BrightView Golf Maintenance, the premier provider for golf course maintenance services, recently added to its industry-leading portfolio of 29 municipal partners by signing a partnership agreement with the City of Gainesville at its 18-hole Ironwood Golf Club, located in north-central Florida.

BrightView will be responsible for all aspects of course maintenance, including turf, irrigation, and equipment, with its primary focus on improving golf course conditions.

“This is a great opportunity for BrightView to demonstrate its core capabilities on improving playing surfaces and overall course conditions,” said Terry McGuire, Vice President of BrightView Golf Maintenance. “We are looking forward to meeting player expectations by implementing BrightView’s comprehensive prescriptive-based agronomic plan.”

Located in the hometown of the University of Florida and its Florida Gators sports teams, Ironwood Golf Course is an 18-hole municipal course with an outstanding layout sculptured around century-old pines and shimmering lakes, contoured fairways, and strategically placed bunkers. The course is owned by the City of Gainesville.

“We are extremely excited to have BrightView join the Ironwood family,” said Jeff Cardozo, Ironwood Golf Course Manager. “Their research, attention to detail about the golf course, and their willingness to continue our Audubon certification made it a no-brainer when looking for a maintenance company to provide their services to the city of Gainesville. From day one, they have jumped in and implemented many things that show their vision for the course and we look forward to joining their vast portfolio of well-maintained golf courses.”

With 40 years of experience and more than 80 partner courses, BrightView Golf Maintenance has refined the art, science, and operations of golf course maintenance to bring their clients better playing conditions, reductions in cost, and improved crew training.

Continuing its mission as the premier provider of golf course maintenance services, BrightView Golf Maintenance added to its industry-leading portfolio by signing a partnership agreement with the Southport residential community on Cape Cod to maintain their 9-hole golf course. This marks BrightView’s ninth residential community golf course and fourth in the Northeast.

BrightView will be responsible for all aspects of course maintenance, including turf, irrigation, and equipment, with a main priority to always provide the finest golf course conditions.

“While experienced in all types of golf facilities, BrightView has a proven niche partnering with residential communities,” said Vince Gilmartin, Vice President of BrightView Golf Maintenance. “We understand the unique passion residents have for their golf courses in these communities and look forward to leveraging our customized planning and processes to help Southport succeed, especially in terms of conditions that drive member and resident satisfaction.”

Southport is an elegant 55+ community developed specifically for active adults located on Cape Cod in Mashpee, Mass. Residents enjoy a low-maintenance lifestyle with beautifully designed homes. A clubhouse with well-appointed amenities, such as indoor and outdoor heated pools, a fitness center, aerobics room, tennis courts, and the golf course, offer homeowners endless opportunities to stay socially and physically active. In addition to maintaining the golf course, BrightView was also selected to handle all the landscape maintenance throughout the Southport community.

One of the key reasons Southport has been acclaimed as one of the top retirement communities in Massachusetts is because of their exceptional golf course. It has been described as one of “the real gems of all Cape Cod golf courses.”

With 40 years of experience and more than 80 partner courses, BrightView has refined the art, science, and operations of golf course maintenance to bring their clients better playing conditions, reductions in cost, and improved crew training.

BrightView Holdings, Inc. (NYSE: BV) will hold its second quarter fiscal year 2022 earnings conference call on May 5, 2022, at 10 a.m. EDT. A press release detailing the Company’s second quarter results will be issued prior to the call. Instructions to join the conference call are provided below:

Webcast can be accessed here:

BrightView President and Chief Executive Officer Andrew Masterman, together with Executive Vice President and Chief Financial Officer John Feenan, will host the conference call and webcast. The press release, earnings presentation and live webcast will also be accessible on the Company's investor website.

BrightView Holdings, Inc. (NYSE: BV) today announced that it has entered into an agreement to repurchase the remaining 5.9 million shares of BrightView common stock held by MSD Partners and affiliates at a purchase price of $12.33 per share, representing a 6 percent discount from the NYSE official closing price of BrightView common stock on March 11, 2022.

The total purchase price for the shares will be approximately $72.8 million and will be funded from cash and cash equivalents on hand, as well as borrowings under the Company’s credit facilities. The transaction, which was made in connection with BrightView’s share repurchase program announced on December 6, 2021, is expected to be completed on April 4, 2022.

