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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2025


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

For the transition period from to

Commission File Number: 001-38579

BrightView Holdings, Inc.

(Exact name of Registrant as specified in its Charter)


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

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

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


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

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

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

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

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

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

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

The number of shares of Registrant’s Common Stock outstanding as of April 30, 2025 was 95,300,000.

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		Page
PART I.	FINANCIAL INFORMATION	6
Item 1.	Financial Statements (Unaudited)	6
	Consolidated Balance Sheets	6
	Consolidated Statements of Operations	7
	Consolidated Statements of Comprehensive Income	8
	Consolidated Statements of Stockholders’ Equity and Mezzanine Equity	9
	Consolidated Statements of Cash Flows	10
	Notes to Unaudited Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION	42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
Signatures

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

•

competitive industry pressures;

•

our ability to preserve long-term customer relationships;

•

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

•

inconsistent practices and the operating results of individual branches;

•

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

•

impacts of future acquisitions or other strategic transactions;

•

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

•

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

•

the seasonal nature of our landscape maintenance services;

•

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

•

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

•

any failure to accurately estimate the overall risk, requirements, or costs when we bid on or negotiate contracts that are ultimately awarded to us and, for such contracts, the ability to collect amounts owed under such contracts;

•

the conditions and periodic fluctuations of the new commercial construction sector, as well as spending on repair and upgrade activities;

•

the level, timing and location of snowfall;

•

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

•

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

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•

any failure to properly verify employment eligibility of our employees;

•

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

•

our recognition of future impairment charges;

•

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

•

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

•

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

•

tax increases and changes in tax rules;

•

any increase in on-job accidents involving employees;

•

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

•

compliance with data privacy regulations;

•

our ability to adequately protect our intellectual property;

•

any adverse consequences of our substantial indebtedness;

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

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•

general business, economic, and financial market conditions;

•

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

•

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

•

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

•

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

•

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

•

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

•

maintaining effective internal controls; and

•

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

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

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BrightView Holdings, Inc.

Consolidated Balance Sheets

(Unaudited)

(In millions, except par value and share data)


	March 31, 2025			September 30, 2024
Assets
Current assets:
Cash and cash equivalents	$	141.3		$	140.4
Accounts receivable, net		394.9			415.2
Unbilled revenue		91.5			137.8
Other current assets		87.8			86.7
Total current assets		715.5			780.1
Property and equipment, net		404.5			391.9
Intangible assets, net		80.6			95.8
Goodwill		2,015.6			2,015.7
Operating lease assets		75.8			81.3
Other assets		32.8			27.0
Total assets	$	3,324.8		$	3,391.8
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	136.6		$	144.1
Deferred revenue		113.4			83.8
Current portion of self-insurance reserves		52.2			52.8
Accrued expenses and other current liabilities		177.9			237.7
Current portion of operating lease liabilities		24.7			24.9
Total current liabilities		504.8			543.3
Long-term debt, net		798.9			802.5
Deferred tax liabilities		42.5			43.9
Self-insurance reserves		124.5			112.8
Long-term operating lease liabilities		57.2			62.6
Other liabilities		28.5			44.3
Total liabilities		1,556.4			1,609.4
Mezzanine equity:
Series A convertible preferred shares, $0.01 par value, 7% cumulative dividends; 500,000 shares issued and outstanding as of March 31, 2025 and September 30, 2024, aggregate liquidation preference of $512.0 as of March 31, 2025 and September 30, 2024		507.1			507.1
Stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding as of March 31, 2025 and September 30, 2024		—			—
Common stock, $0.01 par value; 500,000,000 shares authorized; 109,400,000 and 108,200,000 shares issued and 95,500,000 and 94,800,000 shares outstanding as of March 31, 2025 and September 30, 2024, respectively		1.1			1.1
Treasury stock, at cost; 13,900,000 and 13,400,000 shares as of March 31, 2025 and September 30, 2024, respectively		(180.6	)		(173.5	)
Additional paid-in capital		1,511.4			1,518.1
Accumulated deficit		(72.9	)		(68.9	)
Accumulated other comprehensive income (loss)		2.3			(1.5	)
Total stockholders’ equity		1,261.3			1,275.3
Total liabilities, mezzanine equity and stockholders’ equity	$	3,324.8		$	3,391.8

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

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BrightView Holdings, Inc.

