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Market ClerkRecap
Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 30The week ahead

BV

BrightView Holdings, Inc.
NYSE · CONSUMER STAPLES · AGRICULTURAL SERVICES
10.59
−0.16 −1.49%
USD · close Oct 23

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MKT CAP $980.6MP/E —DIV YIELD —FCF YIELD -2.50%REV TTM —NET INCOME $20.3M −62.3%NET DEBT $868.3M52W 9.91 – 14.85SEC XBRL · TTM TO Invalid Date

How BV rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
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Added
285
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Dropped
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Length
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words, now 35,143

New in FY2025

  • Overview Our Company We are the largest provider of commercial landscaping services in the United States, with revenues approximately 4 times those of our next largest commercial landscaping competitor.
  • We operate through a differentiated and integrated national service model which systematically delivers services at the local level by combining our network of over 265 branches with a qualified service partner network.
  • Maintenance Services Our Maintenance Services segment delivers a full suite of recurring commercial landscaping services in both evergreen and seasonal markets, ranging from mowing, gardening, mulching and snow removal, to more horticulturally advanced services, such as water management, irrigation maintenance, tree care and golf course maintenance.
  • Specific services include project design and management services, landscape architecture, landscape installation, irrigation installation, tree moving and installation, pool and water features, sports field services and specialty turf maintenance, among others.
  • A large component of our costs are variable, such as labor, subcontractor expense, fuel and materials.
  • Corporate expenses, including corporate executive compensation, finance, legal and information technology, are included in consolidated selling, general and administrative expense.
  • Other (income) expense Other (income) expense consists primarily of investment gains related to investments held in a Rabbi Trust.
  • In addition to our GAAP financial measures, we review various non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share (“Adjusted EPS”), and Adjusted Free Cash Flow.
  • We believe Adjusted Free Cash Flow is a helpful supplemental measure to assist us and investors in evaluating our liquidity.
  • Adjusted Free Cash Flow represents cash flows from operating activities less capital expenditures, net of proceeds from sales of property and equipment.
  • We believe Adjusted Free Cash Flow is useful to provide additional information to assess our ability to pursue business opportunities and investments and to service our debt.
  • Adjusted Free Cash Flow has limitations as an analytical tool, including that it does not account for our future contractual commitments and excludes investments made to acquire assets under finance leases and required debt service payments.
  • Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Adjusted Free Cash Flow to supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures.
  • In addition, we believe that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Adjusted Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Adjusted Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.
  • Adjusted Free Cash Flow is provided in addition to, and should not be considered as an alternative to, cash flow from operating activities or any other measure derived in accordance with GAAP as a measure of our liquidity.
  • Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Adjusted Free Cash Flow have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
  • One BrightView Initiative In fiscal year 2024, the Company launched its One BrightView initiative.
  • The One BrightView initiative represents a cultural change and encapsulates the Company’s effort to refocus our core service lines and position ourselves for long-term profitable growth by streamlining our operating structure, leveraging our size and scale, and becoming the employer of choice.
  • As part of the initiative, the Company has introduced transformational changes designed to unite the organization as one comprehensive team, and drive a renewed focus on the Company’s profitable core businesses.
