BrightView Holdings Inc
For the period ended Jun 30, 2024. Filed Jul 31, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Jul 31, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-01.
0000950170-24-051292
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-07-31.
0000950170-24-088585
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 161 previous paragraphs and 163 current paragraphs.
107 unchanged; 42 reworded; 14 added; 10 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Gain on divestiture
Current report
Other Expense (Income)
Current report
Net service revenues for the three months ended June 30, 2024 decreased $27.2 million, or 3.6%, to $738.8 million, from $766.0 million in the 2023 period. The decrease was driven by a decrease in Maintenance Services revenues of $39.9 million, partially offset by an increase in Development Services revenues of $11.6 million as discussed further below in Segment Results.
Current report
Gross profit for the three months ended June 30, 2024 decreased $21.0 million, or 10.6%, to $177.6 million, from $198.6 million in the 2023 period. Gross margin decreased 190 basis points, to 24.0%, in the three months ended June 30, 2024, from 25.9% in the comparable 2023 period. The decreases in gross profit and gross margin were primarily driven by the decrease in Net Services revenues coupled with increased labor costs. Partially offsetting this was lower subcontractor costs resulting from our strategic reduction in non-core businesses.
Current report
Other Expense (Income)
Current report
Net Income
Current report
Adjusted Net Income
Current report
Nine Months Ended June 30, 2024 compared to Nine Months Ended June 30, 2023
Current report
Gain on divestiture
Current report
Other income was $1.5 million for the nine months ended June 30, 2024 compared to $2.1 million in the 2023 period. The decrease of $0.6 million was driven principally the loss on debt extinguishment.
Current report
Adjusted Net Income
Current report
Represents losses on the extinguishment of debt related to Amendment No. 8 to the Credit Agreement and includes the write-off of deferred finance fees and original issue discount.
Current report
(h)
Current report
Segment Adjusted EBITDA for the three months ended June 30, 2024 increased $7.0 million, to $31.1 million, compared to the 2023 period. Segment Adjusted EBITDA Margin increased 270 basis points, to 14.5% for the three months ended June 30, 2024, from 11.8% 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 combined with decreased labor costs associated with the mix of projects.
Removed paragraphs (10)
Previous report
Net service revenues for the three months ended March 31, 2024 increased $22.5 million, or 3.5%, to $672.9 million, from $650.4 million in the 2023 period. The increase was driven by increases in Maintenance Services revenues of $12.7 million and Development Services revenues of $8.8 million as discussed further below in Segment Results.
Previous report
Gross profit for the three months ended March 31, 2024 increased $4.9 million, or 3.3%, to $152.0 million, from $147.1 million in the 2023 period. Gross margin remained flat at 22.6%, in the three months ended March 31, 2024, and the comparable 2023 period. The increase in gross profit is driven by the increase net service revenues described above.
Previous report
Other (Income)
Previous report
Adjusted Net Income (Loss)
Previous report
Six Months Ended March 31, 2024 compared to Six Months Ended March 31, 2023
Previous report
Other Income
Previous report
Other income was $1.9 million for the six months ended March 31, 2024 compared to income of $1.4 million in the 2023 period. The increase of $0.5 million was driven principally by changes in the value of investments held in the Rabbi Trust.
Previous report
Net Income (Loss)
Previous report
Adjusted Net Income (Loss)
Previous report
Segment Adjusted EBITDA for the three months ended March 31, 2024 increased by $14.8 million to $66.5 million from $51.7 million in the 2023 period. Segment Adjusted EBITDA Margin increased 260 basis points, to 13.0%, in the three months ended March 31, 2024, from 10.4% in the 2023 period. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were principally driven by the increase in revenues described above and lower labor costs resulting from the Company's cost management initiatives.
Reworded paragraphs (42)
Previous wording
Other (income) consists primarily of investment gains related to investments held in Rabbi Trust.
Current wording
Other expense (income) consists primarily of investment gains related to investments held in Rabbi Trust.
