BRIGHTVIEW HOLDINGS, INC., 10-Q filed on 1/31/2024
Quarterly Report
v3.24.0.1
Document and Entity Information - shares
 3 Months Ended
Dec. 31, 2023
Jan. 31, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Dec. 31, 2023  
Document Fiscal Year Focus 2024  
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   94,400,000
Entity Current Reporting Status Yes  
Security Exchange Name NYSE  
Title of 12(b) Security Common Stock, Par Value $0.01 Per Share  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Entity File Number 001-38579  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 46-4190788  
Entity Address, Address Line One 980 Jolly Road  
Entity Address, City or Town Blue Bell  
Entity Address, State or Province PA  
Entity Address, Country US  
Entity Address, Postal Zip Code 19422  
City Area Code 484  
Local Phone Number 567-7204  
Document Quarterly Report true  
Document Transition Report false  
v3.24.0.1
Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Millions
Dec. 31, 2023
Sep. 30, 2023
Current assets:    
Cash and cash equivalents $ 64.5 $ 67.0
Accounts receivable, net 418.9 442.3
Unbilled revenue 107.8 143.5
Other current assets 99.7 89.3
Total current assets 690.9 742.1
Property and equipment, net 302.8 315.2
Intangible assets, net 122.1 132.3
Goodwill 2,021.5 2,021.4
Operating lease assets 86.0 86.1
Other assets 40.2 55.1
Total assets 3,263.5 3,352.2
Current liabilities:    
Accounts payable 120.2 136.2
Deferred revenue 90.9 68.2
Current portion of self-insurance reserves 53.4 54.8
Accrued expenses and other current liabilities 129.5 180.2
Current portion of operating lease liabilities 27.2 27.3
Total current liabilities 421.2 466.7
Long-term debt, net 879.8 888.1
Deferred tax liabilities 41.0 51.1
Self-insurance reserves 108.1 105.1
Long-term operating lease liabilities 65.2 65.1
Other liabilities 33.0 34.6
Total liabilities 1,548.3 1,610.7
Stockholders’ equity:    
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding as of December 31, 2023 and September 30, 2023 0.0 0.0
Common stock, $0.01 par value; 500,000,000 shares authorized; 107,800,000 and 106,600,000 shares issued and 94,400,000 and 93,600,000 shares outstanding as of December 31, 2023 and September 30, 2023, respectively 1.1 1.1
Treasury stock, at cost; 13,400,000 and 13,000,000 shares as of December 31, 2023 and September 30, 2023, respectively (172.9) (170.4)
Additional paid-in capital 1,527.4 1,530.8
Accumulated deficit (151.7) (135.3)
Accumulated other comprehensive income 4.2 17.1
Total stockholders’ equity 1,208.1 1,243.3
Total liabilities, mezzanine equity and stockholders' equity 3,263.5 3,352.2
Series A Convertible Preferred Stock    
Mezzanine equity:    
Convertible preferred shares $ 507.1 $ 498.2
v3.24.0.1
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2023
Sep. 30, 2023
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, authorized 50,000,000 50,000,000
Preferred stock, issued 0 0
Preferred stock, outstanding 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, authorized 500,000,000 500,000,000
Common stock, issued 107,800,000 106,600,000
Common stock, outstanding 94,400,000 93,600,000
Treasury Stock, shares 13,400,000 13,000,000
Series A Convertible Preferred Stock    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, issued 500,000 500,000
Preferred stock, outstanding 500,000 500,000
Percentage of Cumulative Dividend 7.00% 7.00%
Preferred stock, Liquidation Preference $ 512.0 $ 503.2
v3.24.0.1
Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Millions
 3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]    
Net service revenues $ 626.7 $ 655.9
Cost of services provided 492.9 508.3
Gross profit 133.8 147.6
Selling, general and administrative expense 129.9 137.6
Amortization expense 10.1 11.9
(Loss) income from operations (6.2) (1.9)
Other (income) (1.2) (0.7)
Interest expense 17.1 23.2
(Loss) before income taxes (22.1) (24.4)
Income tax (benefit) (5.7) (5.5)
Net (loss) (16.4) (18.9)
Less: dividends on Series A convertible preferred shares 8.9 0.0
Net (loss) attributable to common stockholders $ (25.3) $ (18.9)
(Loss) per share:    
Basic (loss) per share $ (0.27) $ (0.2)
Diluted (loss) per share $ (0.27) $ (0.2)
v3.24.0.1
Consolidated Statements of Comprehensive (Loss) (Unaudited) - USD ($)
$ in Millions
 3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Statement of Comprehensive Income [Abstract]    
Net (loss) $ (16.4) $ (18.9)
Net derivative losses and other costs arising during the period, net of tax (benefit) of $(3.8) and $0.0 [1] (10.6) 0.0
Reclassification of (gains) into net (loss), net of tax (expense) of $(0.6) and $(0.6), respectively (2.3) (2.4)
Other comprehensive (loss) (12.9) (2.4)
Comprehensive (loss) $ (29.3) $ (21.3)
[1] Other costs include the effects of foreign currency translation adjustments which were immaterial during the periods presented.
v3.24.0.1
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($)
$ in Millions
 3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Statement of Comprehensive Income [Abstract]    
Net derivative losses and other costs arising during the period, net of tax (benefit) $ (3.8) $ 0.0
Reclassification of (gains) into net (loss), net of tax (expense) $ (0.6) $ (0.6)
v3.24.0.1
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
shares in Millions, $ in Millions
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
Preferred Shares
Balance at Sep. 30, 2022 $ 1,216.8 $ 1.1 $ 1,509.5 $ (127.6) $ 2.0 $ (168.2) $ 0.0
Balance, Shares at Sep. 30, 2022   105.7         0.0
Net (loss) (18.9)     (18.9)      
Other comprehensive (loss), net of tax (2.4)       (2.4)    
Capital contributions and issuance of common stock 1.4   1.4        
Capital contributions and issuance of common stock, Shares   0.7          
Equity-based compensation 5.6   5.6        
Repurchase of common stock and distributions (1.2)         (1.2)  
Balance at Dec. 31, 2022 1,201.3 $ 1.1 1,516.5 (146.5) (0.4) (169.4) $ 0.0
Balance, Shares at Dec. 31, 2022   106.4         0.0
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 (loss) (16.4)     (16.4)      
Other comprehensive (loss), net of tax (12.9)       (12.9)    
Capital contributions and issuance of common stock 0.4   0.4        
Capital contributions and issuance of common stock, Shares   1.2          
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
v3.24.0.1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Millions
 3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities:    
Net (loss) $ (16.4) $ (18.9)
Adjustments to reconcile net (loss) to net cash provided (used) by operating activities:    
Depreciation 25.6 27.1
Amortization of intangible assets 10.1 11.9
Amortization of financing costs and original issue discount 0.7 0.9
Deferred taxes (6.7) (8.3)
Equity-based compensation 5.1 5.6
Realized (gain) on hedges (2.9) (3.0)
Other non-cash activities 1.9 0.6
Change in operating assets and liabilities:    
Accounts receivable 21.0 (15.6)
Unbilled and deferred revenue 58.4 23.7
Other operating assets (9.9) (5.8)
Accounts payable and other operating liabilities (60.7) (47.8)
Net cash provided (used) by operating activities 26.2 (29.6)
Cash flows from investing activities:    
Purchase of property and equipment (10.1) (27.2)
Proceeds from sale of property and equipment 1.2 1.4
Business acquisitions, net of cash acquired 0.0 (10.0)
Other investing activities 0.3 0.8
Net cash (used) by investing activities (8.6) (35.0)
Cash flows from financing activities:    
Repayments of finance lease obligations (7.5) (8.7)
Repayments of term loan 0.0 (3.0)
Repayments of receivables financing agreement (9.5) (114.0)
Proceeds from receivables financing agreement, net of issuance costs 0.5 171.0
Proceeds from revolving credit facility 0.0 24.0
Debt issuance and prepayment costs (0.4) 0.0
Proceeds from issuance of common stock, net of share issuance costs 0.2 0.3
Repurchase of common stock and distributions (2.5) (1.2)
Contingent business acquisition payments (1.0) (1.6)
Other financing activities, net 0.1 0.1
Net cash (used) provided by financing activities (20.1) 66.9
Net change in cash and cash equivalents (2.5) 2.3
Cash and cash equivalents, beginning of period 67.0 20.1
Cash and cash equivalents, end of period 64.5 22.4
Supplemental Cash Flow Information    
Cash (received) paid for income taxes, net (0.2) 0.0
Cash paid for interest 18.0 21.7
Series A Convertible Preferred Stock    
Supplemental Cash Flow Information    
Non-cash Series A Preferred Stock dividends $ 8.9 $ 0.0
v3.24.0.1
Business and Basis of Presentation
 3 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Business and Basis of Presentation

1. Business

BrightView Holdings, Inc. (the “Company” and, collectively with its consolidated subsidiaries, “BrightView”) provides landscape maintenance and enhancements, landscape development, snow removal and other landscape related services for commercial customers throughout the United States. BrightView is aligned into two reportable segments: Maintenance Services and Development Services. Prior to its initial public offering completed in July 2018 (the “IPO”), the Company was a wholly-owned subsidiary of BrightView Parent L.P. (“Parent”), an affiliate of KKR & Co. Inc. (“KKR”). The Parent and Company were formed through a series of transactions entered into by KKR to acquire the Company on December 18, 2013 (the “KKR Acquisition”). The Parent was dissolved in August 2018 following the IPO.