  • The actions taken under the One BrightView initiative have resulted in improved customer and employee retention and contributed to sustainable improved profitability.
  • Year Ended September 30, (in millions) 2025 2024 Net service revenues $ 2,672.8 $ 2,767.1 Cost of services provided 2,051.1 2,121.5 Gross profit 621.7 645.6 Selling, general and administrative expense 457.8 496.5 Gain on divestiture — (43.6 ) Amortization expense 29.3 35.8 Income from operations 134.6 156.9 Other (income) expense (0.4 ) (2.0 ) Interest expense, net 53.7 62.4 Income before income taxes 81.3 96.5 Income tax expense 25.3 30.1 Net income $ 56.0 $ 66.4 Basic earnings per share $ 0.13 $ 0.21 Adjusted EBITDA (1) $ 352.3 $ 324.7 Adjusted Net Income (1) $ 113.2 $ 113.1 Cash flows from operating activities $ 291.8 $ 205.6 Adjusted Free Cash Flow (1) $ 65.2 $ 145.3 (1) See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable GAAP measure.
  • Fiscal Year Ended September 30, 2025 compared to Fiscal Year Ended September 30, 2024 Net Service Revenues Net service revenues for the fiscal year ended September 30, 2025 decreased $94.3 million, or 3.4%, to $2,672.8 million, from $2,767.1 million in the 2024 period.
  • The decrease was driven by a decrease in Maintenance Services revenues of $72.7 million, combined with a decrease in Development Services revenues of $19.7 million as discussed further below in Segment Results.
  • Gross Profit Gross profit for the fiscal year ended September 30, 2025 decreased $23.9 million, or 3.7%, to $621.7 million, from $645.6 million in the 2024 period.
  • Gross margin remained flat at 23.3% for the fiscal year ended September 30, 2025.
  • The decreases in gross profit was primarily driven by the decrease net service revenues, described above combined with increased depreciation.
  • Selling, General and Administrative Expense Selling, general and administrative expense for the fiscal year ended September 30, 2025 decreased $38.7 million, or 7.8%, to $457.8 million, from $496.5 million in the 2024 period.
  • As a percentage of revenue, selling, general and administrative expense decreased 80 basis points for the fiscal year ended September 30, 2025 to 17.1%, from 17.9% in the 2024 period.
  • The decrease was driven primarily by decreases in compensation-related costs as a result of the Company's cost management initiatives combined with a decrease in business transformation and integration costs.
  • Gain on divestiture There was no gain on divestiture for the fiscal year ended September 30, 2025.
  • Gain on divestiture for the fiscal year ended September 30, 2024 was $43.6 million which consisted of the realized gain on sale and transaction related expenses from the divestiture of U.S.
  • Amortization Expense Amortization expense for the fiscal year ended September 30, 2025 decreased $6.5 million, or 18.2%, to $29.3 million, from $35.8 million in the 2024 period.
  • Other (Income) Expense Other income was $0.4 million for the fiscal year ended September 30, 2025 compared to other income of $2.0 million in the 2024 period.
  • The $1.6 million decrease in other income was driven principally by changes in the value of investments held in the Rabbi Trust and costs associated with the repricing of the Company's term loan.
  • Interest Expense Interest expense for the fiscal year ended September 30, 2025 decreased $8.7 million, or 13.9%, to $53.7 million, from $62.4 million in the 2024 period.
  • The decrease was driven principally by the decrease in interest rates as a result of the repricing of our Series B Term Loans in fiscal 2024 and the decrease in the Company's long term debt balance partially offset by an increase in finance lease interest expense and a decrease in interest income.
  • Income Tax Expense For the fiscal year ended September 30, 2025, income tax expense decreased $4.8 million, or 15.9%, to $25.3 million, compared to $30.1 million in the 2024 period.
  • The change in income tax expense is primarily attributable to the change in the Company’s pretax income of $81.3 million in the current period compared to pretax income of $96.5 million in the 2024 period.
  • Net Income For the fiscal year ended September 30, 2025, net income decreased by $10.4 million, to a net income of $56.0 million, from $66.4 million in the 2024 period.
  • The decrease in net income was primarily due to the changes noted above.