Consolidated Statements of Operations

(Unaudited)

(In millions, except per share data)


	Three Months Ended March 31,						Six Months Ended March 31,
	2025			2024			2025			2024
Net service revenues	$	662.6		$	672.9		$	1,261.8		$	1,299.6
Cost of services provided		515.1			520.9			987.5			1,013.7
Gross profit		147.5			152.0			274.3			285.9
Selling, general and administrative expense		118.1			125.0			237.4			255.0
Gain on divestiture		—			(43.9	)		—			(43.9	)
Amortization expense		7.1			8.7			15.2			18.8
Income from operations		22.3			62.2			21.7			56.0
Other expense (income)		0.8			(0.8	)		0.7			(1.9	)
Interest expense, net		12.8			16.0			26.9			33.0
Income (loss) before income taxes		8.7			47.0			(5.9	)		24.9
Income tax expense (benefit)		2.3			13.3			(1.9	)		7.6
Net income (loss)	$	6.4		$	33.7		$	(4.0	)	$	17.3
Less: Dividends on Series A convertible preferred shares		8.8			8.9			17.8			17.8
Net (loss) income attributable to common stockholders	$	(2.4	)	$	24.8		$	(21.8	)	$	(0.5	)
Earnings (loss) per share:
Basic and diluted (loss) earnings per share	$	(0.03	)	$	0.17		$	(0.23	)	$	(0.01	)

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

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BrightView Holdings, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In millions)


	Three Months Ended March 31,						Six Months Ended March 31,
	2025			2024			2025			2024
Net income (loss)	$	6.4		$	33.7		$	(4.0	)	$	17.3
Net derivative (losses) gains and other costs arising during the period, net of tax (benefit) expense of $(1.4); $2.9; $1.9; and $(0.9), respectively (1)		(3.6	)		8.0			5.8			(2.6	)
Reclassification of (gains) into net income (loss), net of tax (expense) of $(0.3); $(0.9); $(0.8); and $(1.4), respectively		(0.8	)		(1.9	)		(2.0	)		(4.2	)
Other comprehensive (loss) income		(4.4	)		6.1			3.8			(6.8	)
Comprehensive income (loss)	$	2.0		$	39.8		$	(0.2	)	$	10.5

(1)

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

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

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BrightView Holdings, Inc.

Consolidated Statements of Changes in Stockholders’ Equity and Mezzanine Equity

Three and Six Months Ended March 31, 2025 and 2024

(Unaudited)

(In millions)


	Stockholders’ Equity																			Mezzanine Equity
	Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Treasury			Total Stockholders’			Preferred
	Shares		Amount		Capital			Deficit			Income (Loss)			Stock			Equity			Shares		Amount
Balance, December 31, 2024		109.2	$	1.1	$	1,515.6		$	(79.3	)	$	6.7		$	(178.6	)	$	1,265.5			0.5	$	507.1
Net income		—		—		—			6.4			—			—			6.4			—		—
Other comprehensive (loss), net of tax		—		—		—			—			(4.4	)		—			(4.4	)		—		—
Capital contributions and issuance of common stock		0.2		—		—			—			—			—			—			—		—
Equity-based compensation		—		—		4.6			—			—			—			4.6			—		—
Repurchase of common stock and distributions		—		—		—			—			—			(2.0	)		(2.0	)		—		—
Series A Preferred Stock dividends		—		—		(8.8	)		—			—			—			(8.8	)		—		—
Balance, March 31, 2025		109.4	$	1.1	$	1,511.4		$	(72.9	)	$	2.3		$	(180.6	)	$	1,261.3			0.5	$	507.1

