removal services are provided on either fixed fee based contracts or per occurrence contracts. Both landscape maintenance services and snow removal services can also include enhancement services that represent supplemental maintenance or improvement services generally provided under contracts of short duration related to specific services. Revenue for landscape maintenance and snow removal services under fixed fee models is recognized over time using an output based method. Additionally, a portion of 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 to current and historical operations. Changes in job performance, job conditions and estimated profitability, including final contract settlements, may result in revisions to costs and revenue and are recognized in the period in which the revisions are determined.

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, customer relationships. The corresponding intangible assets were originally recognized in connection with the KKR and ValleyCrest acquisitions, as well as from subsequent acquisitions.

Other (Income)

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

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Interest Expense, Net

Interest expense, net consists primarily of interest expense related to our long-term debt as well as interest income related to our cash and cash equivalents. See Note 7 “Long-term Debt” in the unaudited consolidated financial statements included under Part I, Item 1, “Financial Statements”.

Income Tax (Benefit)

Income tax (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.

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 of our fiscal year ending September 30. 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 attract new customers. These acquisitions focused 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 move forward, we will selectively pursue accretive acquisitions that will focus on increasing market density to build upon our existing footprint in strategic markets, entering new attractive geographies (i.e. ‘greenfield’), and increasing service line density and entering adjacent service lines to provide a robust and consistent suite of services to our customers. Under this renewed 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 to drive accretive acquisitions, quickly and seamlessly integrate new businesses into ours and provide stable and potentially expanding career opportunities for employees of acquired businesses.

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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 and ongoing integration costs as we integrate acquired companies and seek to achieve synergies. Integration costs vary based on factors specific to each acquisition, such 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.

Goodwill

Goodwill represents the excess of the purchase price over the fair values of the underlying net assets acquired in an acquisition. Goodwill is not amortized, but rather is tested annually for impairment, or more frequently if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. We test goodwill for impairment annually in the fourth quarter of each year using data as of July 1 of that year.

Goodwill is allocated to, and evaluated for impairment at our two identified reporting units. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. We may elect not to perform the qualitative assessment for some or all reporting units and perform the quantitative impairment test. The quantitative goodwill impairment test requires us to compare the carrying value of the reporting unit’s net assets to the fair value of the reporting unit. The Company determined fair values of each of the reporting units using a combination of the income and market multiple approaches. The estimates used in each approach include significant management assumptions, including valuation multiples of selected guideline public companies, long-term future growth rates, operating margins, and discount rates.

If the fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, the excess of the carrying value over the fair value is recorded as an impairment loss, the amount of which would not exceed the total amount of goodwill allocated to the reporting unit.

Our methodology for estimating the fair value of our reporting units utilizes a combination of the market and income approaches. The market approach is based on the guideline public company method, which measures the value of the reporting unit through applying valuation multiples of selected guideline public companies to the reporting unit’s key operating metrics. The income approach is based on the Discounted Cash Flow (“DCF”) method, which is based on the present value of future cash flows. The principal assumptions utilized in the DCF methodology include long-term future growth rates, operating margins, and discount rates. There can be no assurance that our estimates and assumptions regarding forecasted cash flow, long-term future growth rates and operating margins made for purposes of the annual goodwill impairment test will prove to be accurate predictions of the future. We believe the current assumptions and estimates utilized under each approach are both reasonable and appropriate.

Based on our most recent annual analysis as of July 1, 2024, the fair values for all identified reporting units exceeded the carrying values, and therefore no indicators of impairment existed for the reporting units; however, the fair value of the Maintenance reporting unit exceeded the carrying value by 9.6%. Since the Maintenance reporting unit fair value did not substantially exceed the carrying value, we may be at risk for an impairment loss in the future if interest rates and market conditions continue to trend unfavorably or if our forecasts assumed in the fair value calculation are not realized. As of December 31, 2024, there was $1,797.5 million of goodwill recorded related to the Maintenance reporting unit.

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 rising inflation and fuel prices, as well as rising interest rates, have impacted and may further impact our costs and expenses, and fluctuations in labor markets, may impact our ability to identify, hire and retain employees.

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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 December 31,
(in millions)	2024			2023
Net service revenues	$	599.2		$	626.7
Cost of services provided		472.4			492.9
Gross profit		126.8			133.8
Selling, general and administrative expense		119.3			129.9
Gain on divestiture		-			—
Amortization expense		8.1			10.1
(Loss) from operations		(0.6	)		(6.2	)
Other (income)		(0.2	)		(1.2	)
Interest expense, net		14.2			17.1
(Loss) before income taxes		(14.6	)		(22.1	)
Income tax (benefit)		(4.2	)		(5.7	)
Net (loss)	$	(10.4	)	$	(16.4	)
(Loss) per Share	$	(0.20	)	$	(0.27	)
Adjusted EBITDA(1)	$	52.1		$	46.7
Adjusted Net Income(1)	$	5.6		$	3.0
Cash flows from operating activities	$	60.5		$	26.2
Adjusted Free Cash Flow(1)	$	4.4		$	17.3

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

Three Months Ended December 31, 2024 compared to Three Months Ended December 31, 2023

Net Service Revenues

Net service revenues for the three months ended December 31, 2024 decreased $27.5 million, or 4.4%, to $599.2 million, from $626.7 million in the 2023 period. The decrease was driven by a decrease in Maintenance Services revenues of $33.0 million, partially offset by an increase in Development Services revenues of $6.4 million as discussed further below in Segment Results.

Gross Profit

Gross profit for the three months ended December 31, 2024 decreased $7.0 million, or 5.2%, to $126.8 million, from $133.8 million in the 2023 period. Gross margin decreased 10 basis points, to 21.2%, in the three months ended December 31, 2024, from 21.3% in the comparable 2023 period. The decreases in gross profit was primarily driven by the decrease in Net Services revenues described above.

Selling, General and Administrative Expense

Selling, general and administrative expense for the three months ended December 31, 2024 decreased $10.6 million, or 8.2%, to $119.3 million, from $129.9 million in the 2023 period. As a percentage of revenue, Selling, general and administrative expense decreased 80 basis points for the three months ended December 31, 2024 to 19.9%, from 20.7% in the 2023 period. The decrease was driven primarily by decreases in compensation-related costs as a result of the Company's cost management initiatives.

Amortization Expense

Amortization expense for the three months ended December 31, 2024 decreased $2.0 million, or 19.8%, to $8.1 million, from $10.1 million in the 2023 period. The decrease was principally due the decrease in the amortization of intangible assets, based on the pattern consistent with expected future cash flows calculated at the time the assets were acquired.

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Other Income

Other income was $0.2 million for the three months ended December 31, 2024 compared to $1.2 million in the 2023 period. The decrease of $1.0 million was driven principally by the change in value of investments held in the Rabbi Trust.

Interest Expense, Net

Interest expense, net for the three months ended December 31, 2024 decreased $2.9 million, or 17.0%, to $14.2 million, from $17.1 million in the 2023 period. The decrease was driven by lower interest expense as a result of the decrease in interest rates as a result of the repricing of our Series B Term Loans in fiscal 2024 and the decrease in the Company's long-term debt balance with an increase in interest income associated with the increase in cash and cash equivalents balance.

Income Tax (Benefit)

For the three months ended December 31, 2024, Income tax benefit was $4.2 million compared to $5.7 million in the 2023 period. The decrease was primarily attributable to the decrease in net loss relative to the prior year.

Net loss

For the three months ended December 31, 2024, Net loss was $10.4 million compared to $16.4 million in the 2023 period due to the changes noted above. Net loss as a percentage of revenue was 1.7% for the three months ended December 31, 2024, compared to 2.6% for the three months ended December 31, 2023.

Adjusted EBITDA

Adjusted EBITDA increased $5.4 million for the three months ended December 31, 2024, to $52.1 million, from $46.7 million in the 2023 period. Adjusted EBITDA as a percentage of revenue was 8.7% and 7.5% for the three months ended December 31, 2024 and 2023, respectively. The increase in Adjusted EBITDA was primarily driven by an increase of $3.2 million, or 10.2%, in Maintenance Services Segment Adjusted EBITDA, combined with an increase of $2.2 million, or 14.4%, in Development Services Segment Adjusted EBITDA, as discussed further below in Segment Results.

Adjusted Net Income

Adjusted Net Income for the three months ended December 31, 2024 increased $2.6 million to $5.6 million, from $3.0 million in the 2023 period due to the changes noted above.

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 Adjusted 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 (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. Adjusted Net Income is defined as net (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 (i) weighted average number of common shares outstanding used in the calculation of basic earnings per share plus (ii) shares of common stock related to the Series A Preferred Stock on an as-converted basis, assumed to be converted for the entire period. We believe that the adjustments applied in presenting Adjusted EBITDA, Adjusted Net (Loss) 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 Adjusted Free Cash Flow is a helpful supplemental measure to assist us and investors in evaluating our liquidity. Adjusted Free Cash Flow represents cash flows from operating activities less capital expenditures, net of proceeds from the sale of property and equipment. We believe Adjusted Free Cash Flow is useful to provide additional information to assess our ability to pursue business opportunities and investments and to service our debt. Adjusted Free Cash Flow has limitations as an analytical tool, including

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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.

Adjusted EBITDA, Adjusted Net Income, Adjusted EPS and Adjusted Free Cash Flow are not recognized terms under GAAP and should not be considered as an alternative to net (loss) as a measure of financial performance or cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to the same or other similarly titled measures of other companies and can differ significantly from company to company.

Set forth below are the reconciliations of net (loss) to Adjusted EBITDA and Adjusted Net Income, and cash flows from operating activities to Adjusted Free Cash Flow. Adjusted EPS is defined as Adjusted Net Income (shown below) divided by the Adjusted Weighted Average Number of Common Shares Outstanding for the period used in the calculation of basic EPS which is presented in Note 14 “(Loss) Per Share of Common Stock” in the Notes to our unaudited consolidated financial statements.


	Three Months Ended December 31,
(in millions)	2024			2023
Adjusted EBITDA
Net (loss)	$	(10.4	)	$	(16.4	)
Income tax (benefit)		(4.2	)		(5.7	)
Interest expense, net		14.2			17.1
Depreciation expense		30.4			25.6
Amortization expense		8.1			10.1
Business transformation and integration costs (a)		9.2			10.7
Equity-based compensation (b)		4.8			5.3
Adjusted EBITDA	$	52.1		$	46.7
Adjusted Net Income
Net (loss)	$	(10.4	)	$	(16.4	)
Amortization expense		8.1			10.1
Business transformation and integration costs (a)		9.2			10.7
Equity-based compensation (b)		4.8			5.3
Income tax adjustment (c)		(6.1	)		(6.7	)
Adjusted Net Income	$	5.6		$	3.0
Adjusted Free Cash Flow
Cash flows provided by operating activities	$	60.5		$	26.2
Minus:
Capital expenditures		58.7			10.1
Plus:
Proceeds from sale of property and equipment		2.6			1.2
Adjusted Free Cash Flow	$	4.4		$	17.3

(a)

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


	Three Months Ended December 31,
(in millions)	2024			2023
Severance and related costs	$	(0.8	)	$	2.5
Business integration (d)		(0.3	)		0.6
IT, infrastructure, transformation, and other (e)		10.3			7.6
Business transformation and integration costs	$	9.2		$	10.7

(b)

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

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(c)

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 (benefit). 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 tax impact of the gain on divestiture of U.S. Lawns, changes in laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances.


	Three Months Ended December 31,
(in millions)	2024		2023
Tax impact of pre-tax income adjustments		5.9	$	7.4
Discrete tax items		0.2		(0.7	)
Income tax adjustment	$	6.1	$	6.7

(d)

Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, fleet and uniform rebranding costs, and adjustments to performance based contingent consideration. The Company excludes Business integration costs from the measures disclosed above since such expenses vary in amount due to the number of acquisitions and size of acquired companies as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create a lack of comparability between periods.

(e)

Represents expenses related to distinct initiatives, typically significant enterprise-wide changes, including actions taken as part of the Company's One BrightView initiative. 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.

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Segment Results

We classify our business into two segments: Maintenance Services and Development Services. Our corporate operations are allocated to the segments on a pro rata basis, based on segment revenue.

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.

As previously disclosed, effective October 1, 2024, certain expenses previously classified as “Corporate,” including corporate executive compensation, finance, legal and information technology and other corporate costs, are allocated to the two reportable segments on a pro rata basis, based on segment revenue. Prior period segment results have been recast to be consistent with the current presentation. There were no changes to the Company's consolidated financial statements.