“We would like to thank MSD for their long-term partnership with BrightView,” said Andrew Masterman, BrightView President and CEO. “Since 2006, they have provided support and guidance while we have executed on our growth strategy and transitioned into a publicly-listed company.”

BrightView Holdings, Inc. (NYSE: BV), the leading commercial landscaping services company in the United States, today announced the acquisition of TDE Group, a snow removal and commercial landscaping company headquartered in suburban Detroit with operations in Windsor, Ontario. Terms of the transaction were not disclosed.

TDE Group is the 34th firm to be purchased by BrightView under its successful long-term acquisition growth strategy.

“BrightView continues to execute on our ‘strong-on-strong’ acquisition program in which we actively seek out exceptional businesses to expand our existing operations in attractive markets. Bringing TDE under the BrightView umbrella allows us to grow in a profitable market and bring highly trained and motivated team members into the company,” said Andrew Masterman, BrightView President and CEO.

In addition to snow removal, TDE Group provides landscaping maintenance services in the Detroit/Windsor metropolitan areas and beyond. Among TDE’s most prominent clients are auto manufacturers and the Detroit Metro Airport. TDE employs more than 125 people.

“The addition of TDE Group and their skilled crews is a great enhancement to our operations in the Upper Midwest,” said Jamie Gollotto, President of BrightView Maintenance Services Seasonal Division. “Their expertise in both winter services and landscaping makes them a perfect year-round complement for our existing branches in this important region.”

Eddie Conte, TDE’s President and CEO said, “TDE Group is happy to have become part of the BrightView family. This partnership will provide our employees with significant growth opportunities both in the USA and Canada. Our clients will continue to enjoy our meticulous self-performed approach to snow removal with a larger depth and breadth of landscape service offerings that far exceed what TDE could have done on its own.”

BrightView Holdings, Inc. (NYSE: BV), the leading commercial landscaping services company in the United States, today announced the acquisition of Intermountain Plantings, LLC, a commercial landscaping company headquartered in Salt Lake City. Terms of the transaction were not disclosed.

“Intermountain Plantings is a great addition to our maintenance and development operations in the Mountain West,” said Andrew Masterman, BrightView CEO and President. “In our industry, a positive reputation is built on quality, safety and service, which have been hallmarks of Intermountain’s operations for nearly three decades. It is a great pleasure to welcome them to BrightView.”

Intermountain Plantings specializes in both landscape development and maintenance. More than 340 team members work out of branches in suburban Salt Lake City and Boise, Idaho. Since 1994, Intermountain has built and maintained some of the largest and most complex landscape projects in the region. The company employs landscape experts with industry-specific certifications and training, including certified irrigation contractors, ISA-certified arborists, and licensed pest management workers.

“We are delighted to become part of the BrightView team and continue our journey in developing and maintaining beautiful and sustainable landscapes in the Intermountain West,” said Chad Richards, CEO of Intermountain Plantings. “I am so proud of the reputation our team has built and the award-winning projects they’ve masterfully crafted. We have an exceptional team and feel strongly about the opportunities this creates for them and our wonderful clients.”

BrightView Holdings, Inc. (NYSE: BV), the leading commercial landscaping services company in the United States, today announced the acquisition of NatureScape LLC, a landscape maintenance and development company headquartered in Phoenix, Ariz. Terms of the transaction were not disclosed.

“With the addition of NatureScape we expand our reach in Maricopa County, a key evergreen market,” said BrightView President and Chief Executive Officer Andrew Masterman. “NatureScape’s commitment to client service, quality execution and safety mirrors ours and we couldn’t be more pleased to welcome this exceptional team to the BrightView family.”

NatureScape is the premiere, full-service commercial landscape company serving clients across the Valley of the Sun. The company has 110 team members, including experts in grounds maintenance, irrigation management, landscape installation and arbor care. NatureScape clients include homeowners’ associations, property managers and commercial sites.

“With this transaction, I believe BrightView got stronger, and I know NatureScape employees now have opportunities that are greater than we could have given them yesterday,” said NatureScape owner Brian Smith. “Our clients are also big winners. The resources and systems BrightView brings to the table will only enhance the quality and relationships we have been able to build.”