Balance, September 30, 2024		108.2	$	1.1	$	1,518.1		$	(68.9	)	$	(1.5	)	$	(173.5	)	$	1,275.3			0.5	$	507.1
Net (loss)		—		—		—			(4.0	)		—			—			(4.0	)		—		—
Other comprehensive income, net of tax		—		—		—			—			3.8			—			3.8			—		—
Capital contributions and issuance of common stock		1.2		—		2.0			—			—			—			2.0			—		—
Equity-based compensation		—		—		9.1			—			—			—			9.1			—		—
Repurchase of common stock and distributions		—		—		—			—			—			(7.1	)		(7.1	)		—		—
Series A Preferred Stock dividends		—		—		(17.8	)		—			—			—			(17.8	)		—		—
Balance, March 31, 2025		109.4	$	1.1	$	1,511.4		$	(72.9	)	$	2.3		$	(180.6	)	$	1,261.3			0.5	$	507.1
	Stockholders’ Equity																			Mezzanine Equity
	Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Treasury			Total Stockholders’			Preferred
	Shares		Amount		Capital			Deficit			Income			Stock			Equity			Shares		Amount
Balance, December 31, 2023		107.8	$	1.1	$	1,527.4		$	(151.7	)	$	4.2		$	(172.9	)	$	1,208.1			0.5	$	507.1
Net income		—		—		—			33.7			—			—			33.7			—		—
Other comprehensive income, net of tax		—		—		—			—			6.1			—			6.1			—		—
Capital contributions and issuance of common stock		0.1		—		—			—			—			—			—			—		—
Equity-based compensation		—		—		4.9			—			—			—			4.9			—		—
Series A Preferred Stock dividends		—		—		(8.9	)		—			—			—			(8.9	)		—		—
Balance, March 31, 2024		107.9	$	1.1	$	1,523.4		$	(118.0	)	$	10.3		$	(172.9	)	$	1,243.9			0.5	$	507.1

Balance, September 30, 2023		106.6	$	1.1	$	1,530.8		$	(135.3	)	$	17.1		$	(170.4	)	$	1,243.3			0.5	$	498.2
Net income		—		—		—			17.3			—			—			17.3			—		—
Other comprehensive (loss), net of tax		—		—		—			—			(6.8	)		—			(6.8	)		—		—
Capital contributions and issuance of common stock		1.3		—		0.4			—			—			—			0.4			—		—
Equity-based compensation		—		—		10.0			—			—			—			10.0			—		—
Repurchase of common stock and distributions		—		—		—			—			—			(2.5	)		(2.5	)		—		—
Series A Preferred Stock dividends		—		—		(17.8	)		—			—			—			(17.8	)		—		8.9
Balance, March 31, 2024		107.9	$	1.1	$	1,523.4		$	(118.0	)	$	10.3		$	(172.9	)	$	1,243.9			0.5	$	507.1

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

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BrightView Holdings, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(In millions)