Segment Results for the Three Months Ended December 31, 2024 and 2023

The following tables present Net service revenues, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin for each of our segments for the three months ended three months ended December 31, 2024 and 2023. Changes in Segment Adjusted EBITDA Margin are shown in basis points, or bps.

Maintenance Services Segment Results


	Three Months Ended December 31,						Percent Change
(in millions)	2024			2023			2024 vs. 2023
Net Service Revenues	$	409.3		$	442.3			(7.5	)%
Segment Adjusted EBITDA	$	34.6		$	31.4			10.2	%
Segment Adjusted EBITDA Margin		8.5	%		7.1	%	140 bps

Maintenance Services Net Service Revenues

Maintenance Services net service revenues for the three months ended December 31, 2024 decreased by $33.0 million, or 7.5%, from the 2023 period. The decrease was principally driven by a reduction in underlying commercial landscape services and snow revenue, underpinned by strategic reductions of non-core businesses.

Maintenance Services Segment Adjusted EBITDA

Segment Adjusted EBITDA for the three months ended December 31, 2024 increased by $3.2 million to $34.6 million from $31.4 million in the 2023 period. Segment Adjusted EBITDA Margin increased 140 basis points, to 8.5%, in the three months ended December 31, 2024, from 7.1% in the 2023 period. The increase in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin was primarily driven by lower overhead as a result of the Company's cost management initiatives, partially offset by the decrease in revenues described above and increased landscape services labor costs.

Development Services Segment Results


	Three Months Ended December 31,						Percent Change
(in millions)	2024			2023			2024 vs. 2023
Net Service Revenues	$	191.8		$	185.4			3.5	%
Segment Adjusted EBITDA	$	17.5		$	15.3			14.4	%
Segment Adjusted EBITDA Margin		9.1	%		8.3	%	80 bps

Development Services Net Service Revenues

Development Services net service revenues for the three months ended December 31, 2024 increased $6.4 million, or 3.5%, compared to the 2023 period. The increase was driven by an increase in Development Services project volumes.

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Development Services Segment Adjusted EBITDA

Segment Adjusted EBITDA for the three months ended December 31, 2024 increased $2.2 million, to $17.5 million, compared to the 2023 period. Segment Adjusted EBITDA Margin increased 80 basis points, to 9.1% for the three months ended December 31, 2024, from 8.3% in the 2023 period. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were primarily driven by the increase in revenues described above.

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 under the Credit Agreement and the Receivables Financing Agreement, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for the next twelve months and the foreseeable future.

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)	December 31, 2024		September 30, 2024
Cash and cash equivalents	$	98.3	$	140.4

Long-term debt	$	796.5	$	802.5
Total debt	$	796.5	$	802.5

The Company is party to the Credit Agreement, a five-year revolving credit facility that, as amended, currently matures on April 22, 2027 (the “Revolving Credit Facility”) and, through a wholly-owned subsidiary, a receivables financing agreement dated April 28, 2017 (as amended, the “Receivables Financing Agreement”). Each of the Company's credit facilities bear interest based in-part on a secured overnight financing rate.

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”.

The Company is party to the Investment Agreement dated August 28, 2023, pursuant to which the Company issued and sold, in a private placement, an aggregate of 500,000 shares of the Company’s Series A Convertible Preferred Stock, for an aggregate purchase price of $500.0 million. The Series A Convertible Preferred Stock is entitled to dividends at a rate of 7.0% per annum, compounding quarterly, paid in kind or paid in cash, at the Company’s election.

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

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are beyond our control. 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:


	Three Months Ended December 31,
(in millions)	2024			2023
Operating activities	$	60.5		$	26.2
Investing activities	$	(55.3	)	$	(8.6	)
Financing activities	$	(47.3	)	$	(20.1	)
Adjusted Free Cash Flow (1)	$	4.4		$	17.3

(1) See “Non-GAAP Financial Measures” above for a reconciliation to the most directly comparable GAAP measure.

Cash Flows provided by Operating Activities

Net cash provided by operating activities for the three months ended December 31, 2024 increased $34.3 million, to $60.5 million, from $26.2 million in the 2023 period. This increase was due to increases in cash provided by accounts payable, unbilled and deferred revenue, and other operating liabilities and a decrease in net loss.

Cash Flows (used) by Investing Activities

Net cash used by investing activities increased $46.7 million to $55.3 million for the three months ended December 31, 2024 from $8.6 million in the 2023 period. The increase was driven by a $48.6 million increase in capital expenditures, partially offset by a $1.4 million increase in proceeds from the sale of property plant and equipment in comparison to the prior period.

Cash Flows (used) by Financing Activities

Net cash flows used by financing activities of $47.3 million for the three months ended December 31, 2024 included a decrease in book overdrafts of $17.0 million, repayments of finance lease obligations of $10.7 million, Series A preferred stock dividends of $9.0 million, repayments of our Receivables Financing Agreement of $8.4 million, and repurchase of common stock and distributions of $5.1 million.

Adjusted Free Cash Flow

Adjusted Free Cash Flow decreased $12.9 million to $4.4 million for the three months ended December 31, 2024 from $17.3 million in the 2023 period. The decrease in Adjusted Free Cash Flow was due to an increase in cash used for capital expenditures, partially offset by an increase in net cash provided by operating activities, each as described above.

Working Capital


(in millions)	December 31, 2024		September 30, 2024
Net Working Capital:
Current assets	$	686.0	$	780.1
Less: Current liabilities		479.3		543.3
Net working capital	$	206.7	$	236.8

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Net working capital is defined as current assets less current liabilities. Net working capital decreased $30.1 million to $206.7 million as of December 31, 2024, from $236.8 million as of September 30, 2024, primarily driven by a decrease in cash and cash equivalents of $42.1 million, decrease in unbilled revenue of $40.8 million, increase in deferred revenue of $28.0 million, and decrease in accounts receivable of $25.2 million. This was partially offset by a decrease in accrued expenses and other current liabilities of $69.2 million, decrease in accounts payable of $21.6 million, and increase in other current assets of $14.0 million.

Description of Indebtedness

As of December 31, 2024, 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”.

Contractual Obligations and Commercial Commitments

As of December 31, 2024, 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, 2024 in our Annual Report on Form 10-K.

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, 2024.

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, 2024.

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 December 31, 2024. Based on this evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024 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, 2024, as filed with the SEC on November 13, 2024.

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

None.

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	Certificate of Amendment to the 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 March 7, 2023)

3.3	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)

3.4	Certificate of Designations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 28, 2023)

10.1†*	Form of BrightView Holdings, Inc. Restricted Stock Unit Grant (2025)

10.2†*	Form of BrightView Holdings, Inc. Performance Stock Unit Grant (2025)

10.3	Amendment No. 9 to Credit Agreement, dated as of January 29, 2025, by and among BrightView Holdings, Inc. BrightView Landscapes, LLC, each of the other credit parties thereto, the lenders or other financial institutions or entities party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2025)

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

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

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

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

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 With Embedded Linkbase Documents

104	The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 has been formatted in Inline XBRL.

* Filed herewith.

** Furnished herewith.

† Indicates a management contract or any compensatory plan, contract or arrangement.

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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: February 5, 2025	By:	/s/ Brian Jackson

		Brian Jackson
		Chief Accounting Officer
		(Principal Accounting Officer)

Exhibit 10.1

Brightview HOLDINGS, INC.

RESTRICTED STOCK UNIT GRANT

THIS RESTRICTED STOCK UNIT GRANT (this “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto (the “Date of Grant”), by and between BrightView Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and the participant identified on the Signature Page attached hereto (“Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the BrightView Holdings, Inc. 2018 Omnibus Incentive Plan (the “Plan”), the terms of which Plan are incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined herein shall have the same meaning as in the Plan; and

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

Restricted Stock Units.

(a)

Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement and effective as of the Date of Grant, the Company hereby grants the number of Restricted Stock Units set forth on the Signature Page hereto (the “RSU Award”).

(b)

The RSU Award shall vest and become nonforfeitable in accordance with Schedule I and the Appendix: Vesting Schedule attached hereto.

(c)

If Participant’s employment or service with the Company Group is terminated at any time, all unvested Restricted Stock Units shall automatically and immediately be forfeited and canceled (after giving effect to any acceleration of vesting or other terms set forth in Schedule I attached hereto).

Settlement of Restricted Stock Units.

(a)

Any Restricted Stock Unit which has become vested in accordance with this Agreement shall be settled as soon as reasonably practicable following the vesting of such Restricted Stock Unit (and, in any event, no later than the date which is two and one-half (2-1/2) months following the end of the calendar year in which the Restricted Stock Unit vested or such earlier date as may be required for compliance with Section 409A of the Code).

(b)

Upon the settlement of a vested Restricted Stock Unit, the Company shall pay to Participant an amount equal to one share of Common Stock (a “Share”). As determined by the Committee, the Company shall pay such amount in (x) cash, (y) Shares or (z) any combination thereof. Any fractional Shares may be settled in cash.

(c)

Notwithstanding anything in this Agreement to the contrary, the Company shall not have any obligation to issue or transfer any Shares as contemplated by this Agreement unless and until such issuance or transfer complies with all relevant provisions of law. As a condition to the settlement of any portion of the RSU Award evidenced by this Agreement, Participant may be required to deliver certain documentation to the Company.

Restrictive Covenants.

(a)

Restrictive Covenants. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group, that Participant will be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses and the goodwill associated with the Company Group and accordingly agrees, in Participant’s capacity as an investor and equity holder in the Company, to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the Restrictive Covenants would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to forfeit without payment any outstanding Shares subject to this Agreement and otherwise cease making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between Participant and the Company Group. For purposes of this Agreement, “Restrictive Covenant Violation” shall include Participant’s breach of any of the Restrictive Covenants or any similar provision applicable to Participant.

(b)

Repayment of Proceeds. If a Restrictive Covenant Violation occurs, Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days of the Company’s request to Participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received either in cash in respect of the settlement of Restricted Stock Units, or upon the sale or other disposition of, or dividends or distributions in respect of, Shares received upon the settlement of Restricted Stock Units.

Book Entry; Certificates. Upon the settlement of any portion of the RSU Award in Shares pursuant to this Agreement, the Company shall recognize Participant’s ownership of such Shares through uncertificated book entry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificates shall be registered in Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of (a) the settlement of any portion of the RSU Award pursuant to this Agreement and (b) the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the Shares shall be delivered to Participant or to Participant’s legal guardian or representative along with the stock powers relating thereto. However, the Company shall not be liable to Participant for damages relating to any delays in issuing the certificates (if any) to Participant, any loss by Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

Legend. To the extent applicable, all book entries (or certificates, if any) representing the Shares delivered to Participant as contemplated by Section 4 above shall be subject to the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Company may cause notations to be made next to the book entries (or a legend or legends put on certificates, if any) to make appropriate reference to such restrictions. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of the restrictions set forth in Sections 1 and 7 hereof.

No Right to Continued Employment or Service. Neither the Plan nor this Agreement nor Participant’s receipt of the Restricted Stock Units hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or engagement of Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.

Assignment Restrictions.

(a)

The Restricted Stock Units may not be Assigned and any such purported Assignment shall be void and unenforceable against the Company or any Affiliate; provided, that the designation of a beneficiary shall not constitute an Assignment.

(b)

“Assign” or “Assignment” shall mean (in either the noun or the verb form, including with respect to the verb form, all conjugations thereof within their correlative meanings) with respect to any security, the gift, sale, assignment, transfer, pledge, hypothecation or other disposition (whether for or without consideration, whether directly or indirectly, and whether voluntary, involuntary or by operation of law) of such security or any interest therein.

Withholding. Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Stock Units, their vesting or settlement or any payment or transfer with respect to the Restricted Stock Units at the minimum applicable statutory rates, and to take such action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes. The Committee may, in its sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in part, by delivering Shares, including Shares received upon settlement of Restricted Stock Units pursuant to this Agreement.

Securities Laws; Cooperation. Upon the vesting of any unvested Restricted Stock Units, Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws, the Plan or this Agreement. Participant further agrees to cooperate with the Company in taking any action reasonably necessary or advisable to consummate the transactions contemplated by this Agreement.

10.

Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to Participant at the address appearing in the personnel records of the Company for such Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

11.

Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of New York or the State of Delaware, and each of Participant, the Company, and any transferees who hold Restricted Stock Units pursuant to a valid Assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of Participant, the Company, and any transferees who hold Restricted Stock Units pursuant to a valid Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New York, (b) any claim that any

such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.