Previous wording
In addition to our organic growth, we have grown, and expect to continue to grow, our business through acquisitions in an effort to better service our existing customers and to attract new customers. These acquisitions have allowed us to execute our “strong-on-strong” acquisition strategy in which we focus on increasing our density and leadership positions in existing local markets, entering into attractive new geographic markets and expanding our portfolio of landscape enhancement services and improving technical capabilities in specialized services. As we continue to selectively pursue acquisitions that complement our “strong-on-strong” acquisition strategy, we believe we are the acquirer of choice in the highly fragmented commercial landscaping industry because we offer the ability to leverage our significant size and scale, as well as provide stable and potentially expanding career opportunities for employees of acquired businesses. In accordance with GAAP, the results of the acquisitions we have completed are reflected in our consolidated financial statements from the date of acquisition. We incur transaction costs in connection with identifying and completing acquisitions and ongoing integration costs as we integrate acquired companies and seek to achieve synergies. During the six months ended March 31, 2024, the Company incurred $2.1 million of integration costs related to acquisitions completed prior to fiscal 2024. While 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, fleet and uniform rebranding costs and adjustments to performance-based contingent consideration. We typically anticipate integration costs to represent approximately 7%-9% of the acquisition price, and to be incurred within 12 months of acquisition completion.
Current wording
In addition to our organic growth, we have grown, and expect to continue to grow, our business through acquisitions in an effort to better service our existing customers and to attract new customers. These acquisitions have allowed us to execute our “strong-on-strong” acquisition strategy in which we focus on increasing our density and leadership positions in existing local markets, entering into attractive new geographic markets and expanding our portfolio of landscape enhancement services and improving technical capabilities in specialized services. As we continue to selectively pursue acquisitions that complement our “strong-on-strong” acquisition strategy, we believe we are the acquirer of choice in the highly fragmented commercial landscaping industry because we offer the ability to leverage our significant size and scale, as well as provide stable and potentially expanding career opportunities for employees of acquired businesses. In accordance with GAAP, the results of the acquisitions we have completed are reflected in our consolidated financial statements from the date of acquisition. We incur transaction costs in connection with identifying and completing acquisitions and ongoing integration costs as we integrate acquired companies and seek to achieve synergies. During the nine months ended June 30, 2024, the Company incurred $(0.5) million of integration costs related to acquisitions completed prior to fiscal 2024. While 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, fleet and uniform rebranding costs and adjustments to performance-based contingent consideration. We typically anticipate integration costs to represent approximately 7%-9% of the acquisition price, and to be incurred within 12 months of acquisition completion.
Previous wording
Selling, general and administrative expense for the three months ended March 31, 2024 decreased $13.7 million, or 9.9%, to $125.0 million, from $138.7 million in the 2023 period. As a percentage of revenue, Selling, general and administrative expense decreased 270 basis points for the three months ended March 31, 2024 to 18.6%, from 21.3% in the 2023 period. The decrease was driven principally by lower labor related costs and professional fees as a result of the Company's cost management initiatives.
Current wording
Selling, general and administrative expense for the three months ended June 30, 2024 decreased $16.5 million, or 12.1%, to $120.1 million, from $136.6 million in the 2023 period. As a percentage of revenue, Selling, general and administrative expense decreased 150 basis points for the three months ended June 30, 2024 to 16.3%, from 17.8% in the 2023 period. The decrease was driven by lower labor related costs as a result of the company's cost management initiatives.
Previous wording
Amortization expense for the three months ended March 31, 2024 decreased $2.3 million, or 20.9%, to $8.7 million, from $11.0 million in the 2023 period. The decrease was principally due to a $0.9 million decrease in the amortization of historical intangible assets recognized in connection with the KKR Acquisition and the ValleyCrest Acquisition, based on the pattern consistent with expected future cash flows calculated at that time, combined with a $1.3 million decrease in amortization expense for intangible assets recognized in connection with our acquired businesses subsequent to the ValleyCrest Acquisition.
Current wording
Amortization expense for the three months ended June 30, 2024 decreased $2.2 million, or 20.4%, to $8.6 million, from $10.8 million in the 2023 period. The decrease was principally due to a $1.0 million decrease in the amortization of historical intangible assets recognized in connection with the KKR Acquisition and the ValleyCrest Acquisition, based on the pattern consistent with expected future cash flows calculated at that time, combined with a $1.2 million decrease in amortization expense for intangible assets recognized in connection with our acquired businesses subsequent to the ValleyCrest Acquisition.
Previous wording
Other income was $0.8 million for the three months ended March 31, 2024 compared $0.6 million in the 2023 period. The increase of $0.2 million was driven principally by the change in value of investments held in the Rabbi Trust.