	Six Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net (loss) income	$	(4.0	)	$	17.3
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation		62.3			51.7
Amortization of intangible assets		15.2			18.8
Amortization of financing costs and original issue discount		1.3			1.3
Loss on debt extinguishment		0.7			—
Deferred taxes		(3.8	)		(7.2	)
Equity-based compensation		9.1			10.0
Realized gain on hedges		(2.8	)		(5.6	)
Gain on divestiture		—			(43.9	)
Other non-cash activities		3.2			2.1
Change in operating assets and liabilities:
Accounts receivable		11.8			16.8
Unbilled and deferred revenue		75.9			67.4
Other operating assets		(3.2	)		4.3
Accounts payable and other operating liabilities		(14.0	)		(23.5	)
Net cash provided by operating activities		151.7			109.5
Cash flows from investing activities:
Purchase of property and equipment		(92.3	)		(22.7	)
Proceeds from sale of property and equipment		7.6			2.6
Proceeds from divestiture		—			51.6
Other investing activities		1.3			0.8
Net cash (used) provided by investing activities		(83.4	)		32.3
Cash flows from financing activities:
Repayments of finance lease obligations		(21.1	)		(15.5	)
Repayments of receivables financing agreement		(16.0	)		(9.5	)
Proceeds from receivables financing agreement, net of issuance costs		11.6			0.5
Debt issuance and prepayment costs		(1.3	)		(0.4	)
Series A preferred stock dividend		(18.0	)		—
Proceeds from issuance of common stock, net of share issuance costs		1.8			0.6
Repurchase of common stock and distributions		(6.8	)		(2.5	)
Contingent business acquisition payments		(0.5	)		(4.7	)
Decrease in book overdrafts		(17.2	)		—
Other financing activities		0.1			—
Net cash (used) by financing activities		(67.4	)		(31.5	)
Net change in cash and cash equivalents		0.9			110.3
Cash and cash equivalents, beginning of period		140.4			67.0
Cash and cash equivalents, end of period	$	141.3		$	177.3
Supplemental Cash Flow Information:
Cash paid for income taxes, net	$	1.2		$	4.1
Cash paid for interest	$	29.8		$	35.3
Non-cash Series A Preferred Stock dividends	$	—		$	8.9
Accrual for property and equipment	$	25.8		$	—

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

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BrightView Holdings, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

(In millions, except per share and share data)

1. Business

BrightView Holdings, Inc. (the “Company” and, collectively with its consolidated subsidiaries, “BrightView”) provides landscape maintenance and enhancements, landscape development, snow removal and other landscape related services for commercial customers throughout the United States. BrightView is aligned into two reportable segments: Maintenance Services and Development Services.

Basis of Presentation

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

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

The Consolidated Balance Sheet as of September 30, 2024, presented herein, has been derived from the Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2024, but does not include all disclosures required by GAAP, for annual financial statements. For a more complete discussion of the Company’s accounting policies and certain other information, refer to the audited consolidated financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2024, filed with the Securities and Exchange Commission (“SEC”).

Use of Estimates

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

2. Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides optional expedients and exceptions for the accounting for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In January 2021, the FASB issued ASU 2021-01 to clarify the scope of certain optional expedients for derivatives that are affected by the discounting transition. In December 2022, the FASB issued ASU 2022-06 to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. As of March 31, 2025, the Company was not party to any contracts, hedging relationships, or other transactions affected by reference rate reform.

Segment Reporting

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

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

Income Taxes

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

Disaggregation of Income Statement Expenses

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

3. Revenue

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

Maintenance Services

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

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Development Services

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

Disaggregation of revenue

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


	Three Months Ended March 31,						Six Months Ended March 31,
	2025			2024			2025			2024
Landscape Maintenance	$	320.3		$	337.4		$	697.3		$	740.1
Snow Removal		172.5			173.1			204.8			212.7
Maintenance Services		492.8			510.5			902.1			952.8
Development Services		171.9			164.4			363.7			349.7
Eliminations		(2.1	)		(2.0	)		(4.0	)		(2.9	)
Net service revenues	$	662.6		$	672.9		$	1,261.8		$	1,299.6

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 March 31, 2025, 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 $501.5. The Company expects to recognize revenue on 57% of the remaining performance obligations over the next 12 months and an additional 43% over the 12 months thereafter.

Contract Assets and Liabilities

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

There were $99.2 of amounts billed and $52.9 of additions to our unbilled revenue balance during the six month period ended March 31, 2025.

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 six month period ended March 31, 2025 were as follows:


	Deferred Revenue
Balance, September 30, 2024	$	83.8
Recognition of revenue		(523.7	)
Deferral of revenue		553.3
Balance, March 31, 2025	$	113.4

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Practical Expedients and Exemptions

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

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

4. Accounts Receivable, net

Accounts receivable of $394.9 and $415.2, is net of an allowance for doubtful accounts of $16.8 and $10.0 and includes amounts of retention on incomplete projects to be completed within one year of $60.3 and $65.7 as of March 31, 2025 and September 30, 2024, respectively.