Basis of Presentation

These consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and are unaudited.

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, including normal, recurring accruals that are necessary for a fair presentation of the Company’s operations for the periods presented in conformity with GAAP. All intercompany activity and balances have been eliminated from the consolidated financial statements. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.

The Consolidated Balance Sheet as of September 30, 2023, presented herein, has been derived from the Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2023, but does not include all disclosures required by GAAP, for annual financial statements. For a more complete discussion of the Company’s accounting policies and certain other information refer to the audited consolidated financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, management reviews its estimates, including those related to allowances for doubtful accounts, revenue recognition, self-insurance reserves, estimates related to the Company’s assessment of goodwill for impairment, useful lives for depreciation and amortization, realizability of deferred tax assets, and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from estimates.
v3.24.0.1
Recent Accounting Pronouncements
 3 Months Ended
Dec. 31, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]  
Recent Accounting Pronouncements

2. Recent Accounting Pronouncements

 

Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides optional expedients and exceptions for the accounting for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. This guidance is effective for the Company upon issuance through December 31, 2022. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. 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, 2023, 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 beginning after December 15, 2024. The Company is in the process of evaluating the impact of ASU No. 2023-07 on its consolidated financial statements.

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands public entities tax disclosures including improving disclosures surrounding the company's rate reconciliation, cash taxes paid, and disaggregation of income tax expense (or benefit) from continuing operations. The amendment is effective for annual periods beginning after December 15, 2024. The Company is in the process of evaluating the impact of ASU No. 2023-09 on its consolidated financial statements.
v3.24.0.1
Revenue
 3 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Revenue

3. Revenue

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

Maintenance Services

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

Development Services

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

Disaggregation of revenue

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

 

 

 

Three Months Ended
December 31,

 

 

 

2023

 

 

2022

 

Landscape Maintenance

 

$

402.6

 

 

$

421.4

 

Snow Removal

 

 

39.7

 

 

 

61.8

 

Maintenance Services

 

 

442.3

 

 

 

483.2

 

Development Services

 

 

185.4

 

 

 

174.4

 

Eliminations

 

 

(1.0

)

 

 

(1.7

)

Net service revenues

 

$

626.7

 

 

$

655.9

 

Remaining Performance Obligations

Remaining performance obligations represent the estimated revenue expected to be recognized in the future related to performance obligations which are fully or partially unsatisfied at the end of the period.

As of December 31, 2023, 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 $490.7. The Company expects to recognize revenue on 53% of the remaining performance obligations over the next 12 months and an additional 47% 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 $49.0 of amounts billed during the period and $13.3 of additions to our unbilled revenue balance during the twelve month period ended December 31, 2023.

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, 2023 were as follows:

 

 

 

Deferred
Revenue

 

Balance, September 30, 2023

 

$

68.2

 

Recognition of revenue

 

 

(245.5

)

Deferral of revenue

 

 

268.2

 

Balance, December 31, 2023

 

$

90.9

 

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.
v3.24.0.1
Accounts Receivable, net
 3 Months Ended
Dec. 31, 2023
Receivables [Abstract]  
Accounts Receivable, net

4. Accounts Receivable, net

Accounts receivable of $418.9 and $442.3, is net of an allowance for doubtful accounts of $7.6 and $5.1 and includes amounts of retention on incomplete projects to be completed within one year of $63.2 and $58.7 at December 31, 2023 and September 30, 2023, respectively.
v3.24.0.1
Property and Equipment, net
 3 Months Ended
Dec. 31, 2023
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,
2023

 

 

September 30,
2023

 

Land

 

—

 

$

44.7

 

 

$

44.7

 

Buildings and leasehold improvements

 

2-40 yrs.

 

 

46.1

 

 

 

45.6

 

Operating equipment

 

2-7 yrs.

 

 

341.7

 

 

 

338.8

 

Transportation vehicles

 

3-7 yrs.

 

 

347.5

 

 

 

351.9

 

Office equipment and software

 

3-10 yrs.

 

 

71.0

 

 

 

68.7

 

Construction in progress

 

—

 

 

7.9

 

 

 

7.7

 

Property and equipment

 

 

 

 

858.9

 

 

 

857.4

 

Less: Accumulated depreciation

 

 

 

 

556.1

 

 

 

542.2

 

Property and equipment, net

 

 

 

$

302.8

 

 

$

315.2

 

Construction in progress includes costs incurred for software and other assets that have not yet been placed in service. Depreciation expense related to property and equipment was $25.6 and $27.1 for the three months ended December 31, 2023 and 2022, respectively.

v3.24.0.1
Intangible Assets, Goodwill and Acquisitions
 3 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Goodwill and Acquisitions

6. Intangible Assets, Goodwill and Acquisitions

Intangible Assets

Identifiable intangible assets consist of acquired customer contracts and relationships, trademarks and non-compete agreements. Amortization expense related to intangible assets was $10.1 and $11.9 for the three months ended December 31, 2023 and 2022, respectively. These assets are amortized over their estimated useful lives of which the reasonableness is continually evaluated by the Company. The weighted average amortization periods of intangible assets acquired during the Three Months Ended December 31, 2022 was seven years.

Intangible assets as of December 31, 2023 and September 30, 2023 consisted of the following:

 

 

 

 

 

December 31, 2023

 

 

September 30, 2023

 

 

 

Estimated
Useful Life

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

Customer relationships

 

6-21 yrs.

 

$

725.5

 

 

$

(604.2

)

 

$

725.5

 

 

$

(594.1

)

Trademarks

 

12 yrs.

 

 

3.8

 

 

 

(3.0

)

 

 

3.8

 

 

 

(2.9

)

Total intangible assets

 

 

 

$

732.0

 

 

$

(609.9

)

 

$

732.0

 

 

$

(599.7

)

Goodwill

The following is a summary of the goodwill activity for the periods ended September 30, 2023 and December 31, 2023:

 

 

 

Maintenance
Services

 

 

Development
Services

 

 

Total

 

Balance, September 30, 2022

 

$

1,792.7

 

 

$

216.1

 

 

$

2,008.8

 

Acquisitions (1)

 

 

10.7

 

 

 

1.9

 

 

 

12.6

 

Balance, September 30, 2023

 

$

1,803.4

 

 

$

218.0

 

 

$

2,021.4

 

Acquisitions (1)

 

 

0.1

 

 

 

—

 

 

 

0.1

 

Balance, December 31, 2023

 

$

1,803.5

 

 

$

218.0

 

 

$

2,021.5

 
(1)
The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period.

Acquisitions

During the three months ended December 31, 2022, the Company acquired, through a series of separate transactions, 100% of the operations of two unrelated companies, both of which were allocated to Maintenance Services. The Company paid approximately $10.0 in aggregate consideration for the acquisitions, net of cash acquired. The Company accounted for the business combinations under the acquisition method and, accordingly, recorded the assets acquired and liabilities assumed at their estimated fair market values based on management’s preliminary estimates, with the excess allocated to goodwill. The purchase accounting related to these acquisitions was finalized within one year from each acquisition date. As a result of the final purchase accounting, certain of the fair value amounts previously estimated were adjusted during the measurement period. The fair values were primarily estimated using Level 3 assumptions within the fair value hierarchy, including estimated future cash flows, discount rates and other factors. The Company continued to refine the valuation data and estimates primarily related to unbilled revenue, property and equipment, intangible assets, net, accounts payable, accrued expenses and other current liabilities and deferred revenue and will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the acquisition date. The measurement period adjustments were not material to the Consolidated Balance Sheets as of December 31, 2023 and September 30, 2023. The identifiable assets acquired were primarily customer relationship intangible assets of $2.6. The amount allocated to goodwill is reflective of the benefits the Company expects to realize from anticipated synergies and the acquired assembled workforce. A portion of the goodwill resulting from these acquisitions is deductible for tax purposes.
v3.24.0.1
Long-Term Debt
 3 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Long-Term Debt

7. Long-term Debt

Long-term debt consists of the following:

 

 

 

December 31,
2023

 

 

September 30,
2023

 

Series B term loan

 

$

731.9

 

 

$

731.7

 

Receivables financing agreement

 

 

154.0

 

 

 

163.0

 

Financing costs, net

 

 

(6.1

)

 

 

(6.6

)

Long-term debt, net

 

 

879.8

 

 

 

888.1

 

 

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

In connection with the KKR Acquisition, the Company and a group of financial institutions entered into a credit agreement (the “Credit Agreement”) dated December 18, 2013. The Credit Agreement consisted of seven-year $1,460.0 term loans (“First Lien Term Loans”) and a five-year $210.0 revolving credit facility. All amounts outstanding under the Credit Agreement were collateralized by substantially all of the assets of the Company.