12.

Restricted Stock Units Subject to Plan; Amendment. By entering into this Agreement, Participant agrees and acknowledges that Participant has received and read a copy of the Plan. The Restricted Stock Units granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of Participant hereunder without the consent of Participant.

13.

Section 409A. This Agreement is intended to be exempt from or otherwise comply with the provisions of Section 409A of the Code and should be interpreted accordingly. Nonetheless, the Company does not guarantee the tax treatment of the Restricted Stock Units.

14.

Electronic Delivery and Acceptance. This Agreement may be executed electronically and in counterparts. The Company may, in its sole discretion, decide to deliver any documents related to the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

15.

Acceptance and Agreement by Participant; Forfeiture upon Failure to Accept. The grant of Restricted Stock Units hereunder will lapse ninety (90) days from the Date of Grant, and the RSU Award granted hereunder will be forfeited on such date if Participant has not accepted this Agreement by such date. For the avoidance of doubt, Participant’s failure to accept this Agreement will not affect Participant’s continuing obligations under any other agreement between the Company and Participant.

16.

No Advice Regarding Grant. Notwithstanding anything herein to the contrary, Participant acknowledges and agrees that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares received upon settlement of the Restricted Stock Units. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

17.

Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, and on any Shares received upon settlement of Restricted Stock Units under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

18.

Waiver. Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant or any other participant in the Plan.

[Signatures on next page.]

IN WITNESS WHEREOF, Participant acknowledges and accepts the terms of this Agreement which shall be effective as of the date set forth below and countersignature by the Company.


Participant


Name:

Dated:

Agreement acknowledged and confirmed:


BrightView Holdings, Inc.

By:	__________________________________
	Name: Amanda Orders
	Title: Chief Human Resources Officer

Equity Schedule

Name:

Date of Grant:

Number of Restricted Stock Units Granted:

Schedule I

Vesting Terms

19.

Vesting Conditioned on Continued Employment. Except as provided by Section 2, Section 3 or Section 4 of this Schedule I, the RSU Award granted hereunder will vest with respect to that number of such Restricted Stock Units as is set forth on Appendix: Vesting Schedule attached hereto next to the date set forth on such Appendix on which such Restricted Stock Units vest, subject to Participant’s continuous employment with or provision of services to the Company Group through each such date.

20.

Exception for Death or Disability. Notwithstanding the provisions of Section 1 of this Schedule I to the contrary, if Participant’s employment or service with the Company Group is terminated due to Participant’s death or Participant incurs a Disability, Participant will become vested on the date of such death or Disability in the number of Restricted Stock Units, if any, that would have become vested on the next scheduled vesting date following the date of such death or Disability.

21.

Exception for Retirement. Notwithstanding the provisions of Section 1 of this Schedule I to the contrary, if Participant’s employment or service with the Company Group terminates due Participant’s Retirement, then the unvested portion of the RSU Award shall continue to vest in accordance with the vesting schedule set forth on Appendix: Vesting Schedule (as if Participant had not ceased providing services to the Company), subject to the provisions of this Section 3. In order to be eligible for the additional vesting provided by this Section 3, Participant must (i) give the Company at least twelve (12) months advance written notice of intent to retire, (ii) remain continuously employed with or provided services to the Company Group for at least six (6) months following the Date of Grant and be in good standing with the Company on the date of termination of employment, (iii) comply with all applicable post-employment covenants, including the Restrictive Covenants set forth in this Agreement, and (iv) if requested by the Company, provide the Company with a release of claims in such form as required by the Company in its discretion. For the avoidance of doubt, Restricted Stock Units that become vested under this Section 3 shall be settled as soon as reasonably practicable following each applicable vesting date (and, in any event, no later than the later of (i) the end of the calendar year in which such vesting date occurs or (ii) the 15th day of the 3rd calendar month following the calendar month in which such vesting date occurs).

22.

Exception for a Change in Control. Notwithstanding the provisions of Section 1 of this Schedule I to the contrary, in the event of a Change in Control prior to the RSU Award becoming fully vested, any unvested Restricted Stock Units will vest in accordance with this Section 4, subject to Participant’s continued employment or service with the Company Group through the Change in Control Date:

(a)

To the extent the Restricted Stock Units are assumed, converted or replaced by the resulting entity in the Change in Control, if within two (2) years after the Change in Control Date Participant’s service with the Company Group or its successor is terminated either (A) by the Company other than for Cause or (B) by Participant for Good Reason, the unvested portion of the RSU Award will fully vest as of the date of such termination of service.

(b)

To the extent the Restricted Stock Units are not assumed, converted or replaced by the resulting entity in the Change in Control, the unvested portion of the RSU Award will fully vest immediately prior to the Change in Control Date.

23.

Definitions. For purposes of this Schedule I, the following terms shall have the following meanings:

(a)

“Change in Control Date” shall mean the date that a Change in Control is consummated.

(b)

“Disability” means an event which results in Participant (i) being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company Group.

(c)

“Good Reason” shall be defined as that term is defined in Participant’s offer letter or other applicable employment agreement; or, if there is no such definition, “Good Reason” shall mean the occurrence of any of the following events or conditions, unless Participant has expressly consented in writing thereto: (i) a material reduction in Participant’s base salary or target annual bonus opportunity; (ii) a material reduction of Participant’s duties and responsibilities; or (iii) the Company provides Participant with notice that Participant’s principal office location is or will be moved to a location more than fifty (50) miles from Participant’s principal office location immediately before such notice, other than to a location that is within the greater Philadelphia metropolitan area. Notwithstanding the foregoing, Participant shall not have Good Reason for termination unless Participant gives written notice of termination for Good Reason within sixty (60) days after the event giving rise to Good Reason occurs and the Company does not correct the action or failure to act that constitutes the grounds for Good Reason, as set forth in Participant’s notice of termination, within thirty (30) days after the date on which Participant gives written notice of termination.

(d)

“Retirement” shall mean a Participant’s termination of employment or service with the Company Group, other than due to death or Disability and other than by action of the Company for Cause, provided that as of Participant’s date of termination of employment Participant (i) is at least age sixty (60), and (ii) has at least five (5) Years of Service.

(e)

“Years of Service” shall mean, for a Participant, Participant’s whole years of service with the Company Group, as determined by the Company in its sole discretion. Years of Service shall be determined based on Participant’s most recent hire date with the Company Group and shall not take into account prior periods of service. Years of Service may include periods of service with an acquired company to the extent determined by the Company.

APPENDIX: VESTING SCHEDULE


Date	Quantity

Appendix A

Restrictive Covenants

24.

Generally. If Participant’s final place of employment is in one of the following states the covenants contained in Section 2(a)(i) below will not apply: California, Minnesota, North Dakota, Oklahoma.

25.

Non-Competition; Non-Solicitation.

(a)

Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Subsidiaries and accordingly agrees as follows:

(i)

Non-Compete. For the period of one (1) year after the date on which Participant’s employment or service to the Company Group (as defined below) is terminated for any reason, Participant shall not, within the Geographic Area (as defined below), directly or indirectly own, manage, operate, finance, or be connected as an officer, director, employee, partner, agent or consultant with any business or enterprise which, directly or through an affiliated subsidiary organization, provides services or performs any business activities that are competitive with the business, activities, products or services of the type conducted, authorized, offered, or provided by the Company or any of its direct or indirect Subsidiaries (collectively, the “Company Group”) as of the date of such termination, or with respect to which the Company Group has spent significant time or resources analyzing for the purposes of assessing expansion opportunities by the Company Group, during the twenty-four (24) month period prior to the date of termination (a “Competitive Business”). For purposes of this Agreement, the term “Geographic Area” means any state in which any member of the Company Group is maintaining a business office as of the date on which Participant’s employment or service is terminated.

(ii)

Non-Solicit. For the period of one (1) year after the date on which Participant’s employment or service to the Company Group is terminated for any reason, Participant will not, either directly or indirectly:

(A)

call on or solicit any person, firm, corporation or other entity who or which at the time of such termination was, or within one year prior thereto had been, a customer or provider of the Company Group within the Geographic Area in connection with any of the business activities referred to above; or

(B)

solicit the employment of any person who was employed by the Company Group on a full or part time basis as of the date of such termination unless such person was involuntarily discharged or voluntarily left his or her employment relationship prior to Participant’s termination of employment.

(iii)

Remedies. Participant acknowledges that the provisions set forth in this Appendix A are reasonable and necessary to protect the legitimate interests of the Company or its direct or indirect Subsidiaries, and that a violation of any of those provisions will cause irreparable harm to the Company Group. Participant acknowledges that any member of the Company Group may seek injunctive relief for Participant’s violation of such provisions. Participant represents that Participant’s experience and capabilities are such that the provisions contained in this Appendix A will not prevent Participant from obtaining employment or otherwise earning a living at the same general level of economic benefit as earned with the Company Group. In the event that any of the provisions of this Agreement should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then the affected provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law.

(iv)

Assignment. The rights and protections of the Company hereunder shall extend and may be assigned to any successors of any member of the Company Group.

(v)

Similar Provisions. Participant acknowledges that any other agreement between Participant and the Company or its direct or indirect Subsidiaries that contains restrictive covenants shall not be superseded by this Agreement, shall remain in full force and effect in accordance with its terms, and such restrictive covenants shall be in addition to, and not superseded by, the provisions of this Appendix A to the extent the provisions of this Appendix A are applicable to Participant.

Exhibit 10.2

Brightview HOLDINGS, INC.

PERFORMANCE STOCK UNIT GRANT

THIS PERFORMANCE STOCK UNIT GRANT (this “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto (the “Date of Grant”), by and between BrightView Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and the participant identified on the Signature Page attached hereto (“Participant”).

R E C I T A L S:

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

Performance Stock Units.

(a)

Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement and effective as of the Date of Grant, the Company hereby grants the target number of performance-based Restricted Stock Units (“Performance Stock Units” or “PSUs”) set forth on the Signature Page hereto (the “Target PSUs”).

(b)

The number of Performance Stock Units earned (the “Earned PSUs”) shall be determined based on the level of achievement of the Performance Criteria set forth on Schedule I attached hereto (the “Performance Conditions”) over the performance period set forth on the Signature Page hereto (the “Performance Period”).

(c)

If Participant’s employment or service with the Company Group is terminated at any time before the last day of the Performance Period (the “Vesting Date”), all unvested Performance Stock Units shall automatically and immediately be forfeited and canceled (after giving effect to any acceleration of vesting or other terms set forth in Schedule I attached hereto).

Settlement of Earned PSUs.

(a)

As promptly as practicable (and, in no event more than two and one-half (2-1/2) months) following the Vesting Date, the Committee shall determine (i) whether and to what extent the Performance Conditions has been achieved and (ii) the number of Earned PSUs, if any. The Earned PSUs, if any, shall become vested as of the Vesting Date, subject to Participant’s continued employment or service with the Company Group through such date.

(b)

Upon the settlement of an Earned PSU, the Company shall pay to Participant an amount equal to one share of Common Stock (a “Share”). As determined by the Committee, the Company shall pay such amount in (x) cash, (y) Shares or (z) any combination thereof. Any fractional Shares may be settled in cash.

Exhibit 10.2

(c)

Notwithstanding anything in this Agreement to the contrary, the Company shall not have any obligation to issue or transfer any Shares as contemplated by this Agreement unless and until such issuance or transfer complies with all relevant provisions of law. As a condition to the settlement of any Earned PSUs, Participant may be required to deliver certain documentation to the Company.

Restrictive Covenants.

(a)

(b)

Repayment of Proceeds. If a Restrictive Covenant Violation occurs, Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days of the Company’s request to Participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received either in cash in respect of the settlement of any Earned PSUs, or upon the sale or other disposition of, or dividends or distributions in respect of, Shares received upon the settlement of any Earned PSUs.

Book Entry; Certificates. Upon the settlement of any Earned PSUs in Shares pursuant to this Agreement, the Company shall recognize Participant’s ownership of such Shares through uncertificated book entry. If elected by the Company, certificates evidencing the Shares may be issued by the Company and any such certificates shall be registered in Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of (a) the settlement of any Earned PSUs pursuant to this Agreement and (b) the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable to the Shares. As soon as practicable following such time, any certificates for the Shares shall be delivered to Participant or to Participant’s legal guardian or representative along with the stock powers relating thereto. However, the Company shall not be liable to Participant for damages relating to any delays in issuing the certificates (if any) to Participant, any loss by Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

Exhibit 10.2

Shares are listed, and any applicable Federal or state laws, and the Company may cause notations to be made next to the book entries (or a legend or legends put on certificates, if any) to make appropriate reference to such restrictions. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of the restrictions set forth in Sections 1 and 7 hereof.