5. Property and Equipment, net

Property and equipment, net consists of the following:


	Useful Life	March 31, 2025		September 30, 2024
Land	—	$	42.9	$	42.9
Buildings and leasehold improvements	2-40 yrs.		47.1		46.7
Operating equipment	2-7 yrs.		402.4		388.3
Transportation vehicles	3-7 yrs.		417.9		403.1
Office equipment and software	3-10 yrs.		53.9		48.6
Construction in progress	—		4.3		4.9
Property and equipment			968.5		934.5
Less: Accumulated depreciation			564.0		542.6
Property and equipment, net		$	404.5	$	391.9

Construction in progress includes costs incurred for software and other assets that have not yet been placed in service. Depreciation expense related to property and equipment was $31.8 and $26.1 for the three months ended March 31, 2025 and 2024, respectively. Depreciation expense related to property and equipment was $62.3 and $51.7 for the six months ended March 31, 2025 and 2024, respectively.

6. Intangible Assets, Goodwill, Acquisitions, and Divestitures

Intangible Assets, net

Identifiable intangible assets consist of acquired customer contracts and relationships. Amortization expense related to intangible assets was $7.1 and $8.7 for the three months ended March 31, 2025 and 2024, respectively. Amortization expense related to intangible assets was $15.2 and $18.8, respectively. These assets are amortized over their estimated useful lives of which the reasonableness is continually evaluated by the Company. There were no intangible assets acquired during the three and six months ended March 31, 2025 and 2024, respectively.

Intangible assets, net, as of March 31, 2025 and September 30, 2024 consisted of the following:


		March 31, 2025					September 30, 2024
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships	6-21 yrs.	$	715.9	$	(635.3	)	$	715.9	$	(620.1	)
Total intangible assets		$	715.9	$	(635.3	)	$	715.9	$	(620.1	)

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Goodwill

The following is a summary of the goodwill activity for the periods ended September 30, 2024 and March 31, 2025:


	Maintenance Services			Development Services		Total
Balance, September 30, 2023	$	1,803.4		$	218.0	$	2,021.4
Acquisitions (1)		0.1			—		0.1
Divestiture		(5.8	)		—		(5.8	)
Balance, September 30, 2024	$	1,797.7		$	218.0	$	2,015.7
Acquisitions (1)		(0.1	)		—		(0.1	)
Balance, March 31, 2025	$	1,797.6		$	218.0	$	2,015.6

(1)

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

Divestiture

On January 12, 2024, the Company completed the sale of one of its fully owned subsidiaries, U.S. Lawns, for total cash consideration of $51.0. The gain on the transaction of $43.6 is included in Gain on divestiture in the Consolidated Statement of Operations for the three and six months ended March 31, 2024. The Maintenance Services operating segment includes the operations of the divested entity, and its results of operations are included in the Consolidated Statement of Operations through January 12, 2024.

7. Long-term Debt

Long-term debt consists of the following:


	March 31, 2025			September 30, 2024
Series B term loan	$	733.4		$	732.8
Receivables financing agreement		71.9			76.2
Financing costs, net		(6.4	)		(6.5	)
Total debt, net	$	798.9		$	802.5
Less: Current portion of long-term debt		—			—
Long-term debt, net	$	798.9		$	802.5

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

On December 18, 2013, the Company and a group of financial institutions entered into a credit agreement (the “Credit Agreement”). The Credit Agreement consisted of seven-year $1,460.0 term loans and a five-year $210.0 revolving credit facility. All amounts outstanding under the Credit Agreement were collateralized by substantially all of the assets of the Company. The Credit Agreement, as amended, provides for: (i) a $1,200.0 seven-year term loan (the “Series B Term Loan”) and (ii) a $300.0 five-year revolving credit facility (the “Revolving Credit Facility”). The Series B Term Loan matures on April 22, 2029. An original issue discount of $12.0 was incurred when the Series B Term Loan was issued and is being amortized using the effective interest method over the life of the debt, resulting in an effective yield of 2.16%. There were no debt repayments for the Series B Term Loan for the three and six months ended March 31, 2025 and 2024, respectively.