On April 22, 2022, the Company, entered into Amendment No. 6 to the Credit Agreement (the “Amendment Agreement”). Under the terms of the Amendment Agreement, the existing Credit Agreement was amended to provide for: (i) a $1,200.0 seven-year term loan (the “Series B Term Loan”) and (ii) a $300.0 five-year revolving credit facility (the “Revolving Credit Facility”). The Series B Term Loan matures on April 22, 2029 and bears interest at a rate per annum of a secured overnight financing rate (“Term SOFR”), plus a margin of either 3.25% or 3.00% or a base rate (“ABR”) plus a margin of either 2.25% or 2.00%, subject to SOFR and ABR floors of 0.50% and 1.50%, respectively, with the margin on the Series B Term Loan determined based on the Company’s first lien net leverage ratio. The Company used the net proceeds from the Series B Term Loan to repay all amounts outstanding under the Credit Agreement as in effect prior to the Amendment Agreement. 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, 2023. Debt repayments for the Series B Term Loan totaled $3.0 for the three months ended December 31, 2022.

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

On August 31, 2023, the Company entered into Amendment No. 7 to the Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement Amendment (i) amends the definition of “Permitted Holders” to include Birch Equity Holdings, LP, a Delaware limited partnership, Birch-OR Equity Holdings, LLC, a Delaware limited liability company and One Rock Capital Partners, LLC and (ii) provides for a 1.00% prepayment premium for voluntary prepayments made in connection with repricing transactions or amendments made where the primary purpose of which is to decrease the effective yield, and which shall be applicable until six months after entering into the Credit Agreement Amendment.

Revolving credit facility

The Company has a five-year $300.0 revolving credit facility (the “Revolving Credit Facility”) that matures on April 22, 2027 and bears interest at a rate per annum of Term SOFR plus a margin ranging from 2.00% to 2.50% or ABR plus a margin ranging from 1.00 to 1.50%, subject to SOFR and ABR floors of 0.00% and 1.00%, respectively, with the margin on the Revolving Credit Facility determined based on the Company’s first lien net leverage ratio. The Revolving Credit Facility replaced the previous $260.0 revolving credit facility under the Credit Agreement as in effect prior to the Amendment Agreement. During the three months ended December 31, 2023 the Company had no outstanding balance borrowings under the Revolving Credit Facility. There were $24.0 borrowings under the facility for the three months ended December 31, 2022 of which, none of the balance was repaid during the same period. The Company had $42.6 of letters of credits issued and outstanding as of December 31, 2023 and September 30, 2023.

Receivables financing agreement

On April 28, 2017, the Company, through a wholly-owned subsidiary, entered into a receivables financing agreement (the “Receivables Financing Agreement”). On June 22, 2022, the Company entered into the Third Amendment to the Receivables Financing Agreement (the "Third Amendment") which extended the term through June 22, 2025 and increased the borrowing capacity to $275.0. 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, 2023 the Company borrowed $0.5 against the capacity and voluntarily repaid $9.5. During the three months ended December 31, 2022 the Company borrowed $171.0 against the capacity and voluntarily repaid $114.0.

The following are the scheduled maturities of long-term debt for the remainder of fiscal 2024 and the following five fiscal years and thereafter, which do not include any estimated excess cash flow payments:

 

2024

 

$

—

 

2025

 

 

154.0

 

2026

 

 

—

 

2027

 

 

—

 

2028

 

 

 

2029 and thereafter

 

 

738.0

 

Total long-term debt

 

 

892.0

 

Less: Current maturities

 

 

—

 

Less: Original issue discount

 

 

6.1

 

Less: Financing costs

 

 

6.1

 

Total long-term debt, net

 

$

879.8

 

 

The Company has estimated the fair value of its long-term debt to be approximately $892.0 and $900.1 as of December 31, 2023 and September 30, 2023, respectively. Fair value is based on market bid prices around period-end (Level 2 inputs).
v3.24.0.1
Fair Value Measurements and Derivative Instruments
 3 Months Ended
Dec. 31, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Derivative Instruments

8. Fair Value Measurements and Derivative Instruments

Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

Fair Value Hierarchy

The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available:

Level 1 Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates.

Level 2 Significant observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources.

Level 3 Significant unobservable inputs the Company believes market participants would use in pricing the asset or liability based on the best information available.

The carrying amounts shown for the Company’s cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value due to the short-term maturity of those instruments. The valuation is based on settlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost.

Investments held in Rabbi Trust

A non-qualified deferred compensation plan is available to certain executives. Under this plan, participants may elect to defer up to 70% of their compensation. The Company invests the deferrals in participant-selected diversified investments that are held in a Rabbi Trust and which are classified within Other assets on the Consolidated Balance Sheets. The fair value of the investments held in the Rabbi Trust is based on the quoted market prices of the underlying mutual fund investments. These investments are based on the participants’ selected investments, which represent the underlying liabilities to the participants in the non-qualified deferred compensation plan. Gains and losses on these investments are included in Other (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, 2023 and September 30, 2023, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and September 30, 2023:

 

 

 

December 31, 2023

 

 

 

Carrying Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Investments held by Rabbi Trust

 

$

11.8

 

 

$

11.8

 

 

$

—

 

 

$

—

 

Interest rate derivative contracts

 

 

4.1

 

 

 

—

 

 

 

4.1

 

 

 

—

 

Total assets

 

$

15.9

 

 

$

11.8

 

 

$

4.1

 

 

$

—

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Obligation to Rabbi Trust

 

$

11.8

 

 

$

11.8

 

 

$

—

 

 

$

—

 

Total liabilities

 

$

11.8

 

 

$

11.8

 

 

$

—

 

 

$

—

 

 

 

 

September 30, 2023

 

 

 

Carrying Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Investments held by Rabbi Trust

 

$

10.9

 

 

$

10.9

 

 

$

—

 

 

$

—

 

Interest rate derivative contracts

 

 

21.3

 

 

 

—

 

 

 

21.3

 

 

 

—

 

Total Assets

 

$

32.2

 

 

$

10.9

 

 

$

21.3

 

 

$

—

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Obligation to Rabbi Trust

 

$

10.9

 

 

$

10.9

 

 

$

—

 

 

$

—

 

Total Liabilities

 

$

10.9

 

 

$

10.9

 

 

$

—

 

 

$

—

 

 

Hedging Activities

As of December 31, 2023 and September 30, 2023, the Company’s outstanding derivatives qualified as cash flow hedges. The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of the hedged forecasted transactions. Regression analysis is used for the hedge relationships and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. The entire change in the fair value for highly effective derivatives is reported in Other comprehensive (loss) and

subsequently reclassified into Interest expense (in the case of interest rate contracts) and Cost of services provided (in the case of fuel hedge contracts) in the Consolidated Statements of Operations when the hedged item affects earnings. If the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in Accumulated other comprehensive income is released to earnings. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction.

Interest Rate Contracts

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

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

The notional amount of interest rate contracts was $600.0 and $600.0 at December 31, 2023 and September 30, 2023, respectively. The net deferred gain on the interest rate swaps as of December 31, 2023 of $5.0, 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,

 

 

 

2023

 

 

2022

 

Income (Loss) recognized in Other comprehensive (loss)

 

$

(14.5

)

 

$

-

 

Net income (loss) reclassified from Accumulated other comprehensive income into Interest expense

 

 

2.9

 

 

 

3.0

 
v3.24.0.1
Income Taxes
 3 Months Ended
Dec. 31, 2023
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, 2023 and 2022.

 

 

 

Three Months Ended
December 31,

 

 

 

2023

 

 

2022

 

(Loss) before income taxes

 

$

(22.1

)

 

$

(24.4

)

Income tax (benefit)

 

 

(5.7

)

 

 

(5.5

)

Effective income tax rate

 

 

25.8

%

 

 

22.5

%

 

The increase in the effective tax rate for the three months ended December 31, 2023 when compared to the three months ended December 31, 2022, is primarily attributable to the increase in valuation allowance for separate state attributes as well as the reduction in expense related to the vesting of restricted stock units.
v3.24.0.1
Equity-Based Compensation
 3 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation

10. Equity-Based Compensation

Amended and Restated 2018 Omnibus Incentive Plan

On June 28, 2018 (and as amended and restated on March 10, 2020), 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 18,650,000. 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, 2023 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Distribution Price per Share

 

Outstanding at September 30, 2023

 

 

213,000

 

 

$

14.66

 

Less: Forfeited

 

 

54,000

 

 

$

14.66

 

Outstanding at December 31, 2023

 

 

159,000

 

 

$

14.66

 

Restricted Stock Units

A summary of the Company’s restricted stock unit activity for the three month period ended December 31, 2023 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Distribution Price per Share

 

Outstanding at September 30, 2023

 

 

3,021,000

 

 

$

9.32

 

Granted

 

 

2,094,000

 

 

$

7.44

 

Less: Vested

 

 

1,041,000

 

 

$

10.14

 

Less: Forfeited

 

 

124,000

 

 

$

10.00

 

Outstanding at December 31, 2023

 

 

3,950,000

 

 

$

8.09

 

 

During the three month period ended December 31, 2023, the Company issued 2,094,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $7.44 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 $13.9 over the requisite service period. During the three month period ended December 31, 2023, 1,041,000 RSUs vested and 124,000 RSUs were forfeited.