and 245 more.

Gone since FY2024

  • Overview Our Company We are the largest provider of commercial landscaping services in the United States, with revenues approximately 5 times those of our next largest commercial landscaping competitor.
  • We operate through a differentiated and integrated national service model which systematically delivers services at the local level by combining our network of over 280 branches with a qualified service partner network.
  • Maintenance Services Our Maintenance Services segment delivers a full suite of recurring commercial landscaping services in both evergreen and seasonal markets, ranging from mowing, gardening, mulching and snow removal, to more horticulturally advanced services, such as water management, irrigation maintenance, tree care, golf course maintenance and specialty turf maintenance.
  • Specific services include project design and management services, landscape architecture, landscape installation, irrigation installation, tree moving and installation, pool and water features and sports field services, among others.
  • A large component of our costs are variable, such as labor, subcontractor expense and materials.
  • Corporate expenses, including corporate executive compensation, finance, legal and information technology, are included in consolidated selling, general and administrative expense and not allocated to the business segments.
  • Other (income) expense Other (income) expense consists primarily of investment gains related to investments held in Rabbi Trust.
  • In addition to our GAAP financial measures, we review various non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share (“Adjusted EPS”), and Free Cash Flow.
  • We believe Free Cash Flow is a helpful supplemental measure to assist us and investors in evaluating our liquidity.
  • Free Cash Flow represents cash flows from operating activities less capital expenditures, net of proceeds from sales of property and equipment.
  • We believe Free Cash Flow is useful to provide additional information to assess our ability to pursue business opportunities and investments and to service our debt.
  • Free Cash Flow has limitations as an analytical tool, including that it does not account for our future contractual commitments and excludes investments made to acquire assets under finance leases and required debt service payments.
  • Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Free Cash Flow to supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures.
  • In addition, we believe that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.
  • Free Cash Flow is provided in addition to, and should not be considered as an alternative to, cash flow from operating activities or any other measure derived in accordance with GAAP as a measure of our liquidity.
  • Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Free Cash Flow have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
  • During the fiscal year ended September 30, 2024, the Company incurred $0.4 million of integration costs related to acquisitions completed prior to fiscal 2024.
  • Year Ended September 30, (in millions) 2024 2023 Net service revenues $ 2,767.1 $ 2,816.0 Cost of services provided 2,121.5 2,137.1 Gross profit 645.6 678.9 Selling, general and administrative expense 496.5 533.4 Gain on divestiture (43.6 ) - Amortization expense 35.8 44.5 Income from operations 156.9 101.0 Other (income) expense (2.0 ) 6.7 Interest expense, net 62.4 97.4 Income (loss) before income taxes 96.5 (3.1 ) Income tax expense 30.1 4.6 Net income (loss) $ 66.4 $ (7.7 ) Basic earnings (loss) per share $ 0.21 $ (0.12 ) Adjusted EBITDA (1) $ 324.7 $ 298.7 Adjusted Net Income (1) $ 113.1 $ 61.4 Cash flows from operating activities $ 205.6 $ 129.9 Free Cash Flow (1) $ 145.3 $ 80.2 (1) See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable GAAP measure.
  • Fiscal Year Ended September 30, 2024 compared to Fiscal Year Ended September 30, 2023 Net Service Revenues Net service revenues for the fiscal year ended September 30, 2024 decreased $48.9 million, or 1.7%, to $2,767.1 million, from $2,816.0 million in the 2023 period.
  • The decrease was driven by a decrease in Maintenance Services revenues of $102.5 million, partially offset by an increase in Development Services revenues of $50.8 million as discussed further below in Segment Results.
  • Gross Profit Gross profit for the fiscal year ended September 30, 2024 decreased $33.3 million, or 4.9%, to $645.6 million, from $678.9 million in the 2023 period.
  • Gross margin decreased 80 basis points to 23.3% for the fiscal year ended September 30, 2024, from 24.1% in the 2023 period.
  • The decreases in gross profit and gross margin were primarily driven by the decrease net service revenues, described above, coupled with increased labor costs resulting from increased investments in service levels.
  • Partially offsetting this was lower subcontractor costs as a result of our strategic reduction in non-core businesses.
  • Selling, General and Administrative Expense Selling, general and administrative expense for the fiscal year ended September 30, 2024 decreased $36.9 million, or 6.9%, to $496.5 million, from $533.4 million in the 2023 period.
  • As a percentage of revenue, selling, general and administrative expense decreased 110 basis points for the fiscal year ended September 30, 2024 to 17.9%, from 19.0% in the 2023 period.
  • The decrease was driven primarily by decreases in compensation-related costs as a result of cost cutting measures partially offset by the increase in business transformation and integration costs.
  • Amortization Expense Amortization expense for the fiscal year ended September 30, 2024 decreased $8.7 million, or 19.6%, to $35.8 million, from $44.5 million in the 2023 period.
  • Other (Income) Expense Other income was $2.0 million for the fiscal year ended September 30, 2024 compared to other expense of $6.7 million in the 2023 period.
  • The $8.7 million increase in other (income) expense was driven principally by the losses on the extinguishment of debt incurred in connection with the repayment of a portion of the Series B Term Loan in 2023.
  • Interest Expense Interest expense for the fiscal year ended September 30, 2024 decreased $35.0 million, or 35.9%, to $62.4 million, from $97.4 million in the 2023 period.
  • The decrease was driven principally by the decrease in the long-term debt balance combined with an increase in interest income associated with the increase in the cash and cash equivalents balance.
  • Income Tax Expense For the fiscal year ended September 30, 2024, income tax expense increased $25.5 million, or 554.3%, to $30.1 million, compared to $4.6 million in the 2023 period.
  • The change in income tax expense is primarily attributable to the change in the Company’s pretax income of $96.5 million in the current period compared to pretax loss of $3.1 million in the 2023 period.
  • Net (Loss) Income For the fiscal year ended September 30, 2024, net income increased by $74.1 million, to a net income of $66.4 million, from net loss of $(7.7) million in the 2023 period.
  • The increase in net income was primarily due to the changes noted above.
  • Dividends on Series A Convertible Preferred Shares For the fiscal year ended September 30, 2024, Dividends on Series A Convertible Preferred Shares were $35.7 million compared to $3.2 million in the 2023 period.
  • The dividends on the Series A Convertible Preferred Stock were the result of the Series A convertible preferred share agreement, which was entered into in the fourth quarter of fiscal 2023.
  • Adjusted EBITDA Adjusted EBITDA increased $26.0 million for the fiscal year ended September 30, 2024, to $324.7 million, from $298.7 million in the 2023 period.
  • Adjusted EBITDA as a percentage of revenue was 11.7% and 10.6% for the fiscal years ended 2024 and 2023, respectively.

and 249 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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