BrightView Holdings, Inc. (NYSE: BV), the leading commercial landscaping services company in the United States, today announced the acquisition of Winter Services Incorporated, a snow and ice management company headquartered in Ringwood, N.J. Terms of the transaction were not disclosed.

“The acquisition of one of the Northeast’s most respected snow and ice management firms allows us to expand our services in this region and enhance our existing snow removal operations in the Tri State Area,” said BrightView President and CEO Andrew Masterman. “In addition to highly trained crew members, including several certified snow professionals, Winter Services brings upgraded equipment and techniques to BrightView. We are delighted they have chosen to become part of our company.”

Winter Services employs 125 team members (450 during peak snow season) and serves clients throughout New Jersey, lower New York, lower Connecticut, eastern Pennsylvania and Delaware.

“We are excited to be a part of the BrightView team,” said Winter Services owner Mark Moore. “We look forward to helping expand BrightView's portfolio and collaborating on developing best-in-class snow and ice management strategies.”

February 03, 2022

• Total revenue of $591.8 million compared to prior year of $554.4 million, an increase of $37.4 million, or 6.7%.
• Maintenance Land organic revenue growth of 7.3% from the prior year.
• Maintenance Snow revenue of $36.0 million compared to the prior year of $55.8 million.
• Net Loss of $12.8 million compared to prior year Net Loss of $12.0 million, Net Loss Margin of 2.2%, flat to prior year.

Adjusted EBITDA of $42.6 million compared to prior year of $52.4 million. Provides second quarter fiscal 2022 guidance of $620 million to $680 million in Total Revenue and $50 million to $60 million in Adjusted EBITDA ¹.

BLUE BELL, Pa.--(BUSINESS WIRE)-- BrightView Holdings, Inc. (NYSE: BV) (the “Company” or “BrightView”), the leading commercial landscaping services company in the United States, today reported unaudited results for the first quarter ended December 31, 2021.

(Graphic: Business Wire)

“We are pleased with Maintenance Land revenue growth of 11.0% and Land organic revenue growth of 7.3%. Combined with the results of BrightView’s strong-on-strong acquisition strategy, and the benefits of the investments we are making in our expanded sales team and sales enablement technologies, we realized continued healthy growth in spite of continued pandemic impacts,” said Andrew Masterman, BrightView President and Chief Executive Officer. “Increased land revenue delivered $3.2 million improved EBITDA, driven by 7.3% organic growth, giving optimism for future quarters that our teams are executing despite significant labor and material inflationary pressures. Historically low snowfall totals across our geographic footprint and material cost inflation impacted the quarter, but the fundamentals of our business and industry remain vibrant and we continue to have a resilient business model. During the quarter we authorized a $250 million share repurchase program and in January completed the repurchase of approximately $82.5 million of BrightView shares. Additionally, continued positive net new sales in our Maintenance Segment and robust backlogs and proactive initiatives to offset inflation in our Development Segment are why I am confident in our ability to deliver continued profitable growth.”

First Quarter Fiscal 2022 Highlights

• Total revenue of $591.8 million, a 6.7% increase compared to $554.4 million in the prior year.
• Maintenance revenue of $438.2 million, a 4.8% increase compared to $418.0 million in the prior year.
  • Land revenue of $402.2 million compared to the prior year of $362.2 million underpinned by organic revenue growth of 7.3%.
  • Snow revenue of $36.0 million compared to the prior year of $55.8 million.
• Development revenue of $154.7 million, a 12.6% increase compared to $137.4 million in the prior year.
• Adjusted EBITDA of $42.6 million, a decrease of $9.8 million or 18.7% compared to Adjusted EBITDA of $52.4 million in the prior year; Adjusted EBITDA margin of 7.2%, a decrease of 230 basis points compared to Adjusted EBITDA margin of 9.5% in the prior year.
• Net cash used in operating activities of $22.4 million and Free Cash Flow usage of $49.9 million.