Stock Option Awards

A summary of the Company’s stock option activity for the three month period ended December 31, 2023 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Exercise Price per Share

 

Outstanding at September 30, 2023

 

 

4,449,000

 

 

$

19.06

 

Less: Forfeited

 

 

327,000

 

 

$

19.60

 

Outstanding at December 31, 2023

 

 

4,122,000

 

 

$

19.02

 

Vested and exercisable at December 31, 2023

 

 

3,444,000

 

 

$

18.96

 

Expected to vest after December 31, 2023

 

 

678,000

 

 

$

19.31

 

 

Performance Stock Unit Awards

A summary of the Company’s performance stock unit activity for the three month period ended December 31, 2023 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Distribution Price per Share

 

Outstanding at September 30, 2023

 

 

512,000

 

 

$

7.48

 

Granted

 

 

918,000

 

 

$

7.35

 

Less: Forfeited

 

 

95,000

 

 

$

7.48

 

Outstanding at December 31, 2023

 

 

1,335,000

 

 

$

7.39

 

 

During the three month period ended December 31, 2023, the Company issued 918,000 performance stock units (“PSUs”) at a weighted average distribution price of $7.35 per share and a weighted average grant date fair value of $7.35 per share, which cliff vest at the end of the three-year performance period. The number of the PSUs that vest upon completion of the performance period can range from 0% to 200% of the original grant, subject to certain limitations, contingent upon performance conditions. The performance condition metrics are the Company’s three-year average Adjusted EBITDA margin and compound annual growth rate of the Company’s land organic revenue. The fair value of these awards is determined based on the trading price of the company’s common shares on the date of grant. Non-cash equity-based compensation expense associated with the grant will be approximately $6.3 over the requisite service period. During the three month period ended December 31, 2023, no PSUs vested and 95,000 PSUs were forfeited.

Equity-Based Compensation Expense

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

The Company recognized $5.1 and $5.6 in equity-based compensation expense for the three months ended December 31, 2023 and 2022, 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 $39.0 and $23.7 as of December 31, 2023 and September 30, 2023, respectively, which is expected to be recognized over a weighted average period of 1.4 and 1.1 years as of December 31, 2023 and September 30, 2023, respectively.

2018 Employee Stock Purchase Plan

The Company’s Stockholders have approved the Company’s 2018 Employee Stock Purchase Plan, (the “ESPP”). A total of 1,100,000 shares of the Company’s common stock were made available for sale under the Company’s 2018 Employee Stock Purchase Plan on October 22, 2018, of which 188,000 were issued on November 17, 2023, and 177,000 were issued on November 14, 2022. An additional portion thereof is expected to be issued in November 2024
v3.24.0.1
Commitment and Contingencies
 3 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 11. Commitments and Contingencies

Risk Management

The Company carries general liability, auto liability, workers’ compensation, and employee health care insurance policies. In addition, the Company carries other reasonable and customary insurance policies for a Company of our size and scope, as well as umbrella liability insurance policies to cover claims over the liability limits contained in the primary policies. The Company’s insurance programs, for workers’ compensation, general liability, auto liability and employee health care for certain employees contain self-insured retention amounts, deductibles and other coverage limits (“self-insured liability”). Claims that are not self-insured as well as claims in excess of the self-insured liability amounts are insured. The Company uses estimates in the determination of the required reserves. These estimates are based upon calculations performed by third-party actuaries, as well as examination of historical trends and industry claims experience. The Company’s reserve for unpaid and incurred but not reported claims under these programs at December 31, 2023 was $161.5, of which $53.4 was classified in current liabilities and $108.1 was classified in non-current liabilities in the accompanying unaudited Consolidated Balance Sheet. The Company’s reserve for unpaid and incurred but not reported claims under these programs at September 30, 2023 was $159.9, of which $54.8 was classified in current liabilities and $105.1 was classified in non-current liabilities in the accompanying Consolidated Balance Sheet. While the ultimate amount of these claims is dependent on future developments, in management’s opinion, recorded reserves are adequate to cover these claims. The Company’s reserve for unpaid and incurred but not

reported claims at December 31, 2023 includes $19.7 related to claims recoverable from third-party insurance carriers. Corresponding assets of $5.7 and $14.0 are recorded at December 31, 2023, as Other current assets and Other assets, respectively. The Company’s reserve for unpaid and incurred but not reported claims at September 30, 2023 includes $18.1 related to claims recoverable from third-party insurance carriers. Corresponding assets of $5.3 and $12.8 were recorded at September 30, 2023, as Other current assets and Other assets, respectively.

Litigation Contingency

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

v3.24.0.1
Segments
 3 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Segments

12. Segments

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

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

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

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

The accounting policies of the segments are the same as those described in Note 2 “Summary of Significant Accounting Policies” in the notes to our consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended September 30, 2023. Corporate includes corporate executive compensation, finance, legal and information technology which are not allocated to the segments. Eliminations represent eliminations of intersegment revenues. The Company does not currently provide asset information by segment, as this information is not used by management when allocating resources or evaluating performance.

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

 

 

 

Three Months Ended
December 31,

 

 

 

2023

 

 

2022

 

Maintenance Services

 

$

442.3

 

 

$

483.2

 

Development Services

 

 

185.4

 

 

 

174.4

 

Eliminations

 

 

(1.0

)

 

 

(1.7

)

Net Service Revenues

 

$

626.7

 

 

$

655.9

 

Maintenance Services

 

$

42.0

 

 

$

50.5

 

Development Services

 

 

19.6

 

 

 

16.5

 

Corporate

 

 

(14.9

)

 

 

(18.4

)

Adjusted EBITDA(1)

 

$

46.7

 

 

$

48.6

 

Maintenance Services

 

$

7.7

 

 

$

24.0

 

Development Services

 

 

1.2

 

 

 

2.0

 

Corporate

 

 

1.2

 

 

 

1.2

 

Capital Expenditures

 

$

10.1

 

 

$

27.2

 

 

 

(1)
Presented below is a reconciliation of Net (loss) to Adjusted EBITDA:

 

 

 

Three Months Ended
December 31,

 

 

 

2023

 

 

2022

 

Net (loss)

 

$

(16.4

)

 

$

(18.9

)

Interest expense

 

 

17.1

 

 

 

23.2

 

Income tax (benefit)

 

 

(5.7

)

 

 

(5.5

)

Depreciation expense

 

 

25.6

 

 

 

27.1

 

Amortization expense

 

 

10.1

 

 

 

11.9

 

Business transformation and integration costs (a)

 

 

10.7

 

 

 

4.7

 

Equity-based compensation (b)

 

 

5.3

 

 

 

5.7

 

COVID-19 related expenses (c)

 

 

—

 

 

 

0.4

 

Adjusted EBITDA

 

$

46.7

 

 

$

48.6

 

 

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

 

 

Three Months Ended
December 31,

 

(in millions)

 

2023

 

 

2022

 

Severance and related costs

 

$

2.5

 

 

$

0.1

 

Business integration (d)

 

 

0.6

 

 

 

2.7

 

IT infrastructure, transformation, and other (e)

 

 

7.6

 

 

 

1.9

 

Business transformation and integration costs

 

$

10.7

 

 

$

4.7

 

 

(b)
Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding.
(c)
Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment, cleaning and supply purchases, and other.
(d)
Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, and fleet and uniform rebranding costs. The Company excludes Business integration costs from the measures disclosed above since such expenses vary in amount due to the number of acquisitions and size of acquired companies as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create a lack of comparability between periods.
(e)
Represents expenses related to distinct initiatives, typically significant enterprise-wide changes. Such expenses are excluded from the measures disclosed above since such expenses vary in amount based on occurrence as well as factors specific to each of the activities, are outside of the normal operations of the business, and create a lack of comparability between periods.
v3.24.0.1
Mezzanine Equity
 3 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Mezzanine Equity 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. During the period ended December 31, 2023, the Company paid in-kind dividends of $8.9 million in the aggregate on the Series A Preferred Stock which increased the aggregate liquidation preference of the Series A Preferred Stock by the same amount.
v3.24.0.1
(Loss) Per Share of Common Stock
 3 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
(Loss) Per Share of Common Stock

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,

 

 

2023

 

 

2022

 

Numerator:

 

 

 

 

 

Net (loss)

$

(16.4

)

 

$

(18.9

)

 Less: dividends on Series A convertible preferred shares

$

8.9

 

 

$

—

 

 Net (loss) attributable to common stockholders

$

(25.3

)

 

$

(18.9

)

 

 

 

 

 

 

Denominator:

 

 

 

 

 

Weighted average number of common shares outstanding – basic and diluted

 

93,986,000

 

 

 

93,252,000

 

Basic and diluted (loss) per share

$

(0.27

)

 

$

(0.20

)

 

 

 

 

 

 

Other Information:

 

 

 

 

 

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

 

59,434,000

 

 

 

5,321,000

 

 

(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.
v3.24.0.1
Subsequent Events
 3 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events

15. Subsequent events

On January 12, 2024, the Company completed the sale of one of its fully owned subsidiaries for total cash consideration of $51.6. 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 for the three months ended December 31, 2023 and 2022. We expect to record a gain associated with this transaction which will be included in the company's results for the second quarter of fiscal year 2024.

v3.24.0.1
Business and Basis of Presentation (Policies)
 3 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

These consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and are unaudited.