Current wording
Other expense was $0.5 million for the three months ended June 30, 2024 compared to income of $0.6 million in the 2023 period. The increase of $1.1 million was driven principally by the loss on debt extinguishment combined with the change in value of investments held in the Rabbi Trust.
Previous wording
Interest expense, net for the three months ended March 31, 2024 decreased $11.7 million, or 42.2%, to $16.0 million, from $27.7 million in the 2023 period. The decrease was driven by lower interest expense as a result of the decrease in the long-term debt balance combined with an increase in interest income associated with the increase in cash and cash equivalents balance.
Current wording
Interest expense, net for the three months ended June 30, 2024 decreased $12.3 million, or 44.9%, to $15.1 million, from $27.4 million in the 2023 period. The decrease was driven by lower interest expense as a result of the decrease in the long-term debt balance combined with an increase in interest income associated with the increase in cash and cash equivalents balance.
Previous wording
For the three months ended March 31, 2024, Income tax expense was $13.3 million, compared to income tax benefit of $7.7 million in the 2023 period. The increase was primarily attributable to the increase in pre-tax book income from the gain on divestiture of U.S. Lawns as well as the distribution of pre-tax earnings across legal entities.
Current wording
For the three months ended June 30, 2024, Income tax expense was $9.9 million compared to $7.6 million in the 2023 period. The increase was primarily attributable to the distribution of pre-tax earnings across legal entities.
Previous wording
For the three months ended March 31, 2024, Net income was $33.7 million, compared to Net loss of $22.0 million in the 2023 period due to the changes noted above. Net income as a percentage of revenue was 5.0% for the three months ended March 31, 2024. Net loss as a percentage of revenue was 3.4% for the three months ended March 31, 2023.
Current wording
For the three months ended June 30, 2024, Net income was $23.5 million compared to $16.8 million in the 2023 period due to the changes noted above. Net income as a percentage of revenue was 3.2% for the three months ended June 30, 2024, compared to 2.2% for the three months ended June 30, 2023.
Previous wording
Adjusted EBITDA increased $18.0 million for the three months ended March 31, 2024, to $64.8 million, from $46.8 million in the 2023 period. Adjusted EBITDA as a percentage of revenue was 9.6% and 7.2% for the three months ended March 31, 2024 and 2023, respectively. The increase in Adjusted EBITDA was primarily driven by an increase of $14.8 million, or 28.6% in Maintenance Services Segment Adjusted EBITDA, combined with an increase of $1.3 million, or 9.9% in Development Services Segment Adjusted EBITDA, as discussed further below in Segment Results.
Current wording
Adjusted EBITDA increased $6.1 million for the three months ended June 30, 2024, to $107.9 million, from $101.8 million in the 2023 period. Adjusted EBITDA as a percentage of revenue was 14.6% and 13.3% for the three months ended June 30, 2024 and 2023, respectively. The increase in Adjusted EBITDA was primarily driven by an increase of $7.0 million, or 29.0%, in Development Services Segment Adjusted EBITDA, combined with an decrease of $4.7 million, or 5.0%, in Maintenance Services Segment Adjusted EBITDA, as discussed further below in Segment Results.
Previous wording
Adjusted Net Income for the three months ended March 31, 2024 increased $23.6 million to $16.9 million, from a loss of $6.7 million in the 2023 period due to the changes noted above.
Current wording
Adjusted Net Income for the three months ended June 30, 2024 increased $6.9 million to $48.3 million, from $41.4 million in the 2023 period due to the changes noted above.
Previous wording
Net service revenues for the six months ended March 31, 2024 decreased $6.7 million, or 0.5%, to $1,299.6 million, from $1,306.3 million in the 2023 period. The decrease was driven by a decrease in Maintenance Services revenues of $28.3 million which was partially offset by an increase in Development Services revenues of $19.8 million as discussed further below in Segment Results.
Current wording
Net service revenues for the nine months ended June 30, 2024 decreased $33.9 million, or 1.6%, to $2,038.4 million, from $2,072.3 million in the 2023 period. The decrease was driven by a decrease in Maintenance Services revenues of $68.2 million which was partially offset by an increase in Development Services revenues of $31.5 million.
Previous wording
Gross profit for the six months ended March 31, 2024 decreased $8.8 million, or 3.0%, to $285.9 million, from $294.7 million in the 2023 period. Gross margin decreased 60 basis points, to 22.0%, in the six months ended March 31, 2024, from 22.6% in the 2023 period. The decreases in gross profit and gross margin were driven by the decrease in Maintenance Services revenues as well as the increase in labor costs associated with the mix of projects relative to the prior year. Partially offsetting this was a reduction of material costs and equipment-related costs versus the prior period, associated with the mix of projects.