No Right to Continued Employment or Service. Neither the Plan nor this Agreement nor Participant’s receipt of the Performance Stock Units hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or engagement of Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.

Assignment Restrictions.

(a)

The Performance Stock Units granted hereunder may not be Assigned and any such purported Assignment shall be void and unenforceable against the Company or any Affiliate; provided, that the designation of a beneficiary shall not constitute an Assignment.

(b)

Withholding. Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of any Earned PSUs, their vesting or settlement or any payment or transfer with respect to any Earned PSUs at the minimum applicable statutory rates, and to take such action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding taxes. The Committee may, in its sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in part, by delivering Shares, including Shares received upon settlement of any Earned PSUs pursuant to this Agreement.

Securities Laws; Cooperation. Upon the vesting of any unvested Performance Stock Units, Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws, the Plan or this Agreement. Participant further agrees to cooperate with the Company in taking any action reasonably necessary or advisable to consummate the transactions contemplated by this Agreement.

10.

11.

Exhibit 10.2

exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of Participant, the Company, and any transferees who hold Performance Stock Units pursuant to a valid Assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New York, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial.

12.

Performance Stock Units Subject to Plan; Amendment. By entering into this Agreement, Participant agrees and acknowledges that Participant has received and read a copy of the Plan. The Performance Stock Units granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of Participant hereunder without the consent of Participant.

13.

14.

15.

Acceptance and Agreement by Participant; Forfeiture upon Failure to Accept. The grant of Performance Stock Units hereunder will lapse ninety (90) days from the Date of Grant, and the Performance Stock Units granted hereunder will be forfeited on such date if Participant has not accepted this Agreement by such date. For the avoidance of doubt, Participant’s failure to accept this Agreement will not affect Participant’s continuing obligations under any other agreement between the Company and Participant.

16.

No Advice Regarding Grant. Notwithstanding anything herein to the contrary, Participant acknowledges and agrees that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares received upon settlement of the Performance Stock Units. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

17.

Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, and on any Shares received upon settlement of Performance Stock Units under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

18.

Exhibit 10.2

[Signatures on next page.]

Exhibit 10.2

IN WITNESS WHEREOF, Participant acknowledges and accepts the terms of this Agreement which shall be effective as of the date set forth below and countersignature by the Company.


Participant


Name:

Dated:

Exhibit 10.2

Agreement acknowledged and confirmed:


BrightView Holdings, Inc.

By:	__________________________________
	Name: Amanda Orders
	Title: Chief Human Resources Officer

Equity Schedule

Name:

Date of Grant:

Performance Period:

Target Number of Performance Stock Units Granted:

Exhibit 10.2

Schedule I

Vesting Terms

19.

Vesting Based on Performance. The portion of the Target PSUs that become earned and vested (if any) will be determined based on performance during the Performance Period against the following Performance Conditions:

[Applicable Performance Conditions Included Here]

20.

Vesting Based on Continued Service. Except as provided by Sections 2(a), 2(b) and 2(c) below, Participant must remain in continuous service with the Company Group through the Vesting Date to be entitled to payment for any Earned PSUs.

(a)

Exception for Death or Disability. Notwithstanding any provisions of this Agreement to the contrary, if Participant’s employment or service with the Company Group is terminated due to Participant’s death or Disability prior to the Vesting Date, then Participant shall receive a Pro-rated Portion of the Earned PSUs following the end of the Performance Period. Such Pro-rated Portion of the Earned PSUs shall be settled at the same time as awards are settled for other Participants who have remained in continuous employment or service with the Company Group through the Vesting Date (and, in no event more than two and one-half (2-1/2) months following the end of the Performance Period).

(b)

Exception for Retirement. Notwithstanding any provisions of this Agreement to the contrary, if Participant’s employment or service with the Company Group terminates due Participant’s Retirement, then Participant shall receive a Pro-rated Portion of the Earned PSUs following the end of the Performance Period. Subject to the provisions of this Section 2(b), such Pro-rated Portion of the Earned PSUs shall be settled at the same time as awards are settled for other Participants who have remained in continuous employment or service with the Company Group through the Vesting Date (and, in no event more than two and one-half (2-1/2) months following the end of the Performance Period). In order to be eligible for the additional vesting provided by this Section 2(b), Participant must (i) give the Company at least twelve (12) months advance written notice of intent to retire, (ii) remain continuously employed with or provided services to the Company Group for at least six (6) months following the Date of Grant and be in good standing with the Company on the date of termination of employment, (iii) comply with all applicable post-employment covenants, including the Restrictive Covenants set forth in this Agreement, and (iv) if requested by the Company, provide the Company with a release of claims in such form as required by the Company in its discretion.

(c)

Exception for a Change in Control. In the event of a Change in Control prior to the Vesting Date, any unvested Performance Stock Units will vest in accordance with this Section 2(c), subject to Participant’s continued employment or service with the Company Group through the Change in Control Date.

(i)

To the extent the Performance Stock Units are assumed, converted or replaced by the resulting entity in the Change in Control, if within two (2) years after the Change in Control Date the Participant’s service with the Company Group or its successor is terminated either (A) by the Company other than for Cause or (B) by the Participant for Good Reason, then the number of Earned PSUs as of the Participant’s termination date shall be determined in accordance with this Section 2(c)(i) and shall vest as of the date of such termination of service. The number of Earned PSUs shall be determined based upon the greater of: (A) an assumed achievement of the Performance Conditions at their “Target” level, or (B) the actual level of achievement of the Performance Conditions as determined by the Committee immediately preceding the Change in Control.

Exhibit 10.2

(ii)

To the extent the Performance Stock Units are not assumed, converted or replaced by the resulting entity in the Change in Control, then the number of Earned PSUs as of the Change in Control Date shall be determined in accordance with this Section 2(c)(ii) and shall vest as of the Change in Control Date. The number of Earned PSUs shall be determined based upon the greater of: (A) an assumed achievement of the Performance Conditions at their “Target” level, or (B) the actual level of achievement of the Performance Conditions as determined by the Committee immediately preceding the Change in Control.

21.

Definitions. For purposes of this Schedule I, the following terms shall have the following meanings:

(a)

“Change in Control Date” shall mean the date that a Change in Control is consummated.

(b)

(c)

(d)

“Pro-rated Portion” shall mean a pro-rated portion of the Earned PSUs determined by multiplying (i) the number of Earned PSUs had Participant remained in service with the Company Group for the entire Performance Period, by (ii) a fraction, the numerator of which is the number of days Participant was employed during the Performance Period prior to such termination of service, and the denominator of which is the total number of days in the Performance Period.

(e)

“Retirement” means a Participant’s termination of employment or service with the Company Group, other than due to death or Disability and other than by action of the Company for Cause, provided that as of Participant’s date of termination of employment Participant (i) is at least age sixty (60), and (ii) has at least five (5) Years of Service.

(f)

“Years of Service” means, for a Participant, Participant’s whole years of service with the Company Group, as determined by the Company in its sole discretion. Years of Service shall be determined based on Participant’s most recent hire date with the Company Group and shall not take into account prior periods of service. Years of Service may include periods of service with an acquired company to the extent determined by the Company.

Exhibit 10.2

[Applicable Additional Definitions for Performance Conditions Included Here]

Appendix A

Restrictive Covenants

22.

23.

Non-Competition; Non-Solicitation.

(a)

Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Subsidiaries and accordingly agrees as follows:

(i)

(ii)

(A)

(B)

(iii)

(iv)

Assignment. The rights and protections of the Company hereunder shall extend and may be assigned to any successors of any member of the Company Group.

(v)

Exhibit 31.1

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Dale A. Asplund, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 of BrightView Holdings, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 5, 2025

/s/ Dale A. Asplund

Dale A. Asplund

Chief Executive Officer and Director

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Brett Urban, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 of BrightView Holdings, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 5, 2025

/s/ Brett Urban

Brett Urban

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BrightView Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2024 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dale A. Asplund, Chief Executive Officer and Director of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

•

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: February 5, 2024

/s/ Dale A. Asplund

Dale A. Asplund

Chief Executive Officer and Director

(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BrightView Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2024 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brett Urban, Executive Vice President, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

•

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: February 5, 2024

/s/ Brett Urban

Brett Urban

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Dec. 31, 2024	Jan. 31, 2025
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Entity Registrant Name	BrightView Holdings, Inc.
Trading Symbol	BV
Entity Central Index Key	0001734713
Current Fiscal Year End Date	--09-30
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		95,500,000
Entity Current Reporting Status	Yes
Security Exchange Name	NYSE
Title of 12(b) Security	Common Stock, Par Value $0.01 Per Share
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity File Number	001-38579
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-4190788
Entity Address, Address Line One	980 Jolly Road
Entity Address, City or Town	Blue Bell
Entity Address, State or Province	PA
Entity Address, Country	US
Entity Address, Postal Zip Code	19422
City Area Code	484
Local Phone Number	567-7204
Document Quarterly Report	true
Document Transition Report	false

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
Current assets:
Cash and cash equivalents	$ 98.3	$ 140.4
Accounts receivable, net	390.0	415.2
Unbilled revenue	97.0	137.8
Other current assets	100.7	86.7
Total current assets	686.0	780.1
Property and equipment, net	400.3	391.9
Intangible assets, net	87.7	95.8
Goodwill	2,015.6	2,015.7
Operating lease assets	78.1	81.3
Other assets	39.9	27.0
Total assets	3,307.6	3,391.8
Current liabilities:
Accounts payable	122.5	144.1
Deferred revenue	111.8	83.8
Current portion of self-insurance reserves	51.9	52.8
Accrued expenses and other current liabilities	168.5	237.7
Current portion of operating lease liabilities	24.6	24.9
Total current liabilities	479.3	543.3
Long-term debt, net	796.5	802.5
Deferred tax liabilities	43.4	43.9
Self-insurance reserves	120.6	112.8
Long-term operating lease liabilities	59.6	62.6
Other liabilities	35.6	44.3
Total liabilities	1,535.0	1,609.4
Stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding as of December 31, 2024 and September 30, 2024	0.0	0.0
Common stock, $0.01 par value; 500,000,000 shares authorized; 109,200,000 and 108,200,000 shares issued and 95,500,000 and 94,800,000 shares outstanding as of December 31, 2024 and September 30, 2024, respectively	1.1	1.1
Treasury stock, at cost; 13,700,000 and 13,400,000 shares as of December 31, 2024 and September 30, 2024, respectively	(178.6)	(173.5)
Additional paid-in capital	1,515.6	1,518.1
Accumulated deficit	(79.3)	(68.9)
Accumulated other comprehensive income (loss)	6.7	(1.5)
Total stockholders’ equity	1,265.5	1,275.3
Total liabilities, mezzanine equity and stockholders' equity	3,307.6	3,391.8
Series A Convertible Preferred Stock
Mezzanine equity:
Convertible preferred shares	$ 507.1	$ 507.1

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	50,000,000	50,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	500,000,000	500,000,000
Common stock, issued	109,200,000	108,200,000
Common stock, outstanding	95,500,000	94,800,000
Treasury stock, shares	13,700,000	13,400,000
Series A Convertible Preferred Stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, issued	500,000	500,000
Preferred stock, outstanding	500,000	500,000
Percentage of cumulative dividend	7.00%	7.00%
Preferred stock, liquidation preference	$ 512.0	$ 512.0

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Net service revenues	$ 599.2	$ 626.7
Cost of services provided	472.4	492.9
Gross profit	126.8	133.8
Selling, general and administrative expense	119.3	129.9
Amortization expense	8.1	10.1
(Loss) from operations	(0.6)	(6.2)
Other (income)	(0.2)	(1.2)
Interest expense, net	14.2	17.1
(Loss) before income taxes	(14.6)	(22.1)
Income tax (benefit)	(4.2)	(5.7)
Net (loss)	(10.4)	(16.4)
Less: dividends on Series A convertible preferred shares	9.0	8.9
Net (loss) attributable to common stockholders	$ (19.4)	$ (25.3)
(Loss) per share:
Basic (loss) per share	$ (0.2)	$ (0.27)
Diluted (loss) per share	$ (0.2)	$ (0.27)

Consolidated Statements of Comprehensive (Loss) (Unaudited) - USD ($)
$ in Millions

3 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Statement of Comprehensive Income [Abstract]

Net Income (Loss)

$ (10.4)

$ (16.4)

Net derivative gains (losses) and other costs arising during the period, net of tax (benefit) expense of $3.5 and $(3.8), respectively (1)

^[1]

9.4

(10.6)

Reclassification of (gains) into net (loss), net of tax (expense) of $(0.4) and $(0.6), respectively

(1.2)

(2.3)

Other comprehensive income (loss)

8.2

(12.9)

Comprehensive (loss)

$ (2.2)

$ (29.3)

[1]	Other costs include the effects of foreign currency translation adjustments which were immaterial during the periods presented.