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, including normal, recurring accruals that are necessary for a fair presentation of the Company’s operations for the periods presented in conformity with GAAP. All intercompany activity and balances have been eliminated from the consolidated financial statements. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.

The Consolidated Balance Sheet as of September 30, 2023, presented herein, has been derived from the Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2023, but does not include all disclosures required by GAAP, for annual financial statements. For a more complete discussion of the Company’s accounting policies and certain other information refer to the audited consolidated financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2023, filed with the Securities and Exchange Commission (“SEC”).
Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, management reviews its estimates, including those related to allowances for doubtful accounts, revenue recognition, self-insurance reserves, estimates related to the Company’s assessment of goodwill for impairment, useful lives for depreciation and amortization, realizability of deferred tax assets, and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from estimates.
v3.24.0.1
Revenue (Tables)
 3 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Reportable Segment Revenues, Disaggregated by Revenue

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

 

 

 

Three Months Ended
December 31,

 

 

 

2023

 

 

2022

 

Landscape Maintenance

 

$

402.6

 

 

$

421.4

 

Snow Removal

 

 

39.7

 

 

 

61.8

 

Maintenance Services

 

 

442.3

 

 

 

483.2

 

Development Services

 

 

185.4

 

 

 

174.4

 

Eliminations

 

 

(1.0

)

 

 

(1.7

)

Net service revenues

 

$

626.7

 

 

$

655.9

 
Schedule of Contract Balances

Changes in Deferred revenue for the three month period ended December 31, 2023 were as follows:

 

 

 

Deferred
Revenue

 

Balance, September 30, 2023

 

$

68.2

 

Recognition of revenue

 

 

(245.5

)

Deferral of revenue

 

 

268.2

 

Balance, December 31, 2023

 

$

90.9

 
v3.24.0.1
Property and Equipment, net (Tables)
 3 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, Net

Property and equipment, net consists of the following:

 

 

 

Useful Life

 

December 31,
2023

 

 

September 30,
2023

 

Land

 

—

 

$

44.7

 

 

$

44.7

 

Buildings and leasehold improvements

 

2-40 yrs.

 

 

46.1

 

 

 

45.6

 

Operating equipment

 

2-7 yrs.

 

 

341.7

 

 

 

338.8

 

Transportation vehicles

 

3-7 yrs.

 

 

347.5

 

 

 

351.9

 

Office equipment and software

 

3-10 yrs.

 

 

71.0

 

 

 

68.7

 

Construction in progress

 

—

 

 

7.9

 

 

 

7.7

 

Property and equipment

 

 

 

 

858.9

 

 

 

857.4

 

Less: Accumulated depreciation

 

 

 

 

556.1

 

 

 

542.2

 

Property and equipment, net

 

 

 

$

302.8

 

 

$

315.2

 
v3.24.0.1
Intangible Assets, Goodwill and Acquisitions (Tables)
 3 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

Intangible assets as of December 31, 2023 and September 30, 2023 consisted of the following:

 

 

 

 

 

December 31, 2023

 

 

September 30, 2023

 

 

 

Estimated
Useful Life

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

Customer relationships

 

6-21 yrs.

 

$

725.5

 

 

$

(604.2

)

 

$

725.5

 

 

$

(594.1

)

Trademarks

 

12 yrs.

 

 

3.8

 

 

 

(3.0

)

 

 

3.8

 

 

 

(2.9

)

Total intangible assets

 

 

 

$

732.0

 

 

$

(609.9

)

 

$

732.0

 

 

$

(599.7

)
Summary of Goodwill

The following is a summary of the goodwill activity for the periods ended September 30, 2023 and December 31, 2023:

 

 

 

Maintenance
Services

 

 

Development
Services

 

 

Total

 

Balance, September 30, 2022

 

$

1,792.7

 

 

$

216.1

 

 

$

2,008.8

 

Acquisitions (1)

 

 

10.7

 

 

 

1.9

 

 

 

12.6

 

Balance, September 30, 2023

 

$

1,803.4

 

 

$

218.0

 

 

$

2,021.4

 

Acquisitions (1)

 

 

0.1

 

 

 

—

 

 

 

0.1

 

Balance, December 31, 2023

 

$

1,803.5

 

 

$

218.0

 

 

$

2,021.5

 
(1)
The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period.
v3.24.0.1
Long-Term Debt (Tables)
 3 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt

Long-term debt consists of the following:

 

 

 

December 31,
2023

 

 

September 30,
2023

 

Series B term loan

 

$

731.9

 

 

$

731.7

 

Receivables financing agreement

 

 

154.0

 

 

 

163.0

 

Financing costs, net

 

 

(6.1

)

 

 

(6.6

)

Long-term debt, net

 

 

879.8

 

 

 

888.1

 
Scheduled Maturities of Long-Term Debt

The following are the scheduled maturities of long-term debt for the remainder of fiscal 2024 and the following five fiscal years and thereafter, which do not include any estimated excess cash flow payments:

 

2024

 

$

—

 

2025

 

 

154.0

 

2026

 

 

—

 

2027

 

 

—

 

2028

 

 

 

2029 and thereafter

 

 

738.0

 

Total long-term debt

 

 

892.0

 

Less: Current maturities

 

 

—

 

Less: Original issue discount

 

 

6.1

 

Less: Financing costs

 

 

6.1

 

Total long-term debt, net

 

$

879.8

 
v3.24.0.1
Fair Value Measurements and Derivative Instruments (Tables)
 3 Months Ended
Dec. 31, 2023
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, 2023 and September 30, 2023:

 

 

 

December 31, 2023

 

 

 

Carrying Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Investments held by Rabbi Trust

 

$

11.8

 

 

$

11.8

 

 

$

—

 

 

$

—

 

Interest rate derivative contracts

 

 

4.1

 

 

 

—

 

 

 

4.1

 

 

 

—

 

Total assets

 

$

15.9

 

 

$

11.8

 

 

$

4.1

 

 

$

—

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Obligation to Rabbi Trust

 

$

11.8

 

 

$

11.8

 

 

$

—

 

 

$

—

 

Total liabilities

 

$

11.8

 

 

$

11.8

 

 

$

—

 

 

$

—

 

 

 

 

September 30, 2023

 

 

 

Carrying Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

Investments held by Rabbi Trust

 

$

10.9

 

 

$

10.9

 

 

$

—

 

 

$

—

 

Interest rate derivative contracts

 

 

21.3

 

 

 

—

 

 

 

21.3

 

 

 

—

 

Total Assets

 

$

32.2

 

 

$

10.9

 

 

$

21.3

 

 

$

—

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Obligation to Rabbi Trust

 

$

10.9

 

 

$

10.9

 

 

$

—

 

 

$

—

 

Total Liabilities

 

$

10.9

 

 

$

10.9

 

 

$

—

 

 

$

—

 
Interest Rate Contracts  
Derivative Instruments Gain Loss [Line Items]  
Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges

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

 

 

 

Three Months Ended
December 31,

 

 

 

2023

 

 

2022

 

Income (Loss) recognized in Other comprehensive (loss)

 

$

(14.5

)

 

$

-

 

Net income (loss) reclassified from Accumulated other comprehensive income into Interest expense

 

 

2.9

 

 

 

3.0

 
v3.24.0.1
Income Taxes (Tables)
 3 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Summary of Income Tax Expense (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, 2023 and 2022.