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

On January 29, 2025, the Company entered into Amendment No. 9 to the Credit Agreement (the "Ninth Credit Agreement Amendment"). Under the Ninth Credit Agreement Amendment, the existing Series B Term Loans were amended to bear interest at a rate per annum based on a secured overnight funding rate ("Term SOFR"), plus a margin of 2.00% or a base rate ("ABR") plus a margin of 1.00%, subject to SOFR and ABR floors of 0.50% and 1.50%, respectively.

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Revolving credit facility

The Revolving Credit Facility matures on April 22, 2027. The Revolving Credit Facility currently bears interest at a rate per annum equal to Term SOFR plus a margin ranging from 2.00% to 2.50% or ABR plus a margin ranging from 1.00% 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. There were no borrowings or repayments under the facility during the three and six months ended March 31, 2025 and 2024. The Company had no of letters of credit issued and outstanding as of March 31, 2025 and September 30, 2024.

Receivables financing agreement

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

On June 27, 2024, the Company, through a wholly-owned subsidiary, entered into the Fifth Amendment to the Receivables Financing Agreement (the “Fifth Amendment”). The Fifth Amendment (i) increased the borrowing capacity to $325.0, (ii) extended the term through June 27, 2027, and (iii) established a swingline facility of up to $50.0.

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 six months ended March 31, 2025 the Company borrowed $11.6 against the capacity and voluntarily repaid $16.0. During the six months ended March 31, 2024 the Company borrowed $0.5 against the capacity and voluntarily repaid $9.5. The Company had $82.3 of letters of credit issued and outstanding as of each of March 31, 2025 and September 30, 2024.

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


2025	$	—
2026		—
2027		71.9
2028		—
2029		738.0
2030 and thereafter		—
Total long-term debt		809.9
Less: Current maturities		—
Less: Original issue discount		4.6
Less: Financing costs		6.4
Total long-term debt, net	$	798.9

The Company has estimated the fair value of its long-term debt to be approximately $801.5 and $812.4 as of March 31, 2025 and September 30, 2024, respectively. Fair value is based on market bid prices around period-end (Level 2 inputs).

8. Fair Value Measurements and Derivative Instruments

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

Fair Value Hierarchy

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

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

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

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

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

Investments held in Rabbi Trust

A non-qualified deferred compensation plan is available to certain executives. Under this plan, participants may elect to defer up to 70% of their compensation. The Company invests the deferrals in participant-selected diversified investments that are held in a Rabbi Trust and which are classified within Other assets on the Consolidated Balance Sheets. The fair value of the investments held in the Rabbi Trust is based on the quoted market prices of the underlying mutual fund investments. These investments are based on the participants’ selected investments, which represent the underlying liabilities to the participants in the non-qualified deferred compensation plan. Gains and losses on these investments are included in Other expense (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 March 31, 2025 and September 30, 2024, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and September 30, 2024:


	March 31, 2025
	Carrying Value			Level 1			Level 2		Level 3
Other assets:
Investments held by Rabbi Trust	$	7.6		$	7.6		$	—	$	—
Interest rate derivative contracts		2.5			—			2.5		—
Total assets	$	10.1		$	7.6		$	2.5	$	—
Other liabilities:
Obligation to Rabbi Trust	$	(7.6	)	$	(7.6	)		—		—
Total liabilities	$	(7.6	)	$	(7.6	)	$	—	$	—


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

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Hedging Activities

As of March 31, 2025 and September 30, 2024, the Company’s outstanding derivatives qualified as cash flow hedges. The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of the hedged forecasted transactions. Regression analysis is used for the hedge relationships and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. The entire change in the fair value for highly effective derivatives is reported in Other comprehensive (loss) income and subsequently reclassified into Interest expense, net (in the case of interest rate contracts) and Cost of services provided (in the case of fuel hedge contracts) in the Consolidated Statements of Operations when the hedged item affects earnings. If the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in Accumulated other comprehensive income (loss) is released to earnings. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction.