Consolidated Statements of Comprehensive (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Statement of Comprehensive Income [Abstract]
Net derivative gains (losses) and other costs arising during the period, net of tax (benefit) expense	$ 3.5	$ (3.8)
Reclassification of (gains) into net (loss), net of tax (expense)	$ (0.4)	$ (0.6)

Consolidated Statements of Changes in Stockholders' Equity and Mezzanine Equity (Unaudited) - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Preferred Shares
Balance at Sep. 30, 2023	$ 1,243.3	$ 1.1	$ 1,530.8	$ (135.3)	$ 17.1	$ (170.4)	$ 498.2
Balance, Shares at Sep. 30, 2023		106.6					0.5
Net Income (Loss)	(16.4)			(16.4)
Other comprehensive income (loss), net of tax	(12.9)				(12.9)
Capital contributions and issuance of common stock	0.4	$ 1.2	0.4
Equity-based compensation	5.1		5.1
Repurchase of common stock and distributions	(2.5)					(2.5)
Series A Preferred Stock dividends	(8.9)		(8.9)				$ 8.9
Balance at Dec. 31, 2023	1,208.1	$ 1.1	1,527.4	(151.7)	4.2	(172.9)	$ 507.1
Balance, Shares at Dec. 31, 2023		107.8					0.5
Balance at Sep. 30, 2024	1,275.3	$ 1.1	1,518.1	(68.9)	(1.5)	(173.5)	$ 507.1
Balance, Shares at Sep. 30, 2024		108.2					0.5
Net Income (Loss)	(10.4)			(10.4)
Other comprehensive income (loss), net of tax	8.2				8.2
Capital contributions and issuance of common stock	2.0		2.0
Capital contributions and issuance of common stock, Shares		1.0
Equity-based compensation	4.5		4.5
Repurchase of common stock and distributions	(5.1)					(5.1)
Series A Preferred Stock dividends	(9.0)		(9.0)
Balance at Dec. 31, 2024	$ 1,265.5	$ 1.1	$ 1,515.6	$ (79.3)	$ 6.7	$ (178.6)	$ 507.1
Balance, Shares at Dec. 31, 2024		109.2					0.5

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net (loss)	$ (10.4)	$ (16.4)
Adjustments to reconcile net (loss) to net cash provided by operating activities:
Depreciation	30.4	25.6
Amortization of intangible assets	8.1	10.1
Amortization of financing costs and original issue discount	0.5	0.7
Deferred taxes	(4.2)	(6.7)
Equity-based compensation	4.5	5.1
Realized gain on hedges	(1.6)	(2.9)
Other non-cash activities	1.4	1.9
Change in operating assets and liabilities:
Accounts receivable	20.7	21.0
Unbilled and deferred revenue	68.7	58.4
Other operating assets	(9.9)	(9.9)
Accounts payable and other operating liabilities	(47.7)	(60.7)
Net cash provided by operating activities	60.5	26.2
Cash flows from investing activities:
Purchase of property and equipment	(58.7)	(10.1)
Proceeds from sale of property and equipment	2.6	1.2
Other investing activities	0.8	0.3
Net cash (used) by investing activities	(55.3)	(8.6)
Cash flows from financing activities:
Repayments of finance lease obligations	(10.7)	(7.5)
Repayments of receivables financing agreement	(8.4)	(9.5)
Proceeds from receivables financing agreement, net of issuance costs	1.6	0.5
Debt issuance and prepayment costs	0.0	(0.4)
Series A preferred stock dividend	(9.0)	0.0
Proceeds from issuance of common stock, net of share issuance costs	1.5	0.2
Repurchase of common stock and distributions	(5.1)	(2.5)
Contingent business acquisition payments	(0.2)	(1.0)
Decrease in book overdrafts	(17.0)	0.0
Other financing activities	0.0	0.1
Net cash (used) by financing activities	(47.3)	(20.1)
Net change in cash and cash equivalents	(42.1)	(2.5)
Cash and cash equivalents, beginning of period	140.4	67.0
Cash and cash equivalents, end of period	98.3	64.5
Supplemental Cash Flow Information:
Cash paid (received) for income taxes, net	0.1	(0.2)
Cash paid for interest	15.3	18.0
Accrual for property and equipment	26.3	0.0
Series A Convertible Preferred Stock
Supplemental Cash Flow Information:
Non-cash Series A Preferred Stock dividends	$ 0.0	$ 8.9

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (10.4)	$ (16.4)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Business and Basis of Presentation

3 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Business and Basis of Presentation

1. Business

Basis of Presentation

Use of Estimates

Recent Accounting Pronouncements

3 Months Ended

Dec. 31, 2024

Accounting Standards Update and Change in Accounting Principle [Abstract]

Recent Accounting Pronouncements

2. Recent Accounting Pronouncements

Reference Rate Reform

Segment Reporting

December 15, 2024. The Company is in the process of evaluating the impact of ASU No. 2023-07 on its consolidated financial statements.

Income Taxes

Disaggregation of Income Statement Expenses

Revenue

3 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

3. Revenue

Maintenance Services

Development Services

Disaggregation of revenue


	Three Months Ended December 31,
	2024			2023
Landscape Maintenance	$	376.9		$	402.6
Snow Removal		32.4			39.7
Maintenance Services		409.3			442.3
Development Services		191.8			185.4
Eliminations		(1.9	)		(1.0	)
Net service revenues	$	599.2		$	626.7

Remaining Performance Obligations

Contract Assets and Liabilities

There were $51.3 of amounts billed and $10.5 of additions to our unbilled revenue balance during the three month period ended December 31, 2024.

Changes in Deferred revenue for the three month period ended December 31, 2024 were as follows:


	Deferred Revenue
Balance, September 30, 2024	$	83.8
Recognition of revenue		(252.7	)
Deferral of revenue		280.7
Balance, December 31, 2024	$	111.8

Practical Expedients and Exemptions

Accounts Receivable, net

3 Months Ended

Dec. 31, 2024

Receivables [Abstract]

Accounts Receivable, net

4. Accounts Receivable, net

Property and Equipment, net

3 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, net

5. Property and Equipment, net

Property and equipment, net consists of the following:


	Useful Life	December 31, 2024		September 30, 2024
Land	—	$	42.9	$	42.9
Buildings and leasehold improvements	2-40 yrs.		46.8		46.7
Operating equipment	2-7 yrs.		399.1		388.3
Transportation vehicles	3-7 yrs.		408.3		403.1
Office equipment and software	3-10 yrs.		53.4		48.6
Construction in progress	—		2.1		4.9
Property and equipment			952.6		934.5
Less: Accumulated depreciation			552.3		542.6
Property and equipment, net		$	400.3	$	391.9

Intangible Assets, Goodwill, Acquisitions, and Divestitures

3 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Goodwill, Acquisitions, and Divestitures

6. Intangible Assets, Goodwill, Acquisitions, and Divestitures

Intangible Assets, net

Intangible assets, net, as of December 31, 2024 and September 30, 2024 consisted of the following:


		December 31, 2024					September 30, 2024
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships	6-21 yrs.	$	715.9	$	(628.2	)	$	715.9	$	(620.1	)
Total intangible assets		$	715.9	$	(628.2	)	$	715.9	$	(620.1	)

Goodwill

The following is a summary of the goodwill activity for the periods ended September 30, 2024 and December 31, 2024:


	Maintenance Services			Development Services		Total
Balance, September 30, 2023	$	1,803.4		$	218.0	$	2,021.4
Acquisitions (1)		0.1			—		0.1
Divestiture		(5.8	)		—		(5.8	)
Balance, September 30, 2024	$	1,797.7		$	218.0	$	2,015.7
Acquisitions (1)		(0.1	)		—		(0.1	)
Balance, December 31, 2024	$	1,797.6		$	218.0	$	2,015.6

(1)

The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period.

Divestiture

Long-Term Debt

3 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt

7. Long-term Debt

Long-term debt consists of the following:


	December 31, 2024			September 30, 2024
Series B term loan	$	733.0		$	732.8
Receivables financing agreement		69.4			76.2
Financing costs, net		(5.9	)		(6.5	)
Total debt, net	$	796.5		$	802.5
Less: Current portion of long-term debt		-			-
Long-term debt, net	$	796.5		$	802.5

First Lien credit facility term loans and Series B Term Loan due 2029

On August 28, 2023, the Company voluntarily repaid $450.0 of the amount outstanding under the Company’s Amendment Agreement.

Revolving credit facility

Receivables financing agreement

On April 28, 2017, the Company, through a wholly-owned subsidiary, entered into a receivables financing agreement (the “Receivables Financing Agreement”).


2025	$	—
2026		—
2027		69.4
2028		—
2029		738.0
2030 and thereafter		—
Total long-term debt		807.4
Less: Current maturities		—
Less: Original issue discount		5.0
Less: Financing costs		5.9
Total long-term debt, net	$	796.5

Fair Value Measurements and Derivative Instruments

3 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements and Derivative Instruments

8. Fair Value Measurements and Derivative Instruments

Fair Value Hierarchy

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.

Investments held in Rabbi Trust

Derivatives

The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and September 30, 2024:


	December 31, 2024
	Carrying Value			Level 1			Level 2			Level 3
Other assets:
Investments held by Rabbi Trust	$	8.9		$	8.9		$	—		$	—
Interest rate derivative contracts		8.7			—			8.7			—
Total assets	$	17.6		$	8.9		$	8.7		$	—
Accrued expenses and other current liabilities:
Fuel derivative contracts	$	(0.2	)	$	—		$	(0.2	)	$	—
Other liabilities:
Obligation to Rabbi Trust		(8.9	)		(8.9	)		—			—
Total liabilities	$	(9.1	)	$	(8.9	)	$	(0.2	)	$	—


	September 30, 2024
	Carrying Value			Level 1			Level 2			Level 3
Other assets:
Investments held by Rabbi Trust	$	9.7		$	9.7		$	—		$	—
Total assets	$	9.7		$	9.7		$	—		$	—
Accrued expenses and other current liabilities:
Fuel derivative contracts	$	(0.5	)	$	—		$	(0.5	)	$	—
Other liabilities:
Interest rate derivative contracts		(2.5	)		—			(2.5	)		—
Obligation to Rabbi Trust		(9.7	)		(9.7	)		—			—
Total liabilities	$	(12.7	)	$	(9.7	)	$	(3.0	)	$	—

Hedging Activities

Interest Rate Contracts

On August 28, 2023, the Company terminated $400.0 of the notional amount of its outstanding interest rate collar agreement.

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


	Three Months Ended December 31,
	2024		2023
Income (Loss) recognized in Other comprehensive income (loss)	$	13.1	$	(14.5	)
Net income reclassified from Accumulated other comprehensive income (loss) into Interest expense		2.0		2.9

Fuel Contracts

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


	Three Months Ended December 31,
	2024			2023
(Loss) recognized in Other comprehensive income (loss)	$	—		$	—
Net loss reclassified from Accumulated other comprehensive income (loss) into Cost of services provided		(0.4	)		—

Income Taxes

3 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

9. Income Taxes

The following table summarizes the Company’s income tax (benefit) and effective income tax rate for the three months ended December 31, 2024 and 2023.