 

 

 

Three Months Ended
December 31,

 

 

 

2023

 

 

2022

 

(Loss) before income taxes

 

$

(22.1

)

 

$

(24.4

)

Income tax (benefit)

 

 

(5.7

)

 

 

(5.5

)

Effective income tax rate

 

 

25.8

%

 

 

22.5

%
v3.24.0.1
Equity-Based Compensation (Tables)
 3 Months Ended
Dec. 31, 2023
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, 2023 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Distribution Price per Share

 

Outstanding at September 30, 2023

 

 

213,000

 

 

$

14.66

 

Less: Forfeited

 

 

54,000

 

 

$

14.66

 

Outstanding at December 31, 2023

 

 

159,000

 

 

$

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, 2023 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Distribution Price per Share

 

Outstanding at September 30, 2023

 

 

3,021,000

 

 

$

9.32

 

Granted

 

 

2,094,000

 

 

$

7.44

 

Less: Vested

 

 

1,041,000

 

 

$

10.14

 

Less: Forfeited

 

 

124,000

 

 

$

10.00

 

Outstanding at December 31, 2023

 

 

3,950,000

 

 

$

8.09

 
Summary of Stock Options Activity

A summary of the Company’s stock option activity for the three month period ended December 31, 2023 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Exercise Price per Share

 

Outstanding at September 30, 2023

 

 

4,449,000

 

 

$

19.06

 

Less: Forfeited

 

 

327,000

 

 

$

19.60

 

Outstanding at December 31, 2023

 

 

4,122,000

 

 

$

19.02

 

Vested and exercisable at December 31, 2023

 

 

3,444,000

 

 

$

18.96

 

Expected to vest after December 31, 2023

 

 

678,000

 

 

$

19.31

 

 
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, 2023 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Distribution Price per Share

 

Outstanding at September 30, 2023

 

 

512,000

 

 

$

7.48

 

Granted

 

 

918,000

 

 

$

7.35

 

Less: Forfeited

 

 

95,000

 

 

$

7.48

 

Outstanding at December 31, 2023

 

 

1,335,000

 

 

$

7.39

 
v3.24.0.1
Segments (Tables)
 3 Months Ended
Dec. 31, 2023
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,

 

 

 

2023

 

 

2022

 

Maintenance Services

 

$

442.3

 

 

$

483.2

 

Development Services

 

 

185.4

 

 

 

174.4

 

Eliminations

 

 

(1.0

)

 

 

(1.7

)

Net Service Revenues

 

$

626.7

 

 

$

655.9

 

Maintenance Services

 

$

42.0

 

 

$

50.5

 

Development Services

 

 

19.6

 

 

 

16.5

 

Corporate

 

 

(14.9

)

 

 

(18.4

)

Adjusted EBITDA(1)

 

$

46.7

 

 

$

48.6

 

Maintenance Services

 

$

7.7

 

 

$

24.0

 

Development Services

 

 

1.2

 

 

 

2.0

 

Corporate

 

 

1.2

 

 

 

1.2

 

Capital Expenditures

 

$

10.1

 

 

$

27.2

 

 

 

(1)
Presented below is a reconciliation of Net (loss) to Adjusted EBITDA:

 

 

 

Three Months Ended
December 31,

 

 

 

2023

 

 

2022

 

Net (loss)

 

$

(16.4

)

 

$

(18.9

)

Interest expense

 

 

17.1

 

 

 

23.2

 

Income tax (benefit)

 

 

(5.7

)

 

 

(5.5

)

Depreciation expense

 

 

25.6

 

 

 

27.1

 

Amortization expense

 

 

10.1

 

 

 

11.9

 

Business transformation and integration costs (a)

 

 

10.7

 

 

 

4.7

 

Equity-based compensation (b)

 

 

5.3

 

 

 

5.7

 

COVID-19 related expenses (c)

 

 

—

 

 

 

0.4

 

Adjusted EBITDA

 

$

46.7

 

 

$

48.6

 

 

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

 

 

Three Months Ended
December 31,

 

(in millions)

 

2023

 

 

2022

 

Severance and related costs

 

$

2.5

 

 

$

0.1

 

Business integration (d)

 

 

0.6

 

 

 

2.7

 

IT infrastructure, transformation, and other (e)

 

 

7.6

 

 

 

1.9

 

Business transformation and integration costs

 

$

10.7

 

 

$

4.7

 

 

(b)
Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding.
(c)
Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment, cleaning and supply purchases, and other.
(d)
Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, and fleet and uniform rebranding costs. The Company excludes Business integration costs from the measures disclosed above since such expenses vary in amount due to the number of acquisitions and size of acquired companies as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create a lack of comparability between periods.
(e)
Represents expenses related to distinct initiatives, typically significant enterprise-wide changes. Such expenses are excluded from the measures disclosed above since such expenses vary in amount based on occurrence as well as factors specific to each of the activities, are outside of the normal operations of the business, and create a lack of comparability between periods.
v3.24.0.1
(Loss) Per Share of Common Stock (Tables)
 3 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Reconciliation of Numerator and Denominator for Basic and Diluted Earnings (loss) Per Share Calculation

 

 

Three Months Ended
December 31,

 

 

2023

 

 

2022

 

Numerator:

 

 

 

 

 

Net (loss)

$

(16.4

)

 

$

(18.9

)

 Less: dividends on Series A convertible preferred shares

$

8.9

 

 

$

—

 

 Net (loss) attributable to common stockholders

$

(25.3

)

 

$

(18.9

)

 

 

 

 

 

 

Denominator:

 

 

 

 

 

Weighted average number of common shares outstanding – basic and diluted

 

93,986,000

 

 

 

93,252,000

 

Basic and diluted (loss) per share

$

(0.27

)

 

$

(0.20

)

 

 

 

 

 

 

Other Information:

 

 

 

 

 

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

 

59,434,000

 

 

 

5,321,000

 

 