Current wording
Gross profit for the nine months ended June 30, 2024 decreased $29.9 million, or 6.1%, to $463.4 million, from $493.3 million in the 2023 period. Gross margin decreased 110 basis points, to 22.7%, in the nine months ended June 30, 2024, from 23.8% in the 2023 period. The decreases in gross profit and gross margin were primarily driven by the decrease in net services revenues coupled with increased labor costs. Partially offsetting this was lower subcontractor costs as a result of our strategic reduction in non-core businesses.
Previous wording
Selling, general and administrative expense for the six months ended March 31, 2024 decreased $21.4 million, or 7.7%, to $255.0 million, from $276.4 million in the 2023 period. As a percentage of revenue, Selling, general and administrative expense decreased 160 basis points for the six months ended March 31, 2024 to 19.6%, from 21.2% in the 2023 period. The decrease was driven principally by lower labor-related costs resulting from the Company's cost management initiatives, offset by an increase in business transformation and integration costs during the period.
Current wording
Selling, general and administrative expense for the nine months ended June 30, 2024 decreased $38.0 million, or 9.2%, to $375.0 million, from $413.0 million in the 2023 period. As a percentage of revenue, Selling, general and administrative expense decreased 150 basis points for the nine months ended June 30, 2024 to 18.4%, from 19.9% in the 2023 period. The decrease was driven primarily by decreases in compensation-related costs as a result of cost cutting measures.
Previous wording
Gain on divestiture for the three months ended March 31, 2024 was $43.9 million which consisted of the realized gain on sale and transaction related expenses from the divestiture of U.S. Lawns on January 12, 2024.
Current wording
Gain on divestiture for the nine months ended June 30, 2024 was $44.0 million which consisted of the realized gain on sale and transaction related expenses from the divestiture of U.S. Lawns on January 12, 2024.
Previous wording
Amortization expense for the six months ended March 31, 2024 decreased $4.1 million, or 17.9%, to $18.8 million, from $22.9 million in the 2023 period. The decrease was due to a $2.0 million decrease in the amortization of historical intangible assets recognized in connection with the KKR Acquisition and the ValleyCrest Acquisition, based on the pattern consistent with expected future cash flows calculated at that time, combined with a $2.1 million decrease in amortization expense for intangible assets recognized in connection with our acquired businesses subsequent to the ValleyCrest Acquisition.
Current wording
Amortization expense for the nine months ended June 30, 2024 decreased $6.3 million, or 18.7%, to $27.4 million, from $33.7 million in the 2023 period. The decrease was due to a $3.0 million decrease in the amortization of historical intangible assets recognized in connection with the KKR Acquisition and the ValleyCrest Acquisition, based on the pattern consistent with expected future cash flows calculated at that time, combined with a $3.3 million decrease in amortization expense for intangible assets recognized in connection with our acquired businesses subsequent to the ValleyCrest Acquisition.
Previous wording
Interest expense for the six months ended March 31, 2024 decreased $17.9 million, or 35.2%, to $33.0 million, from $50.9 million in the 2023 period. The decrease was driven principally by lower interest expense as a result of the decrease in the long-term debt balance combined with an increase in interest income associated with the increase in the cash and cash equivalents balance.
Current wording
Interest expense for the nine months ended June 30, 2024 decreased $30.1 million, or 38.4%, to $48.2 million, from $78.3 million in the 2023 period. The decrease was driven principally by lower interest expense as a result of the decrease in the long-term debt balance combined with an increase in interest income associated with the increase in the cash and cash equivalents balance.
Previous wording
Income tax expense for the six months ended March 31, 2024, was $7.6 million, compared to income tax benefit of $13.2 million in the 2023 period. The increase was primarily attributable to the increase in pre-tax book income from the gain on divestiture of the U.S. Lawns subsidiary as well as the distribution of pre-tax earnings across legal entities.
Current wording
Income tax expense for the nine months ended June 30, 2024, was $17.5 million compared to income tax benefit of $5.5 million in the 2023 period. The increase was primarily attributable to the increase in pre-tax book income from the gain on sale of the U.S. Lawns subsidiary as well as the distribution of pre-tax earnings across legal entities.