Interest Rate Contracts

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

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

The notional amount of interest rate contracts was $600.0 at March 31, 2025 and September 30, 2024. As of March 31, 2025, net deferred gain on the interest rate contracts of $2.1, 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 March 31,					Six Months Ended March 31,
	2025			2024		2025		2024
(Loss) Income recognized in Other comprehensive (loss) income	$	(5.1	)	$	10.9	$	8.0	$	(3.6	)
Net income reclassified from Accumulated other comprehensive income (loss) into Interest expense		1.3			2.8		3.3		5.6

Fuel Contracts

The Company has exposures to variability in fuel pricing associated with its purchase and usage of fuel during the ordinary course of business operating a large fleet of vehicles and equipment. As such, the Company has entered into gasoline hedge contracts to help reduce its exposure to volatility in the fuel markets. In March 2025, the Company entered into a fuel swap agreement with a notional volume of 2.5 million gallons covering the period March 3, 2025 through February 23, 2026. The net deferred loss on the fuel swap as of March 31, 2025 was immaterial and is expected to be recognized in Cost of services provided over the next 12 months.

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


	Three Months Ended March 31,					Six Months Ended March 31,
	2025			2024		2025			2024
(Loss) recognized in Other comprehensive (loss) income	$	—		$	0.1	$	—		$	0.1
Net loss reclassified from Accumulated other comprehensive income (loss) into Cost of services provided		(0.2	)		—		(0.5	)		—

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In April 2025 the Company entered into additional fuel swap agreements with a combined notional volume of 5.5 million gallons covering the period April, 2025 through April, 2026. These agreements will be reflected in the Company’s results beginning in the third quarter of the fiscal year ending September 30, 2025.

9. Income Taxes

The following table summarizes the Company’s income tax expense (benefit) and effective income tax rate for the three and six months ended March 31, 2025 and 2024.


	Three Months Ended March 31,						Six Months Ended March 31,
	2025			2024			2025			2024
Income (loss) before income taxes	$	8.7		$	47.0		$	(5.9	)	$	24.9
Income tax expense (benefit)		2.3			13.3			(1.9	)		7.6
Effective income tax rate		26.4	%		28.3	%		32.2	%		30.5	%

The decrease in the effective tax rate for the three months ended March 31, 2025, when compared to the three months ended March 31, 2024, is primarily attributable to the impact of the nonrecurring gain on the divestiture of the U.S. Lawns subsidiary on pre-tax book income in the prior year.

The increase in effective tax rate for the six months ended March 31, 2025, when compared to the six months ended March 31, 2024, is primarily attributable to equity-based compensation adjustments, partially offset by changes in pre-tax book income primarily attributable to the nonrecurring gain on the divestiture of the U.S. Lawns subsidiary that occurred in the prior fiscal year.

10. Equity-Based Compensation

Amended and Restated 2018 Omnibus Incentive Plan

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

2023 Employment Inducement Incentive Award Plan

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

Restricted Stock Awards

A summary of the Company’s restricted stock award activity for the six month period ended March 31, 2025 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		107,000	$	14.66
Less: Forfeited		3,000	$	14.66
Outstanding at March 31, 2025		104,000	$	14.66

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Restricted Stock Units

A summary of the Company’s restricted stock unit activity for the six month period ended March 31, 2025 is presented in the following table:


	Shares		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		3,714,000	$	8.50
Granted		704,000	$	16.92
Less: Vested		972,000	$	8.61
Less: Forfeited		85,000	$	9.94
Outstanding at March 31, 2025		3,361,000	$	10.20

During the six month period ended March 31, 2025, the Company issued 704,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $16.92 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 $9.2 over the requisite service period.