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.
v3.24.0.1
Business and Basis of Presentation - Additional Information (Details)
 3 Months Ended
Dec. 31, 2023
Segment
Accounting Policies [Abstract]  
Number of reportable segments 2
v3.24.0.1
Revenue - Additional Information (Details)
$ in Millions
 3 Months Ended
Dec. 31, 2023
USD ($)
Disaggregation Of Revenue [Line Items]  
Revenue, remaining performance obligations, amount $ 490.7
Contract with customer billed revenue 49.0
Contract with customer unbilled revenue additions $ 13.3
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
v3.24.0.1
Revenue - Schedule of Reportable Segment Revenues, Disaggregated by Revenue (Details) - USD ($)
$ in Millions
 3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Disaggregation Of Revenue [Line Items]    
Net service revenues $ 626.7 $ 655.9
Operating Segments | Landscape Maintenance    
Disaggregation Of Revenue [Line Items]    
Net service revenues 402.6 421.4
Operating Segments | Snow Removal    
Disaggregation Of Revenue [Line Items]    
Net service revenues 39.7 61.8
Operating Segments | Maintenance Services    
Disaggregation Of Revenue [Line Items]    
Net service revenues 442.3 483.2
Operating Segments | Development Services    
Disaggregation Of Revenue [Line Items]    
Net service revenues 185.4 174.4
Eliminations    
Disaggregation Of Revenue [Line Items]    
Net service revenues $ (1.0) $ (1.7)
v3.24.0.1
Revenue - Additional Information (Details 1)
Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01  
Disaggregation Of Revenue [Line Items]  
Remaining performance obligations, percentage 53.00%
Remaining performance obligations, expected satisfaction period 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01  
Disaggregation Of Revenue [Line Items]  
Remaining performance obligations, percentage 47.00%
Remaining performance obligations, expected satisfaction period 12 months
v3.24.0.1
Revenue - Schedule of Changes in Deferred Revenue (Details)
$ in Millions
 3 Months Ended
Dec. 31, 2023
USD ($)
Revenue from Contract with Customer [Abstract]  
Balance, September 30, 2023 $ 68.2
Recognition of revenue (245.5)
Deferral of revenue 268.2
Balance, December 31, 2023 $ 90.9
v3.24.0.1
Accounts Receivable, Net - Additional Information (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Sep. 30, 2023
Receivables [Abstract]    
Accounts receivable $ 418.9 $ 442.3
Allowance for doubtful accounts 7.6 5.1
Amounts of retention on incomplete project $ 63.2 $ 58.7
v3.24.0.1
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Sep. 30, 2023
Property Plant And Equipment [Line Items]    
Property and equipment $ 858.9 $ 857.4
Less: Accumulated depreciation 556.1 542.2
Property and equipment, net 302.8 315.2
Land    
Property Plant And Equipment [Line Items]    
Property and equipment 44.7 44.7
Building and Leasehold Improvements    
Property Plant And Equipment [Line Items]    
Property and equipment 46.1 45.6
Operating Equipment    
Property Plant And Equipment [Line Items]    
Property and equipment 341.7 338.8
Transportation Vehicles    
Property Plant And Equipment [Line Items]    
Property and equipment 347.5 351.9
Office Equipment and Software    
Property Plant And Equipment [Line Items]    
Property and equipment 71.0 68.7
Construction in Progress    
Property Plant And Equipment [Line Items]    
Property and equipment $ 7.9 $ 7.7
Minimum | Building and Leasehold Improvements    
Property Plant And Equipment [Line Items]    
Property and equipment, Useful Life 2 years  
Minimum | Operating Equipment    
Property Plant And Equipment [Line Items]    
Property and equipment, Useful Life 2 years  
Minimum | Transportation Vehicles    
Property Plant And Equipment [Line Items]    
Property and equipment, Useful Life 3 years  
Minimum | Office Equipment and Software    
Property Plant And Equipment [Line Items]    
Property and equipment, Useful Life 3 years  
Maximum | Building and Leasehold Improvements    
Property Plant And Equipment [Line Items]    
Property and equipment, Useful Life 40 years  
Maximum | Operating Equipment    
Property Plant And Equipment [Line Items]    
Property and equipment, Useful Life 7 years  
Maximum | Transportation Vehicles    
Property Plant And Equipment [Line Items]    
Property and equipment, Useful Life 7 years  
Maximum | Office Equipment and Software    
Property Plant And Equipment [Line Items]    
Property and equipment, Useful Life 10 years  
v3.24.0.1
Property and Equipment, Net - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 25.6 $ 27.1
v3.24.0.1
Intangible Assets, Goodwill and Acquisitions - Additional Information (Details)
$ in Millions
 3 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Company
Finite Lived Intangible Assets [Line Items]    
Amortization of intangible assets $ 10.1 $ 11.9
Net service revenues 626.7 $ 655.9
Number of unrelated maintenance services companies acquired | Company   2
Consideration paid, net of cash acquired $ 0.0 $ 10.0
Weighted average amortization periods of intangible assets acquired   7 years
Unrelated Maintenance Services Companies    
Finite Lived Intangible Assets [Line Items]    
Acquisition of operations, Percentage   100.00%
Consideration paid, net of cash acquired   $ 10.0
Customer Relationships    
Finite Lived Intangible Assets [Line Items]    
Identifiable assets acquired related to intangible assets   $ 2.6
v3.24.0.1
Intangible Assets, Goodwill and Acquisitions - Schedule of Intangible Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Sep. 30, 2023
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 732.0 $ 732.0
Accumulated Amortization (609.9) (599.7)
Customer Relationships    
Finite Lived Intangible Assets [Line Items]    
Gross Carrying Amount 725.5 725.5
Accumulated Amortization $ (604.2) (594.1)
Customer Relationships | Minimum    
Finite Lived Intangible Assets [Line Items]    
Useful Life 6 years  
Customer Relationships | Maximum    
Finite Lived Intangible Assets [Line Items]    
Useful Life 21 years  
Trademarks    
Finite Lived Intangible Assets [Line Items]    
Useful Life 12 years  
Gross Carrying Amount $ 3.8 3.8
Accumulated Amortization $ (3.0) $ (2.9)
v3.24.0.1
Intangible Assets, Goodwill and Acquisitions - Summary of Goodwill (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Goodwill [Line Items]    
Beginning balance $ 2,021.4 $ 2,008.8
Acquisitions [1] 0.1 12.6
Ending balance 2,021.5 2,021.4
Maintenance Services    
Goodwill [Line Items]    
Beginning balance 1,803.4 1,792.7
Acquisitions [1] 0.1 10.7
Ending balance 1,803.5 1,803.4
Development Services    
Goodwill [Line Items]    
Beginning balance 218.0 216.1
Acquisitions [1] 0.0 1.9
Ending balance $ 218.0 $ 218.0
[1] The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period
v3.24.0.1
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Sep. 30, 2023
Debt Instrument [Line Items]    
Financing costs, net $ (6.1) $ (6.6)
Long-term debt, net 879.8 888.1
Series B Term Loan    
Debt Instrument [Line Items]    
Debt instruments net of original issue discount 731.9 731.7
Receivables Financing Agreement    
Debt Instrument [Line Items]    
Debt instruments net of original issue discount $ 154.0 $ 163.0
v3.24.0.1
Long-Term Debt - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Aug. 31, 2023
Aug. 28, 2023
Apr. 22, 2022
Dec. 18, 2013
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2023
Jun. 22, 2022
Debt Instrument [Line Items]                
Debt repayments         $ 0.0 $ 3.0    
Debt voluntary repayment         9.5 114.0    
Debt borrowings during the period         0.5 171.0    
Long-term debt, fair value         892.0   $ 900.1  
Receivables Financing Agreement | Wholly-owned Subsidiary                
Debt Instrument [Line Items]                
Credit agreement, maximum borrowing capacity               $ 275.0
Debt voluntary repayment         9.5 114.0    
Debt borrowings during the period         0.5 171.0    
Series B Term Loan | SOFR                
Debt Instrument [Line Items]                
Debt instrument, basis spread on variable rate     0.50%          
Series B Term Loan | ABR                
Debt Instrument [Line Items]                
Debt instrument, basis spread on variable rate     1.50%          
Credit Agreement | First Lien Credit Facility Term Loans                
Debt Instrument [Line Items]                
Credit agreement date       Dec. 18, 2013        
Debt instrument, term       7 years        
Credit agreement, maximum borrowing capacity       $ 1,460.0        
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]                
Percentage Of Prepayment Premium for Voluntary Prepayments 1.00%              
Debt borrowings during the period   $ 450.0            
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 3.0    
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          
Line of credit facility, amount outstanding balance         0.0      
Letters of Credit Outstanding, Amount         $ 42.6   $ 42.6  
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    
Debt instrument, maturity date     Apr. 22, 2027          
Debt borrowings during the period           $ 24.0    
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%          
Revolving Credit Facility | Series B Term Loan | SOFR | Maximum                
Debt Instrument [Line Items]                
Debt instrument, basis spread on variable rate     3.25%          
Revolving Credit Facility | Series B Term Loan | SOFR | Minimum                
Debt Instrument [Line Items]                
Debt instrument, basis spread on variable rate     3.00%          
Revolving Credit Facility | Series B Term Loan | ABR | Maximum                
Debt Instrument [Line Items]                
Debt instrument, basis spread on variable rate     2.25%          
Revolving Credit Facility | Series B Term Loan | ABR | Minimum                
Debt Instrument [Line Items]                
Debt instrument, basis spread on variable rate     2.00%          
v3.24.0.1
Long-Term Debt - Scheduled Maturities of Long-Term Debt (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Sep. 30, 2023
Debt Disclosure [Abstract]    
2024 $ 0.0  
2025 154.0  
2026 0.0  
2027 0.0  
2029 and thereafter 738.0  
Total long-term debt 892.0  
Less: Current portion of long-term debt 0.0  
Less: Original issue discount 6.1  
Less: Financing costs 6.1  
Total long-term debt, net $ 879.8 $ 888.1
v3.24.0.1
Fair Value Measurements and Derivative Instruments - Additional Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Aug. 28, 2023
Jan. 31, 2023
Dec. 31, 2022
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 $ 5.0        
Interest Rate Collar Agreement          
Derivative [Line Items]          
Notional amount       $ 500.0  
Terminated notional amount     $ 400.0    
Maximum          
Derivative [Line Items]          
Percentage of participants compensation deferred 70.00%        
v3.24.0.1
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, 2023
Sep. 30, 2023
Carrying Value | Other Assets    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total assets $ 15.9 $ 32.2
Carrying Value | Other Assets | Interest Rate Derivative Contracts    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total assets 4.1 21.3
Carrying Value | Other Liabilities    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total liabilities 11.8 10.9
Investment Held by Rabbi Trust | Carrying Value | Other Assets    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total assets 11.8 10.9
Investment Held by Rabbi Trust | Carrying Value | Other Liabilities    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total liabilities 11.8 10.9
Level 1 | Other Assets    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total assets 11.8 10.9
Level 1 | Other Assets | Interest Rate Derivative Contracts    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total assets 0.0 0.0
Level 1 | Other Liabilities    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total liabilities 11.8 10.9
Level 1 | Investment Held by Rabbi Trust | Other Assets    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total assets 11.8 10.9
Level 1 | Investment Held by Rabbi Trust | Other Liabilities    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total liabilities 11.8 10.9
Level 2 | Other Assets    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total assets 4.1 21.3