Previous wording
For the six months ended March 31, 2024, Net income was $17.3 million, compared to net loss of $40.9 million in the 2023 period due to the changes noted above. Net income as a percentage of revenue was 1.3% for the six months ended March 31, 2024 compared to net loss as a percentage of revenue of 3.1% in the 2023 period.
Current wording
For the nine months ended June 30, 2024, Net income was $40.8 million compared to net loss of $24.1 million in the 2023 period due to the changes noted above. Net income as a percentage of revenue was 2.0% for the nine months ended June 30, 2024 compared to net loss as a percentage of revenue of 1.2% in the 2023 period.
Previous wording
Adjusted EBITDA increased $16.2 million for the six months ended March 31, 2024, to $111.5 million, from $95.3 million in the 2023 period. Adjusted EBITDA as a percentage of revenue was 8.6% and 7.3% for the six months ended March 31, 2024 and 2023, respectively. The increase in Adjusted EBITDA was primarily driven by an increase of $6.3 million, or 6.2% in Maintenance Services Segment Adjusted EBITDA, combined with an increase of $4.4 million, or 14.9% in Development Services Segment Adjusted EBITDA, as discussed further below in Segment Results.
Current wording
Adjusted EBITDA increased $22.4 million for the nine months ended June 30, 2024, to $219.5 million, from $197.1 million in the 2023 period. Adjusted EBITDA as a percentage of revenue was 10.8% and 9.5% for the nine months ended June 30, 2024 and 2023, respectively. The increase in Adjusted EBITDA was primarily driven by an increase of $11.5 million, or 21.5% in Development Services Segment Adjusted EBITDA, combined with an increase of $1.6 million, or 0.8%, in Maintenance Services Segment Adjusted EBITDA, as discussed further below in Segment Results.
Previous wording
Adjusted Net Income for the six months ended March 31, 2024 increased $28.0 million to $20.0 million, from Adjusted Net Loss of $8.0 million in the 2023 period due to the changes noted above.
Current wording
Adjusted Net Income for the nine months ended June 30, 2024 increased $34.6 million to $68.1 million, from $33.5 million in the 2023 period due to the changes noted above.
Previous wording
In addition to our GAAP financial measures, we review various non-GAAP financial measures including Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Share (“Adjusted EPS”) and Free Cash Flow.
Current wording
In addition to our GAAP financial measures, we review various non-GAAP financial measures including Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings per Share (“Adjusted EPS”) and Free Cash Flow.
Previous wording
We believe that Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted EPS are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuations from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. Adjusted Net Income (Loss) is defined as net income (loss) including interest and depreciation and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions and the removal of the discrete tax items. Adjusted EPS is defined as Adjusted Net Income (Loss) divided by the Adjusted Weighted Average Number of Common Shares Outstanding. We define Adjusted Weighted Average Number of Common Shares Outstanding as the weighted average number of common shares outstanding used in the calculation of basic earnings per share plus 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 Income (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.
Current wording
We believe that Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuations from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. Adjusted Net Income is defined as net income (loss) including interest and depreciation and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions and the removal of the discrete tax items. Adjusted EPS is defined as Adjusted Net Income divided by the Adjusted Weighted Average Number of Common Shares Outstanding. We define Adjusted Weighted Average Number of Common Shares Outstanding as the weighted average number of common shares outstanding used in the calculation of basic earnings per share plus 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 Income and Adjusted EPS are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future.
Previous wording
Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted EPS and Free Cash Flow are not recognized terms under GAAP and should not be considered as an alternative to net income (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.
Current wording
Adjusted EBITDA, Adjusted Net Income, Adjusted EPS and Free Cash Flow are not recognized terms under GAAP and should not be considered as an alternative to net income (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.
Previous wording
Set forth below are the reconciliations of net income (loss) to Adjusted EBITDA and Adjusted Net Income (Loss), and cash flows from operating activities to Free Cash Flow. Adjusted EPS is defined as Adjusted Net Income (Loss) (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 “Earnings (Loss) Per Share of Common Stock” in the Notes to our unaudited consolidated financial statements.
Current wording
Set forth below are the reconciliations of net income (loss) to Adjusted EBITDA and Adjusted Net Income, and cash flows from operating activities to Free Cash Flow. Adjusted EPS is defined as Adjusted Net Income (shown below) divided by the Adjusted Weighted Average Number of Common Shares Outstanding for the period used in the calculation of basic EPS which is presented in Note 14 “Earnings (Loss) Per Share of Common Stock” in the Notes to our unaudited consolidated financial statements.