	Three Months Ended December 31,
	2024			2023
(Loss) before income taxes	$	(14.6	)	$	(22.1	)
Income tax (benefit)		(4.2	)		(5.7	)
Effective income tax rate		28.8	%		25.8	%

Equity-Based Compensation

3 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

10. Equity-Based Compensation

Amended and Restated 2018 Omnibus Incentive Plan

2023 Employment Inducement Incentive Award Plan

Restricted Stock Awards

A summary of the Company’s restricted stock award activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		107,000	$	14.66
Less: Forfeited		2,000	$	14.66
Outstanding at December 31, 2024		105,000	$	14.66

Restricted Stock Units

A summary of the Company’s restricted stock unit activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		3,713,000	$	8.50
Granted		607,000	$	17.30
Less: Vested		841,000	$	8.58
Less: Forfeited		50,000	$	8.68
Outstanding at December 31, 2024		3,429,000	$	10.04

Stock Option Awards

A summary of the Company’s stock option activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Exercise Price per Share
Outstanding at September 30, 2024		3,036,000	$	19.37
Less: Exercised		71,000	$	14.16
Less: Forfeited		259,000	$	22.24
Outstanding at December 31, 2024		2,706,000	$	19.23
Vested and exercisable at December 31, 2024		2,321,000	$	18.99
Expected to vest after December 31, 2024		385,000	$	20.65

Performance Stock Unit Awards

A summary of the Company’s performance stock unit activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		1,114,000	$	7.40
Granted		281,000	$	17.33
Outstanding at December 31, 2024		1,395,000	$	9.40

* Awards above presented assuming 100% attainment

Equity-Based Compensation Expense

2018 Employee Stock Purchase Plan

Commitment and Contingencies

3 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Risk Management

Litigation Contingency

Segments

3 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segments

12. Segments

The operations of the Company are conducted through two operating segments: Maintenance Services and Development Services, which are also its reportable segments.

Maintenance Services primarily consists of recurring landscape maintenance services and snow removal services as well as supplemental landscape enhancement services.

Development Services primarily consists of landscape architecture and development services for new construction and large scale redesign projects.

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


	Three Months Ended December 31,
	2024			2023
Maintenance Services	$	409.3		$	442.3
Development Services		191.8			185.4
Eliminations		(1.9	)		(1.0	)
Net Service Revenues	$	599.2		$	626.7
Maintenance Services	$	41.7		$	8.6
Development Services		17.0			1.5
Capital Expenditures	$	58.7		$	10.1
Maintenance Services	$	34.6		$	31.4
Development Services		17.5			15.3
Segment Adjusted EBITDA(1)	$	52.1		$	46.7

(1)

Presented below is a reconciliation of (Loss) before income taxes to Segment Adjusted EBITDA:


	Three Months Ended December 31,
	2024			2023
Segment Adjusted EBITDA	$	52.1		$	46.7
Interest expense, net		14.2			17.1
Depreciation expense		30.4			25.6
Amortization expense		8.1			10.1
Business transformation and integration costs (a)		9.2			10.7
Equity-based compensation (b)		4.8			5.3
(Loss) before income taxes	$	(14.6	)	$	(22.1	)

(a)

(b)

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

Mezzanine Equity

3 Months Ended

Dec. 31, 2024

Equity [Abstract]

Mezzanine Equity

13. Mezzanine Equity

Series A Convertible Preferred Stock

(Loss) Per Share of Common Stock

3 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

(Loss) Per Share of Common Stock

14. (Loss) Per Share of Common Stock

Set forth below is a reconciliation of the numerator and denominator for basic and diluted (loss) earnings per share calculation for the periods indicated:


	Three Months Ended December 31,
	2024			2023
Basic (Loss) per common share
Numerator:
Net (loss)	$	(10.4	)	$	(16.4	)
Less: dividends on Series A convertible preferred shares		(9.0	)		(8.9	)
Less: Earnings allocated to Convertible Preferred Shares		—			—
Net (loss) available to common shareholders	$	(19.4	)	$	(25.3	)

Denominator:
Weighted average number of common shares outstanding – basic		95,166,000			93,986,000

Basic (loss) per share	$	(0.20	)	$	(0.27	)

Diluted (loss) per common share
Numerator:
Net (loss) available to common shareholders – diluted	$	(19.4	)	$	(25.3	)

Denominator:
Weighted average number of common shares outstanding – basic		95,166,000			93,986,000
Dilutive effect of:
Stock compensation awards		—			—
Series A convertible preferred stock		—			—
Weighted average number of common shares outstanding – diluted		95,166,000			93,986,000

Diluted (loss) per share	$	(0.20	)	$	(0.27	)

Other Information:
Weighted average number of anti-dilutive Series A convertible preferred shares, options and restricted stock(a)		58,942,000			59,434,000

(a)

Weighted average number of anti-dilutive options is based upon the average closing price of the Company’s common stock on the NYSE for the period.

Subsequent Events

3 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent events

Business and Basis of Presentation (Policies)	3 Months Ended
Business and Basis of Presentation (Policies)	Dec. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and are unaudited. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, including normal, recurring accruals that are necessary for a fair presentation of the Company’s operations for the periods presented in conformity with GAAP. All intercompany activity and balances have been eliminated from the consolidated financial statements. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year. The Consolidated Balance Sheet as of September 30, 2024, presented herein, has been derived from the Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2024, 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, 2024, filed with the Securities and Exchange Commission (“SEC”).
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, management reviews its estimates, including those related to allowances for doubtful accounts, revenue recognition, self-insurance reserves, estimates related to the Company’s assessment of goodwill for impairment, useful lives for depreciation and amortization, realizability of deferred tax assets, and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from estimates.

Revenue (Tables)

3 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Reportable Segment Revenues, Disaggregated by Revenue


	Three Months Ended December 31,
	2024			2023
Landscape Maintenance	$	376.9		$	402.6
Snow Removal		32.4			39.7
Maintenance Services		409.3			442.3
Development Services		191.8			185.4
Eliminations		(1.9	)		(1.0	)
Net service revenues	$	599.2		$	626.7

Schedule of Contract Balances

Changes in Deferred revenue for the three month period ended December 31, 2024 were as follows:


	Deferred Revenue
Balance, September 30, 2024	$	83.8
Recognition of revenue		(252.7	)
Deferral of revenue		280.7
Balance, December 31, 2024	$	111.8

Property and Equipment, net (Tables)

3 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consists of the following:


	Useful Life	December 31, 2024		September 30, 2024
Land	—	$	42.9	$	42.9
Buildings and leasehold improvements	2-40 yrs.		46.8		46.7
Operating equipment	2-7 yrs.		399.1		388.3
Transportation vehicles	3-7 yrs.		408.3		403.1
Office equipment and software	3-10 yrs.		53.4		48.6
Construction in progress	—		2.1		4.9
Property and equipment			952.6		934.5
Less: Accumulated depreciation			552.3		542.6
Property and equipment, net		$	400.3	$	391.9

Intangible Assets, Goodwill, Acquisitions, and Divestitures (Tables)

3 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets, net, as of December 31, 2024 and September 30, 2024 consisted of the following:


		December 31, 2024					September 30, 2024
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships	6-21 yrs.	$	715.9	$	(628.2	)	$	715.9	$	(620.1	)
Total intangible assets		$	715.9	$	(628.2	)	$	715.9	$	(620.1	)

Summary of Goodwill

The following is a summary of the goodwill activity for the periods ended September 30, 2024 and December 31, 2024:


	Maintenance Services			Development Services		Total
Balance, September 30, 2023	$	1,803.4		$	218.0	$	2,021.4
Acquisitions (1)		0.1			—		0.1
Divestiture		(5.8	)		—		(5.8	)
Balance, September 30, 2024	$	1,797.7		$	218.0	$	2,015.7
Acquisitions (1)		(0.1	)		—		(0.1	)
Balance, December 31, 2024	$	1,797.6		$	218.0	$	2,015.6

(1)

The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period.

Long-Term Debt (Tables)

3 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

Long-term debt consists of the following:


	December 31, 2024			September 30, 2024
Series B term loan	$	733.0		$	732.8
Receivables financing agreement		69.4			76.2
Financing costs, net		(5.9	)		(6.5	)
Total debt, net	$	796.5		$	802.5
Less: Current portion of long-term debt		-			-
Long-term debt, net	$	796.5		$	802.5

Scheduled Maturities of Long-Term Debt


2025	$	—
2026		—
2027		69.4
2028		—
2029		738.0
2030 and thereafter		—
Total long-term debt		807.4
Less: Current maturities		—
Less: Original issue discount		5.0
Less: Financing costs		5.9
Total long-term debt, net	$	796.5

Fair Value Measurements and Derivative Instruments (Tables)

3 Months Ended

Dec. 31, 2024

Derivative Instruments Gain Loss [Line Items]

Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and September 30, 2024:


	December 31, 2024
	Carrying Value			Level 1			Level 2			Level 3
Other assets:
Investments held by Rabbi Trust	$	8.9		$	8.9		$	—		$	—
Interest rate derivative contracts		8.7			—			8.7			—
Total assets	$	17.6		$	8.9		$	8.7		$	—
Accrued expenses and other current liabilities:
Fuel derivative contracts	$	(0.2	)	$	—		$	(0.2	)	$	—
Other liabilities:
Obligation to Rabbi Trust		(8.9	)		(8.9	)		—			—
Total liabilities	$	(9.1	)	$	(8.9	)	$	(0.2	)	$	—


	September 30, 2024
	Carrying Value			Level 1			Level 2			Level 3
Other assets:
Investments held by Rabbi Trust	$	9.7		$	9.7		$	—		$	—
Total assets	$	9.7		$	9.7		$	—		$	—
Accrued expenses and other current liabilities:
Fuel derivative contracts	$	(0.5	)	$	—		$	(0.5	)	$	—
Other liabilities:
Interest rate derivative contracts		(2.5	)		—			(2.5	)		—
Obligation to Rabbi Trust		(9.7	)		(9.7	)		—			—
Total liabilities	$	(12.7	)	$	(9.7	)	$	(3.0	)	$	—

Interest Rate Contracts

Derivative Instruments Gain Loss [Line Items]

Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges

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


	Three Months Ended December 31,
	2024		2023
Income (Loss) recognized in Other comprehensive income (loss)	$	13.1	$	(14.5	)
Net income reclassified from Accumulated other comprehensive income (loss) into Interest expense		2.0		2.9

Fuel Swap Contracts

Derivative Instruments Gain Loss [Line Items]

Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges

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


	Three Months Ended December 31,
	2024			2023
(Loss) recognized in Other comprehensive income (loss)	$	—		$	—
Net loss reclassified from Accumulated other comprehensive income (loss) into Cost of services provided		(0.4	)		—

Income Taxes (Tables)

3 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Summary of Income Tax (Benefit) and Effective Income Tax Rate

The following table summarizes the Company’s income tax (benefit) and effective income tax rate for the three months ended December 31, 2024 and 2023.


	Three Months Ended December 31,
	2024			2023
(Loss) before income taxes	$	(14.6	)	$	(22.1	)
Income tax (benefit)		(4.2	)		(5.7	)
Effective income tax rate		28.8	%		25.8	%

Equity-Based Compensation (Tables)

3 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Award Activity

A summary of the Company’s restricted stock award activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		107,000	$	14.66
Less: Forfeited		2,000	$	14.66
Outstanding at December 31, 2024		105,000	$	14.66

Schedule of Restricted Stock Unit Activity

A summary of the Company’s restricted stock unit activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		3,713,000	$	8.50
Granted		607,000	$	17.30
Less: Vested		841,000	$	8.58
Less: Forfeited		50,000	$	8.68
Outstanding at December 31, 2024		3,429,000	$	10.04

Summary of Stock Options Activity

A summary of the Company’s stock option activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Exercise Price per Share
Outstanding at September 30, 2024		3,036,000	$	19.37
Less: Exercised		71,000	$	14.16
Less: Forfeited		259,000	$	22.24
Outstanding at December 31, 2024		2,706,000	$	19.23
Vested and exercisable at December 31, 2024		2,321,000	$	18.99
Expected to vest after December 31, 2024		385,000	$	20.65

Summary of Company's Performance Stock Unit Activity

A summary of the Company’s performance stock unit activity for the three month period ended December 31, 2024 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		1,114,000	$	7.40
Granted		281,000	$	17.33
Outstanding at December 31, 2024		1,395,000	$	9.40

* Awards above presented assuming 100% attainment

Segments (Tables)

3 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Summary of Certain Financial Data For Each of Segments

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


	Three Months Ended December 31,
	2024			2023
Maintenance Services	$	409.3		$	442.3
Development Services		191.8			185.4
Eliminations		(1.9	)		(1.0	)
Net Service Revenues	$	599.2		$	626.7
Maintenance Services	$	41.7		$	8.6
Development Services		17.0			1.5
Capital Expenditures	$	58.7		$	10.1
Maintenance Services	$	34.6		$	31.4
Development Services		17.5			15.3
Segment Adjusted EBITDA(1)	$	52.1		$	46.7

(1)

Presented below is a reconciliation of (Loss) before income taxes to Segment Adjusted EBITDA:


	Three Months Ended December 31,
	2024			2023
Segment Adjusted EBITDA	$	52.1		$	46.7
Interest expense, net		14.2			17.1
Depreciation expense		30.4			25.6
Amortization expense		8.1			10.1
Business transformation and integration costs (a)		9.2			10.7
Equity-based compensation (b)		4.8			5.3
(Loss) before income taxes	$	(14.6	)	$	(22.1	)

(a)

(b)

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

(Loss) Per Share of Common Stock (Tables)

3 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Reconciliation of Numerator and Denominator for Basic and Diluted (Loss) Earnings Per Share Calculation

Set forth below is a reconciliation of the numerator and denominator for basic and diluted (loss) earnings per share calculation for the periods indicated:


	Three Months Ended December 31,
	2024			2023
Basic (Loss) per common share
Numerator:
Net (loss)	$	(10.4	)	$	(16.4	)
Less: dividends on Series A convertible preferred shares		(9.0	)		(8.9	)
Less: Earnings allocated to Convertible Preferred Shares		—			—
Net (loss) available to common shareholders	$	(19.4	)	$	(25.3	)

Denominator:
Weighted average number of common shares outstanding – basic		95,166,000			93,986,000

Basic (loss) per share	$	(0.20	)	$	(0.27	)

Diluted (loss) per common share
Numerator:
Net (loss) available to common shareholders – diluted	$	(19.4	)	$	(25.3	)

Denominator:
Weighted average number of common shares outstanding – basic		95,166,000			93,986,000
Dilutive effect of:
Stock compensation awards		—			—
Series A convertible preferred stock		—			—
Weighted average number of common shares outstanding – diluted		95,166,000			93,986,000

Diluted (loss) per share	$	(0.20	)	$	(0.27	)

Other Information:
Weighted average number of anti-dilutive Series A convertible preferred shares, options and restricted stock(a)		58,942,000			59,434,000

(a)

Weighted average number of anti-dilutive options is based upon the average closing price of the Company’s common stock on the NYSE for the period.

Business and Basis of Presentation - Additional Information (Details)	3 Months Ended
	Dec. 31, 2024 Segment
Accounting Policies [Abstract]
Number of reportable segments	2

Revenue - Additional Information (Details) $ in Millions	3 Months Ended
Revenue - Additional Information (Details) $ in Millions	Dec. 31, 2024 USD ($)
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligations, amount	$ 521.2
Contract with customer billed revenue	51.3
Contract with customer unbilled revenue additions	$ 10.5
Revenue, practical expedient, financing component	true
Minimum \| Maintenance Services
Disaggregation Of Revenue [Line Items]
Recurring annual contract period	1 year
Maximum \| Maintenance Services
Disaggregation Of Revenue [Line Items]
Recurring annual contract period	3 years

Revenue - Schedule of Reportable Segment Revenues, Disaggregated by Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Disaggregation Of Revenue [Line Items]
Net service revenues	$ 599.2	$ 626.7
Operating Segments \| Landscape Maintenance
Disaggregation Of Revenue [Line Items]
Net service revenues	376.9	402.6
Operating Segments \| Snow Removal
Disaggregation Of Revenue [Line Items]
Net service revenues	32.4	39.7
Operating Segments \| Maintenance Services
Disaggregation Of Revenue [Line Items]
Net service revenues	409.3	442.3
Operating Segments \| Development Services
Disaggregation Of Revenue [Line Items]
Net service revenues	191.8	185.4
Eliminations
Disaggregation Of Revenue [Line Items]
Net service revenues	$ (1.9)	$ (1.0)

Revenue - Additional Information (Details 1)	Dec. 31, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01
Disaggregation Of Revenue [Line Items]
Remaining performance obligations, percentage	61.00%
Remaining performance obligations, expected satisfaction period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-10-01
Disaggregation Of Revenue [Line Items]
Remaining performance obligations, percentage	39.00%
Remaining performance obligations, expected satisfaction period	12 months

Revenue - Schedule of Changes in Deferred Revenue (Details) $ in Millions	3 Months Ended
	Dec. 31, 2024 USD ($)
Revenue from Contract with Customer [Abstract]
Balance, September 30, 2024	$ 83.8
Recognition of revenue	(252.7)
Deferral of revenue	280.7
Balance, December 31, 2024	$ 111.8

Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
Receivables [Abstract]
Accounts receivable	$ 390.0	$ 415.2
Allowance for doubtful accounts	14.0	10.0
Amounts of retention on incomplete project	$ 64.8	$ 65.7

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
Property Plant And Equipment [Line Items]
Property and equipment	$ 952.6	$ 934.5
Less: Accumulated depreciation	552.3	542.6
Property and equipment, net	400.3	391.9
Land
Property Plant And Equipment [Line Items]
Property and equipment	42.9	42.9
Buildings and Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment	46.8	46.7
Operating Equipment
Property Plant And Equipment [Line Items]
Property and equipment	399.1	388.3
Transportation Vehicles
Property Plant And Equipment [Line Items]
Property and equipment	408.3	403.1
Office Equipment and Software
Property Plant And Equipment [Line Items]
Property and equipment	53.4	48.6
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment	$ 2.1	$ 4.9
Minimum \| Buildings and Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, Useful Life	2 years
Minimum \| Operating Equipment
Property Plant And Equipment [Line Items]
Property and equipment, Useful Life	2 years
Minimum \| Transportation Vehicles
Property Plant And Equipment [Line Items]
Property and equipment, Useful Life	3 years
Minimum \| Office Equipment and Software
Property Plant And Equipment [Line Items]
Property and equipment, Useful Life	3 years
Maximum \| Buildings and Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, Useful Life	40 years
Maximum \| Operating Equipment
Property Plant And Equipment [Line Items]
Property and equipment, Useful Life	7 years
Maximum \| Transportation Vehicles
Property Plant And Equipment [Line Items]
Property and equipment, Useful Life	7 years
Maximum \| Office Equipment and Software
Property Plant And Equipment [Line Items]
Property and equipment, Useful Life	10 years

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 30.4	$ 25.6

Intangible Assets, Goodwill, Acquisitions, and Divestitures - Additional Information (Details) $ in Millions		3 Months Ended		12 Months Ended
	Jan. 12, 2024 USD ($) Subsidiary	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2024 USD ($)
Finite Lived Intangible Assets [Line Items]
Amortization of intangible assets		$ 8.1	$ 10.1
Number of sale of fully owned subsidiaries \| Subsidiary	1
Cash consideration	$ 51.0
Intangible assets acquired		$ 0.0	$ 0.0
Selling, General and Administrative Expenses [Member]
Finite Lived Intangible Assets [Line Items]
Gain on sale of fully owned subsidiaries				$ 43.6

Intangible Assets, Goodwill, Acquisitions, and Divestitures - Schedule of Intangible Assets (Details) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 715.9	$ 715.9
Accumulated Amortization	(628.2)	(620.1)
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	715.9	715.9
Accumulated Amortization	$ (628.2)	$ (620.1)
Customer Relationships \| Minimum
Finite Lived Intangible Assets [Line Items]
Estimated Useful Life	6 years
Customer Relationships \| Maximum
Finite Lived Intangible Assets [Line Items]
Estimated Useful Life	21 years

Intangible Assets, Goodwill, Acquisitions, and Divestitures - Summary of Goodwill (Details) - USD ($)
$ in Millions

3 Months Ended

12 Months Ended

Dec. 31, 2024

Sep. 30, 2024

Goodwill [Line Items]

Beginning balance

$ 2,015.7

$ 2,021.4

Acquisitions

^[1]

(0.1)

0.1

Divestiture

(5.8)

Ending balance

2,015.6

2,015.7

Maintenance Services

Goodwill [Line Items]

Beginning balance

1,797.7

1,803.4

Acquisitions

^[1]

(0.1)

0.1

Divestiture

(5.8)

Ending balance

1,797.6

1,797.7

Development Services

Goodwill [Line Items]

Beginning balance

218.0

Acquisitions

^[1]

0.0

Divestiture

0.0

Ending balance

$ 218.0

[1]	The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period

Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
Debt Instrument [Line Items]
Financing costs, net	$ (5.9)	$ (6.5)
Total debt, net	796.5	802.5
Less: Current portion of long-term debt	0.0	0.0
Long-term debt, net	796.5	802.5
Series B Term Loan
Debt Instrument [Line Items]
Debt instruments net of original issue discount	733.0	732.8
Receivables Financing Agreement
Debt Instrument [Line Items]
Debt instruments net of original issue discount	$ 69.4	$ 76.2

Long-Term Debt - Additional Information (Details) - USD ($) $ in Millions						3 Months Ended
	Jan. 29, 2025	May 28, 2024	Aug. 28, 2023	Apr. 22, 2022	Dec. 18, 2013	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024	Jun. 27, 2024
Debt Instrument [Line Items]
Debt voluntary repayment						$ 8.4	$ 9.5
Debt borrowings during the period						1.6	0.5
Long-term debt, fair value						812.1		$ 812.4
Receivables Financing Agreement \| Wholly-owned Subsidiary
Debt Instrument [Line Items]
Credit agreement, maximum borrowing capacity									$ 325.0
Letters of credits, outstanding amount						82.7		82.7
Debt voluntary repayment						1.6	0.5
Debt borrowings during the period						8.4	9.5
SOFR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.50%
SOFR \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.50%
ABR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.50%
ABR \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.50%
Series B Term Loan \| SOFR \| Maximum \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.50%
Series B Term Loan \| SOFR \| Minimum \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.00%
Credit Agreement \| First Lien Credit Facility Term Loans
Debt Instrument [Line Items]
Credit agreement date					Dec. 18, 2013
Debt instrument, term					7 years
Credit agreement, maximum borrowing capacity					$ 1,460.0
Credit Agreement \| First Lien Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term					5 years
Credit agreement, maximum borrowing capacity					$ 210.0
Amended Credit Agreement
Debt Instrument [Line Items]
Debt borrowings during the period			$ 450.0
Amended Credit Agreement \| SOFR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		2.50%
Amended Credit Agreement \| ABR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.50%
Amended Credit Agreement \| First Lien Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term				5 years
Credit agreement, maximum borrowing capacity				$ 300.0
Amended Credit Agreement \| Series B Term Loan
Debt Instrument [Line Items]
Debt instrument, term				7 years
Credit agreement, maximum borrowing capacity				$ 1,200.0
Debt instrument, original discount				$ 12.0
Debt repayments						0.0	0.0
Debt instrument, maturity date				Apr. 22, 2029
Debt instrument, effective interest rate				3.42%
Previous Revolving Credit Facility \| First Lien Revolving Credit Facility
Debt Instrument [Line Items]
Credit agreement, maximum borrowing capacity				$ 260.0
Letters of credits, outstanding amount						0.0		$ 0.0
Revolving Credit Facility \| SOFR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				0.00%
Revolving Credit Facility \| ABR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				1.00%
Revolving Credit Facility \| ABR \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				1.50%
Revolving Credit Facility \| ABR \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				1.00%
Revolving Credit Facility \| First Lien Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term				5 years
Credit agreement, maximum borrowing capacity				$ 300.0
Debt repayments						$ 0.0	$ 0.0
Debt instrument, maturity date				Apr. 22, 2027
Revolving Credit Facility \| First Lien Revolving Credit Facility \| LIBOR [Member] \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				2.50%
Revolving Credit Facility \| First Lien Revolving Credit Facility \| LIBOR [Member] \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				2.00%

Long-Term Debt - Scheduled Maturities of Long-Term Debt (Details) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
Debt Disclosure [Abstract]
2025	$ 0.0
2026	0.0
2027	69.4
2028	0.0
2029	738.0
2030 and thereafter	0.0
Total long-term debt	807.4
Less: Current maturities	0.0	$ 0.0
Less: Original issue discount	5.0
Less: Financing costs	5.9
Total long-term debt, net	$ 796.5	$ 802.5

Fair Value Measurements and Derivative Instruments - Additional Information (Details) gal in Millions, $ in Millions	3 Months Ended
	Dec. 31, 2024 USD ($) gal	Sep. 30, 2024 USD ($)	Aug. 28, 2023 USD ($)	Jan. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Interest Rate Contracts
Derivative [Line Items]
Notional amount	$ 600.0	$ 600.0
Interest Rate Swaps
Derivative [Line Items]
Notional amount				$ 500.0	$ 500.0
Net deferred gain on interest rate swap net of taxes expected to be recognized over the next 12 months	$ 2.9
Interest Rate Collar Agreement
Derivative [Line Items]
Notional amount				$ 500.0
Terminated notional amount			$ 400.0
Fuel Contracts
Derivative [Line Items]
Notional volume \| gal	4.0
Maximum
Derivative [Line Items]
Percentage of participants compensation deferred	70.00%