Level 2 | Other Assets | Interest Rate Derivative Contracts    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total assets 4.1 21.3
Level 2 | Other Liabilities    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Total liabilities 0.0 0.0
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 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 | 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
v3.24.0.1
Fair Value Measurements and Derivative Instruments - Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges (Details) - Interest Rate Contracts - Cash Flow Hedges - Designated - USD ($)
$ in Millions
 3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
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 Expense Interest Expense
Income (Loss) recognized in Other comprehensive (loss) $ (14.5) $ 0.0
Net income (loss) reclassified from Accumulated other comprehensive income into Interest expense $ 2.9 $ 3.0
v3.24.0.1
Income Taxes - Summary of Income Tax Benefit and Effective Income Tax Rate (Details) - USD ($)
$ in Millions
 3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]    
(Loss) before income taxes $ (22.1) $ (24.4)
Income tax (benefit) $ (5.7) $ (5.5)
Effective income tax rate 25.80% 22.50%
v3.24.0.1
Equity-Based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Nov. 17, 2023
Nov. 14, 2022
May 17, 2022
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2023
Sep. 11, 2023
Mar. 10, 2020
Oct. 22, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Equity-based compensation       $ 5.1 $ 5.6        
Unrecognized compensation cost       $ 39.0   $ 23.7      
Unamortized value of outstanding stock-based compensation, weighted average remaining life       1 year 4 months 24 days   1 year 1 month 6 days      
Amended and Restated 2018 Omnibus Incentive Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Number of shares of common stock that may be issued               18,650,000  
ESPP                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Common stock shares available for sale                 1,100,000
Common stock shares issued 188,000 177,000              
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    
Restricted Stock Awards                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
RSUs Forfeited       54,000          
Restricted Stock Units (RSUs) [Member]                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Vesting period       4 years          
Non-cash equity-based compensation expense over the requisite service period       $ 13.9          
Stock options weighted average grant date fair value       $ 7.44          
Number of shares exercised       1,041,000          
Vested | shares       1,041,000          
RSUs Forfeited       124,000          
Common stock shares issued       2,094,000          
Performance stock units issued       2,094,000          
Weighted average distribution price per share of PSU       $ 7.44          
Stock Options                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Non-cash equity-based compensation expense over the requisite service period       $ 6.3          
Performance Shares                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Weighted average exercise price       $ 7.35          
Vested | shares       0          
RSUs Forfeited       95,000          
Performance stock units issued       918,000          
Weighted average distribution price per share of PSU       $ 7.35          
Performance Shares | Maximum                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Performance Stock unit awards vesting rights percentage     200.00%            
Performance Shares | Minimum                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Performance Stock unit awards vesting rights percentage     0.00%            
v3.24.0.1
Equity-Based Compensation - Summary of Company's Restricted Stock Award Activity (Details)
 3 Months Ended
Dec. 31, 2023
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Weighted Average Exercise Price, Outstanding at September 30, 2023 $ 19.06
Forfeited, weighted average exercise price 19.6
Weighted Average Exercise Price, Outstanding at December 31, 2023 $ 19.02
Restricted Stock Awards  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Beginning balance, Outstanding | shares | shares 213,000
Forfeited | shares | shares 54,000
Ending balance, Outstanding | shares | shares 159,000
Weighted Average Exercise Price, Outstanding at September 30, 2023 $ 14.66
Forfeited, weighted average exercise price 14.66
Weighted Average Exercise Price, Outstanding at December 31, 2023 $ 14.66
v3.24.0.1
Equity-Based Compensation - Summary of Company's Restricted Stock Unit Activity (Details)
 3 Months Ended
Dec. 31, 2023
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Weighted Average Exercise Price, Outstanding at September 30, 2023 $ 19.06
Forfeited, weighted average exercise price 19.6
Weighted Average Exercise Price, Outstanding at December 31, 2023 $ 19.02
Restricted Stock Units (RSUs) [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Beginning balance, Outstanding | shares | shares 3,021,000
Granted | shares | shares 2,094,000
Vested | shares | shares 1,041,000
Forfeited | shares | shares 124,000
Ending balance, Outstanding | shares | shares 3,950,000
Weighted Average Exercise Price, Outstanding at September 30, 2023 $ 9.32
Granted, weighted average exercise price 7.44
Vested, weighted average exercise price 10.14
Forfeited, weighted average exercise price 10
Weighted Average Exercise Price, Outstanding at December 31, 2023 $ 8.09
v3.24.0.1
Equity-Based Compensation - Summary of Company's Stock Option Activity (Details)
 3 Months Ended
Dec. 31, 2023
$ / shares
shares
Share-Based Payment Arrangement [Abstract]  
Outstanding at September 30, 2023 | shares | shares 4,449,000
Forfeited | shares | shares 327,000
Outstanding at December 31, 2023 | shares | shares 4,122,000
Stock option vested and exercisable upon issuance | shares 3,444,000
Expected to vest after December 31, 2023 | shares 678,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]  
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ / shares $ 19.06
Forfeited, weighted average exercise price | $ / shares 19.6
Weighted Average Exercise Price, Outstanding at December 31, 2023 | $ / shares 19.02
Weighted Average Exercise Price, Vested and Exercisable at December 31, 2023 | $ / shares 18.96
Weighted Average Exercise Price, Expected to vest after December 31,2023 | $ / shares $ 19.31
v3.24.0.1
Equity-Based Compensation - Summary of Company's Performance Stock Unit Activity (Details)
 3 Months Ended
Dec. 31, 2023
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Forfeited | shares | shares 327,000
Weighted Average Exercise Price, Outstanding at September 30, 2023 $ 19.06
Forfeited, weighted average exercise price 19.6
Weighted Average Exercise Price, Outstanding at December 31, 2023 $ 19.02
Performance Shares [Member]  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Beginning balance, Outstanding | shares | shares 512,000
Granted | shares | shares 918,000
Forfeited | shares | shares 95,000
Ending balance, Outstanding | shares | shares 1,335,000
Weighted Average Exercise Price, Outstanding at September 30, 2023 $ 7.48
Granted, weighted average exercise price 7.35
Forfeited, weighted average exercise price 7.48
Weighted Average Exercise Price, Outstanding at December 31, 2023 $ 7.39
v3.24.0.1
Commitment and Contingencies - Additional Information (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Sep. 30, 2023
Commitments And Contingencies [Line Items]    
Reserve for unpaid and incurred but not reported claims, amount $ 161.5 $ 159.9
Reserve for unpaid and incurred but not reported claims, classified in current liabilities 53.4 54.8
Reserve for unpaid and incurred but not reported claims, classified in non-current liabilities 108.1 105.1
Claims recoverable from third party insurance carriers 19.7 18.1
Other Current Assets    
Commitments And Contingencies [Line Items]    
Claims recoverable from third party insurance carriers 5.7 5.3
Other Assets    
Commitments And Contingencies [Line Items]    
Claims recoverable from third party insurance carriers $ 14.0 $ 12.8
v3.24.0.1
Segments - Additional Information (Details)
 3 Months Ended
Dec. 31, 2023
Segment
Segment Reporting [Abstract]  
Number of operating segments 2
v3.24.0.1
Segments - Summary of Certain Financial Data For Each of Segments (Details) - USD ($)
$ in Millions
 3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]    
Net Service Revenues $ 626.7 $ 655.9
Adjusted EBITDA [1] 46.7 48.6
Capital Expenditures 10.1 27.2
Net (loss) (16.4) (18.9)
Interest expense 17.1 23.2
Income tax (benefit) (5.7) (5.5)
Depreciation expense 25.6 27.1
Amortization expense 10.1 11.9
Business transformation and integration costs [2] 10.7 4.7
Equity-based compensation [3] 5.3 5.7
COVID-19 related expenses [4] 0.0 0.4
Severance and related costs 2.5 0.1
Business integration [5] 0.6 2.7
IT infrastructure, transformation, and other [6] 7.6 1.9
Corporate    
Segment Reporting Information [Line Items]    
Adjusted EBITDA (14.9) (18.4)
Capital Expenditures 1.2 1.2
Operating Segments | Maintenance Services    
Segment Reporting Information [Line Items]    
Net Service Revenues 442.3 483.2
Adjusted EBITDA 42.0 50.5
Capital Expenditures 7.7 24.0
Operating Segments | Development Services    
Segment Reporting Information [Line Items]    
Net Service Revenues 185.4 174.4
Adjusted EBITDA 19.6 16.5
Capital Expenditures 1.2 2.0
Eliminations    
Segment Reporting Information [Line Items]    
Net Service Revenues $ (1.0) $ (1.7)
[1] Presented below is a reconciliation of Net (loss) to Adjusted EBITDA:
[2] Business transformation and integration costs consist of (i) severance and related costs; (ii) business integration costs and (iii) information technology infrastructure, transformation, and other costs.
[3] Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding.
[4] Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment, cleaning and supply purchases, and other.
[5] Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, and fleet and uniform rebranding costs. The Company excludes Business integration costs from the measures disclosed above since such expenses vary in amount due to the number of acquisitions and size of acquired companies as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create a lack of comparability between periods.
[6] Represents expenses related to distinct initiatives, typically significant enterprise-wide changes. Such expenses are excluded from the measures disclosed above since such expenses vary in amount based on occurrence as well as factors specific to each of the activities, are outside of the normal operations of the business, and create a lack of comparability between periods.
v3.24.0.1
Mezzanine Equity - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Aug. 28, 2023
Class of Stock [Line Items]      
Preferred stock, issued and sold 0 0  
Preferred stock, par value $ 0.01 $ 0.01  
Series A Convertible Preferred Stock      
Class of Stock [Line Items]      
Preferred stock, issued and sold 500,000 500,000 500,000
Preferred stock, par value $ 0.01 $ 0.01 $ 0.01
Aggregate purchase price     $ 500
Dividends paid in-kind $ 8.9    
v3.24.0.1
(Loss) Per Share of Common Stock - Reconciliation of Numerator and Denominator for Basic and Diluted Earnings (loss) Per Share Calculation (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Earnings Per Share [Abstract]    
Net (loss) $ (16.4) $ (18.9)
Less: dividends on Series A convertible preferred shares 8.9 0.0
Net (loss) attributable to common stockholders $ (25.3) $ (18.9)
Weighted average number of common shares outstanding - basic 93,986,000 93,252,000
Weighted average number of common shares outstanding - diluted 93,986,000 93,252,000
Basic (loss) per share $ (0.27) $ (0.2)
Diluted (loss) per share $ (0.27) $ (0.2)
Weighted average number of anti-dilutive Series A convertible preferred shares, options and restricted stock [1] 59,434,000 5,321,000
[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
v3.24.0.1
Subsequent Events - Additional Information (Details)
$ in Millions
Jan. 12, 2024
USD ($)
Subsequent Event [Member]  
Subsequent Event [Line Items]  
Total cash consideration $ 51.6