Previous wording
Represents the tax effect of pre-tax items excluded from Adjusted Net Income (Loss) and the removal of the applicable discrete tax items, which collectively result in a reduction of income tax expense (benefit). The tax effect of pre-tax items excluded from Adjusted Net Income (Loss) 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.
Current wording
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 expense (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.
Previous wording
Maintenance Services net service revenues for the three months ended March 31, 2024 increased by $12.7 million, or 2.6%, from the 2023 period. The increase was principally driven by a $34.3 million increase in snow removal services revenue, primarily due to lower snowfall in the prior period 1. Partially offsetting this was a decrease of $21.6 million, or 6.0%, in underlying commercial landscape services, underpinned by strategic reductions of non-core businesses and reduced ancillary services.
Current wording
Maintenance Services net service revenues for the three months ended June 30, 2024 decreased by $39.9 million, or 7.1%, from the 2023 period. The decrease was principally driven by a reduction in underlying commercial landscape services, underpinned by strategic reductions of non-core businesses and reduced ancillary services.
Previous wording
Segment Adjusted EBITDA for the three months ended March 31, 2024 increased $1.3 million, to $14.4 million, compared to the 2023 period. Segment Adjusted EBITDA Margin increased 40 basis points, to 8.8% for the three months ended March 31, 2024, from 8.4% 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.
Current wording
Segment Adjusted EBITDA for the three months ended June 30, 2024 decreased by $4.7 million to $89.3 million from $94.0 million in the 2023 period. Segment Adjusted EBITDA Margin increased 40 basis points, to 17.0%, in the three months ended June 30, 2024, from 16.6% in the 2023 period. The decrease in Segment Adjusted EBITDA was principally driven by the decrease in revenues described above. The increase in Segment Adjusted EBITDA Margin was 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.
Previous wording
Development Services net service revenues for the three months ended March 31, 2024 increased $8.8 million, or 5.7%, compared to the 2023 period. The increase was driven by an increase in Development Services project volumes.
Current wording
Development Services net service revenues for the three months ended June 30, 2024 increased $11.6 million, or 5.7%, compared to the 2023 period. The increase was driven by an increase in Development Services project volumes.
Previous wording
Segment Results for the Six Months Ended March 31, 2024 and 2023
Current wording
Segment Results for the Nine Months Ended June 30, 2024 and 2023
Previous wording
The following tables present Net service revenues, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin for each of our segments for the six months ended March 31, 2024 and 2023. Changes in Segment Adjusted EBITDA Margin are shown in basis points, or bps.
Current wording
The following tables present Net service revenues, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin for each of our segments for the nine months ended June 30, 2024 and 2023. Changes in Segment Adjusted EBITDA Margin are shown in basis points, or bps.
Previous wording
Maintenance Services net service revenues for the six months ended March 31, 2024 decreased by $28.3 million, or 2.9%, from the 2023 period. The decrease was principally driven by a $40.4 million, or 5.2%, decrease in underlying commercial landscape services, largely underpinned by a decline in our Ancillary services business. This was partially offset by a $12.1 million increase in snow removal services revenue, primarily due to higher snowfall than in the prior period 1.
Current wording
Maintenance Services net service revenues for the nine months ended June 30, 2024 decreased by $68.2 million, or 4.4%, from the 2023 period. The decrease was driven by a $79.5 million, or 5.9%, decrease in underlying commercial landscape services, largely underpinned by strategic reductions in our non-core businesses, as well as decline in our Ancillary services business. This was partially offset by a $11.3 million increase in snow removal services revenue, primarily due to higher snowfall than in the prior period.1.
Previous wording
Segment Adjusted EBITDA for the six months ended March 31, 2024 increased by $6.3 million to $108.5 million from $102.2 million in the 2023 period. Segment Adjusted EBITDA Margin increased 100 basis points, to 11.4%, in the six months ended March 31, 2024, from 10.4% in the 2023 period. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were principally driven by lower labor costs resulting from the Company's cost management initiatives partially offset by the decreased in Maintenance Services Segment revenue described above.