Stock Option Awards

A summary of the Company’s stock option activity for the six month period ended March 31, 2025 is presented in the following table:


	Shares		Weighted-Avg Exercise Price per Share
Outstanding at September 30, 2024		3,036,000	$	19.37
Less: Exercised		74,000	$	14.13
Less: Forfeited		278,000	$	22.08
Outstanding at March 31, 2025		2,684,000	$	19.23
Vested and exercisable at March 31, 2025		2,303,000	$	19.00
Expected to vest after March 31, 2025		381,000	$	20.64

Performance Stock Unit Awards

A summary of the Company’s performance stock unit activity for the six month period ended March 31, 2025 is presented in the following table:


	Shares*		Weighted-Avg Distribution Price per Share
Outstanding at September 30, 2024		1,114,000	$	7.40
Granted		281,000	$	17.33
Less: Forfeited		3,000	$	7.48
Outstanding at March 31, 2025		1,392,000	$	9.40

* Awards above presented assuming 100% attainment

During the six month period ended March 31, 2025, the Company issued 281,000 performance stock units (“PSUs”) at a weighted average distribution price of $17.33 per share and a weighted average grant date fair value of $17.33 per share, which cliff vest at the end of the three-year performance period. The number of the PSUs that vest upon completion of the performance period can range from 0% to 200% of the original grant, subject to certain limitations, contingent upon performance conditions. The performance condition metrics are the Company’s three-year average Adjusted EBITDA margin and compound annual growth rate of the Company’s land organic revenue. The fair value of these awards is determined based on the trading price of the company’s common shares on the date of grant. Non-cash equity-based compensation expense associated with the grant will be approximately $4.1 over the requisite service period. During the six month period ended March 31, 2025, no PSUs vested and 3,000 PSUs were forfeited.

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Equity-Based Compensation Expense

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

The Company recognized $4.6 and $4.8 in equity-based compensation expense for the three months ended March 31, 2025 and 2024, 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 $31.8 and $30.6 as of March 31, 2025 and September 30, 2024, respectively, which is expected to be recognized over a weighted average period of 1.3 and 1.2 years as of March 31, 2025 and September 30, 2024, respectively.

2018 Employee Stock Purchase Plan

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

11. Commitments and Contingencies

Risk Management

The Company carries general liability, auto liability, workers’ compensation, and employee health care insurance policies. In addition, the Company carries other reasonable and customary insurance policies for a Company of our size and scope, as well as umbrella liability insurance policies to cover claims over the liability limits contained in the primary policies. The Company’s insurance programs, for workers’ compensation, general liability, auto liability and employee health care for certain employees contain self-insured retention amounts, deductibles and other coverage limits (“self-insured liability”). Claims that are not self-insured as well as claims in excess of the self-insured liability amounts are insured. The Company uses estimates in the determination of the required reserves. These estimates are based upon calculations performed by third-party actuaries, as well as examination of historical trends and industry claims experience. The Company’s reserve for unpaid and incurred but not reported claims under these programs at March 31, 2025 was $176.7, of which $52.2 was classified in current liabilities and $124.5 was classified in non-current liabilities in the accompanying unaudited Consolidated Balance Sheet. The Company’s reserve for unpaid and incurred but not reported claims under these programs at September 30, 2024 was $165.6, of which $52.8 was classified in current liabilities and $112.8 was classified in non-current liabilities in the accompanying Consolidated Balance Sheet. While the ultimate amount of these claims is dependent on future developments, in management’s opinion, recorded reserves are adequate to cover these claims. The Company’s reserve for unpaid and incurred but not reported claims at March 31, 2025 includes $18.2 related to claims recoverable from third-party insurance carriers. Corresponding assets of $5.2 and $13.0 are recorded at March 31, 2025, as Other current assets and Other assets, respectively. The Company’s reserve for unpaid and incurred but not reported claims at September 30, 2024 includes $13.4 related to claims recoverable from third-party insurance carriers. Corresponding assets of $4.0 and $9.4 were recorded at September 30, 2024, as Other current assets and Other assets, respectively.

Litigation Contingency

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

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12. Segments

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

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

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

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

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

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

          
         Three Months Ended 
March 31,

         Six Months Ended 
March 31,

2025

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

BrightView Holdings, Inc. 10-Q