Fair Value Measurements and Derivative Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
Carrying Value \| Other Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	$ 17.6	$ 9.7
Carrying Value \| Other Assets \| Interest Rate Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	8.7
Carrying Value \| Other Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	(9.1)	(12.7)
Carrying Value \| Other Liabilities \| Interest Rate Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities		(2.5)
Carrying Value \| Accrued Expenses and Other Current Liabilities \| Fuel Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	(0.2)	(0.5)
Investment Held by Rabbi Trust \| Carrying Value \| Other Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	8.9	9.7
Investment Held by Rabbi Trust \| Carrying Value \| Other Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	(8.9)	(9.7)
Level 1 \| Other Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	8.9	9.7
Level 1 \| Other Assets \| Interest Rate Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	0.0
Level 1 \| Other Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	(8.9)	(9.7)
Level 1 \| Other Liabilities \| Interest Rate Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities		0.0
Level 1 \| Accrued Expenses and Other Current Liabilities \| Fuel Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	0.0	0.0
Level 1 \| Investment Held by Rabbi Trust \| Other Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	8.9	9.7
Level 1 \| Investment Held by Rabbi Trust \| Other Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	(8.9)	(9.7)
Level 2 \| Other Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	8.7	0.0
Level 2 \| Other Assets \| Interest Rate Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	8.7
Level 2 \| Other Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	(0.2)	(3.0)
Level 2 \| Other Liabilities \| Interest Rate Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities		(2.5)
Level 2 \| Accrued Expenses and Other Current Liabilities \| Fuel Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	(0.2)	(0.5)
Level 2 \| Investment Held by Rabbi Trust \| Other Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	0.0	0.0
Level 2 \| Investment Held by Rabbi Trust \| Other Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	0.0	0.0
Level 3 \| Other Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	0.0	0.0
Level 3 \| Other Assets \| Interest Rate Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	0.0
Level 3 \| Other Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	0.0	0.0
Level 3 \| Other Liabilities \| Interest Rate Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities		0.0
Level 3 \| Accrued Expenses and Other Current Liabilities \| Fuel Derivative Contracts
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	0.0	0.0
Level 3 \| Investment Held by Rabbi Trust \| Other Assets
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets	0.0	0.0
Level 3 \| Investment Held by Rabbi Trust \| Other Liabilities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total liabilities	$ 0.0	$ 0.0

Fair Value Measurements and Derivative Instruments - Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges (Details) - Cash Flow Hedges - Designated - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Interest Rate Contracts
Derivative Instruments Gain Loss [Line Items]
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Interest Income (Expense), Operating	Interest Income (Expense), Operating
Income (Loss) recognized in Other comprehensive income (loss)	$ 13.1	$ (14.5)
Net income (loss) reclassified from Accumulated other comprehensive income (loss) into Interest expense	$ 2.0	$ 2.9
Fuel Contracts
Derivative Instruments Gain Loss [Line Items]
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Goods and Services Sold	Cost of Goods and Services Sold
Income (Loss) recognized in Other comprehensive income (loss)	$ 0.0	$ 0.0
Net income (loss) reclassified from Accumulated other comprehensive income (loss) into Interest expense	$ (0.4)	$ 0.0

Income Taxes - Summary of Income Tax (Benefit) and Effective Income Tax Rate (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
(Loss) before income taxes	$ (14.6)	$ (22.1)
Income tax (benefit)	$ (4.2)	$ (5.7)
Effective income tax rate	28.80%	25.80%

Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		12 Months Ended
	Nov. 18, 2024	Nov. 17, 2023	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024	Sep. 11, 2023	Mar. 10, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based compensation			$ 4.5	$ 5.1
Unrecognized compensation cost			$ 35.1		$ 30.6
Unamortized value of outstanding stock-based compensation, weighted average remaining life			1 year 3 months 18 days		1 year 2 months 12 days
Amended and Restated 2018 Omnibus Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares of common stock that may be issued							24,650,000
2023 Employment Inducement Incentive Award Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares of common stock that may be issued						1,750,000
ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares available for sale			2,100,000
Common stock shares issued	73,000	188,000
Restricted Stock Units (RSU) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period			4 years
Non-cash equity-based compensation expense over the requisite service period			$ 8.6
Stock options weighted average grant date fair value			$ 17.3
Performance stock unit awards vested			841,000
RSUs Forfeited			50,000
Common stock shares issued			607,000
Performance stock units issued			607,000
Weighted average distribution price per share of PSU			$ 17.3
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Non-cash equity-based compensation expense over the requisite service period			$ 4.1
Performance Shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average exercise price			$ 17.33
Performance stock unit awards vested			0
RSUs Forfeited			0
Performance stock units issued			281,000
Weighted average distribution price per share of PSU			$ 17.33
Performance Shares \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Performance Stock unit awards vesting rights percentage			0.00%
Performance Shares \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Performance Stock unit awards vesting rights percentage			200.00%

Equity-Based Compensation - Summary of Company's Restricted Stock Award Activity (Details)	3 Months Ended
	Dec. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted Average Exercise Price, Outstanding at September 30, 2024	$ 19.37
Forfeited, weighted average exercise price	22.24
Weighted Average Exercise Price, Outstanding at December 31, 2024	$ 19.23
Restricted Stock Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance, Outstanding \| shares	107,000
Forfeited \| shares	2,000
Ending balance, Outstanding \| shares	105,000
Weighted Average Exercise Price, Outstanding at September 30, 2024	$ 14.66
Forfeited, weighted average exercise price	14.66
Weighted Average Exercise Price, Outstanding at December 31, 2024	$ 14.66

Equity-Based Compensation - Summary of Company's Restricted Stock Unit Activity (Details)	3 Months Ended
	Dec. 31, 2024 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted Average Exercise Price, Outstanding at September 30, 2024	$ 19.37
Forfeited, weighted average exercise price	22.24
Weighted Average Exercise Price, Outstanding at December 31, 2024	$ 19.23
Restricted Stock Units (RSU) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning balance, Outstanding \| shares	3,713,000
Granted \| shares	607,000
Vested \| shares	841,000
Forfeited \| shares	50,000
Ending balance, Outstanding \| shares	3,429,000
Weighted Average Exercise Price, Outstanding at September 30, 2024	$ 8.5
Granted, weighted average exercise price	17.3
Vested, weighted average exercise price	8.58
Forfeited, weighted average exercise price	8.68
Weighted Average Exercise Price, Outstanding at December 31, 2024	$ 10.04

Equity-Based Compensation - Summary of Company's Stock Options Activity (Details)	3 Months Ended
	Dec. 31, 2024 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Outstanding at September 30, 2024 \| shares	3,036,000
Exercised \| shares	71,000
Forfeited \| shares	259,000
Outstanding at December 31, 2024 \| shares	2,706,000
Stock option vested and exercisable upon issuance \| shares	2,321,000
Expected to vest after December 31, 2024 \| shares	385,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Weighted Average Exercise Price, Outstanding at September 30, 2024 \| $ / shares	$ 19.37
Exercised, weighted average exercise price \| $ / shares	14.16
Forfeited, weighted average exercise price \| $ / shares	22.24
Weighted Average Exercise Price, Outstanding at December 31, 2024 \| $ / shares	19.23
Weighted Average Exercise Price, Vested and Exercisable at December 31, 2024 \| $ / shares	18.99
Weighted Average Exercise Price, Expected to vest after December 31, 2024 \| $ / shares	$ 20.65

Equity-Based Compensation - Summary of Company's Performance Stock Unit Activity (Details)	3 Months Ended
	Dec. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted Average Exercise Price, Outstanding at September 30, 2024	$ 19.37
Weighted Average Exercise Price, Outstanding at December 31, 2024	$ 19.23
Performance Shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance, Outstanding \| shares	1,114,000
Granted \| shares	281,000
Ending balance, Outstanding \| shares	1,395,000
Weighted Average Exercise Price, Outstanding at September 30, 2024	$ 7.4
Granted, weighted average exercise price	17.33
Weighted Average Exercise Price, Outstanding at December 31, 2024	$ 9.4

Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2024	Sep. 30, 2024
Commitments And Contingencies [Line Items]
Reserve for unpaid and incurred but not reported claims, amount	$ 172.5	$ 165.6
Reserve for unpaid and incurred but not reported claims, classified in current liabilities	51.9	52.8
Reserve for unpaid and incurred but not reported claims, classified in non-current liabilities	120.6	112.8
Claims recoverable from third party insurance carriers	18.2	13.4
Other Current Assets
Commitments And Contingencies [Line Items]
Claims recoverable from third party insurance carriers	5.1	4.0
Other Assets
Commitments And Contingencies [Line Items]
Claims recoverable from third party insurance carriers	$ 13.1	$ 9.4

Segments - Additional Information (Details)	3 Months Ended
Segments - Additional Information (Details)	Dec. 31, 2024 Segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

Segments - Summary of Certain Financial Data For Each of Segments (Details) - USD ($)
$ in Millions

3 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Segment Reporting Information [Line Items]

Net Service Revenues

$ 599.2

$ 626.7

Capital Expenditures

58.7

10.1

Segment Adjusted EBITDA

^[1]

52.1

46.7

Interest expense, net

14.2

17.1

Depreciation expense

30.4

25.6

Amortization expense

8.1

10.1

Business transformation and integration costs

9.2

10.7

Equity-based compensation

^[2]

4.8

5.3

(Loss) before income taxes

(14.6)

(22.1)

Operating Segments | Maintenance Services

Segment Reporting Information [Line Items]

Net Service Revenues

409.3

442.3

Capital Expenditures

41.7

8.6

Segment Adjusted EBITDA

34.6

31.4

Operating Segments | Development Services

Segment Reporting Information [Line Items]

Net Service Revenues

191.8

185.4

Capital Expenditures

17.0

1.5

Segment Adjusted EBITDA

17.5

15.3

Eliminations

Segment Reporting Information [Line Items]

Net Service Revenues

$ (1.9)

$ (1.0)

[1]	Presented below is a reconciliation of (Loss) before income taxes to Segment Adjusted EBITDA:
[2]	Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding.

Mezzanine Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 17, 2024	Dec. 31, 2024	Sep. 30, 2024	Aug. 28, 2023
Class of Stock [Line Items]
Preferred stock, issued		0	0
Preferred stock, par value		$ 0.01	$ 0.01
Series A Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, issued		500,000	500,000	500,000
Preferred stock, par value		$ 0.01	$ 0.01	$ 0.01
Aggregate purchase price				$ 500
Cash dividend	$ 9.0

(Loss) Per Share of Common Stock - Reconciliation of Numerator and Denominator for Basic and Diluted (Loss) Earnings Per Share Calculation (Details) - USD ($)
$ / shares in Units, $ in Millions

3 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Income (Loss)

$ (10.4)

$ (16.4)

Less: dividends on Series A convertible preferred shares

(9.0)

(8.9)

Less: Earnings allocated to Convertible Preferred Shares

0.0

Net (loss) available to common shareholders

$ (19.4)

$ (25.3)

Weighted average number of common shares outstanding - basic

95,166,000

93,986,000

Basic (loss) per share

$ (0.2)

$ (0.27)

Net (loss) available to common shareholders - diluted

$ (19.4)

$ (25.3)

Stock compensation awards

Weighted average number of common shares outstanding - diluted

95,166,000

93,986,000

Diluted (loss) per share

$ (0.2)

$ (0.27)

Weighted average number of anti-dilutive Series A convertible preferred shares, options and restricted stock(a)

^[1]

58,942,000

59,434,000

[1]	Weighted average number of anti-dilutive options is based upon the average closing price of the Company’s common stock on the NYSE for the period.

Subsequent Events - Additional Information (Details)	Jan. 29, 2025	May 28, 2024
SOFR
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate		0.50%
ABR
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate		1.50%
Subsequent Event \| SOFR
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	0.50%
Subsequent Event \| ABR
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	1.50%
Subsequent Event \| Series B Term Loan \| Base Rate \| Minimum
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	1.00%
Subsequent Event \| Series B Term Loan \| Base Rate \| Maximum
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	1.50%
Subsequent Event \| Series B Term Loan \| SOFR \| Minimum
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	2.00%
Subsequent Event \| Series B Term Loan \| SOFR \| Maximum
Subsequent Event [Line Items]
Debt instrument, basis spread on variable rate	2.50%

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