Current wording
Segment Adjusted EBITDA for the nine months ended June 30, 2024 increased by $1.6 million to $197.8 million from $196.2 million in the 2023 period. Segment Adjusted EBITDA Margin increased 70 basis points, to 13.4%, in the nine months ended June 30, 2024, from 12.7% in the 2023 period. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were principally driven by lower labor costs as a result of the Company's cost management initiatives, partially offset by the decrease in maintenance services revenue described above and increased landscape services labor costs.
Previous wording
Development Services net service revenues for the six months ended March 31, 2024 increased $19.8 million, or 6.0%, compared to the 2023 period. The increase was principally driven by an increase in Development Services project volumes.
Current wording
Development Services net service revenues for the nine months ended June 30, 2024 increased $31.5 million, or 5.9%, compared to the 2023 period. The increase was principally driven by an increase in Development Services project volumes.
Previous wording
1 As defined by the National Oceanic Atmospheric Administration, U.S. Department of Commerce (“NOAA”) for the Company's footprint during the respective three-month periods
Current wording
1 As defined by the National Oceanic Atmospheric Administration, U.S. Department of Commerce (“NOAA”) for the Company's footprint during the respective nine-month periods
Previous wording
Segment Adjusted EBITDA for the six months ended March 31, 2024 increased $4.4 million, to $34.0 million, compared to the 2023 period. Segment Adjusted EBITDA Margin increased 70 basis points, to 9.7% for the period from 9.0% 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 coupled with savings primarily from the Company's cost management initiatives.
Current wording
Segment Adjusted EBITDA for the nine months ended June 30, 2024 increased $11.5 million, to $65.1 million, compared to the 2023 period. Segment Adjusted EBITDA Margin increased 140 basis points, to 11.5% for the period from 10.1% 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 coupled with savings primarily from the Company's cost management initiatives.
Previous wording
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.
Current wording
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.
Previous wording
The Company is party to the Credit Agreement, a five-year revolving credit facility that, pursuant to the Amendment Agreement, 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.
Current wording
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.
Previous wording
Net cash provided by operating activities for the six months ended March 31, 2024 increased $54.5 million, to $109.5 million, from $55.0 million in the 2023 period. This increase was due to increases in cash provided by accounts receivable and unbilled and deferred revenue and an increase in net income. This was partially offset by a decrease in cash provided by other operating assets and an increase in cash used by accounts payable and other operating liabilities.
Current wording
Net cash provided by operating activities for the nine months ended June 30, 2024 increased $62.8 million, to $152.1 million, from $89.3 million in the 2023 period. This increase was due to increases in cash provided by accounts receivable and unbilled and deferred revenue and an increase in net income. This was partially offset by a decrease in cash provided by other operating assets and an increase in cash used by accounts payable and other operating liabilities.
Previous wording
Net cash used in investing activities increased $84.1 million to an inflow $32.3 million for the six months ended March 31, 2024 from an outflow of $51.8 million in the 2023 period. The increase was driven by proceeds of $51.6 million from the divestiture of U.S. Lawns, combined with a $20.0 million decrease in capital expenditures and a $13.8 million decrease in cash used for acquisitions in comparison to the prior period.
Current wording
Net cash provided by investing activities increased $85.9 million to an inflow $22.9 million for the nine months ended June 30, 2024 from an outflow of $63.0 million in the 2023 period. The increase was driven by proceeds of $51.6 million from the divestiture of U.S. Lawns, combined with a $11.9 million decrease in capital expenditures, a $13.8 million decrease in cash used for acquisitions and a $7.3 million increase in proceeds from the sale of property plant and equipment in comparison to the prior period.
Previous wording
Net cash flows used in financing activities of $31.5 million for the six months ended March 31, 2024 included repayments of finance lease obligations of $15.5 million, repayments of our Receivables Financing Agreement of $9.5 million, and contingent business acquisition payments of $4.7 million.
Current wording
Net cash flows used in financing activities of $126.1 million for the nine months ended June 30, 2024 included repayments of the Receivable Financing Agreement of $82.2M, repayments of finance lease obligations of $26.4 million, Series A preferred stock dividends of $8.9 million, and contingent business acquisition payments of $4.7 million.
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Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Gain on divestiture for the six months ended March 31, 2024 was $43.9 million which consisted of the realized gain on sale and transaction related expenses from the divestiture of U.S. Lawns on January 12, 2024.
Previous report — wording carried elsewhere
1 As defined by the National Oceanic Atmospheric Administration, U.S. Department of Commerce (“NOAA”) for the Company's footprint during the respective three-month periods