¹Adjusted EBITDA is a non-GAAP measure. Refer to the “Non-GAAP Financial Measures” section for more information. The Company is not providing a quantitative reconciliation of its financial outlook for Adjusted EBITDA to net income (loss), its corresponding GAAP measure, because the GAAP measure that is excluded from its non-GAAP financial outlook is difficult to reliably predict or estimate without unreasonable effort due to its dependence on future uncertainties, such as items discussed below. Additionally, information that is currently not available to the Company could have a potentially unpredictable and potentially significant impact on its future GAAP financial results.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Free Cash Flow and Adjusted Earnings per Share are non-GAAP measures. Refer to the “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Financial Measures” sections for more information.

Fiscal 2022 Results – Total BrightView

For the first quarter of fiscal 2022, total revenue increased 6.7% to $591.8 million driven principally by increases in Maintenance Services revenues of $20.2 million and Development Services revenues of $17.3 million. Net Loss was $12.8 million compared to Net Loss of $12.0 million in the prior year period. Total Adjusted EBITDA decreased $9.8 million, or 18.7%, to $42.6 million from $52.4 million in the prior year period. Maintenance Services Segment Adjusted EBITDA decreased $4.3 million, or 8.7%, to $45.3 million compared to $49.6 million in the prior year period. Development Services Segment Adjusted EBITDA decreased $2.6 million to $14.5 million from $17.1 million in the prior year period. The Segment Adjusted EBITDA results are discussed further below.

Fiscal 2022 Results – Segments

For the first quarter of fiscal 2022, revenue in the Maintenance Services Segment increased by $20.2 million, or 4.8%, from the prior year. The increase was primarily driven by a $26.4 million, or 7.3%, increase in underlying commercial landscape services underpinned by a combination of contract services growth and to a greater extent ancillary services growth, as well as a $17.8 million revenue contribution from acquired businesses. Offsetting this was a decrease of $19.8 million in snow removal services, net of $4.2 million from acquired businesses.

Adjusted EBITDA for the Maintenance Services Segment decreased by $4.3 million to $45.3 million from $49.6 million in the first quarter of the prior year. Segment Adjusted EBITDA Margin decreased 160 basis points, to 10.3%, in the three months ended December 31, 2021, from 11.9% in the 2020 period. The decreases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were principally driven by the decrease in snow removal revenues and higher fuel costs which were partially offset by increases in underlying commercial landscape services and revenues from acquisitions.

For the first quarter of fiscal 2022, revenue in the Development Services Segment increased by $17.3 million, or 12.6%, compared to the prior year. The increase was principally driven by a $21.9 million revenue contribution from acquired businesses, partially offset by a decrease of $4.6 million due to project delays principally impacted by isolated unfavorable weather.

Adjusted EBITDA for the Development Services Segment decreased $2.6 million, to $14.5 million, compared to the first quarter of the prior year. Segment Adjusted EBITDA Margin decreased 300 basis points, to 9.4% for the quarter from 12.4% in the prior year. Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin decreased principally due to higher material costs as a percentage of revenue which more than offset the increase in revenues described above.

Net cash provided by operating activities for the three months ended December 31, 2021 decreased $27.5 million, to $(22.4) million, from $5.1 million in the prior year. This decrease was due to an increase in the cash used by accounts payable and other operating liabilities, primarily due to the repayment of the payroll tax deferral under the CARES Act, coupled with a reduction in cash provided by other operating assets. This was partially offset by an increase in cash provided by accounts receivable, unbilled and deferred revenue.

Free Cash Flow decreased $45.9 million to $(49.9) million for the three months ended December 31, 2021 from $(4.0) million in the prior year. The decrease in Free Cash Flow was due to the increase in net cash used in operating activities described above, coupled with an increase in cash used for capital expenditures as further described below.

For the first quarter of fiscal 2022, capital expenditures were $28.6 million, compared with $9.7 million in the prior year. The Company also generated proceeds from the sale of property and equipment of $1.1 million and $0.6 million during the three months ended December 31, 2021 and 2020, respectively. Net of the proceeds from the sale of property and equipment, net capital expenditures represented 4.6% and 1.6% of revenue in the three months ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, the Company’s Total Net Financial Debt was $1,115.8 million, an increase of $27.8 million compared to $1,088.0 million as of December 31, 2020. The Company’s Total Net Financial Debt to Adjusted EBITDA ratio was 3.8x and 4.0x as of December 31, 2021 and December 31, 2020, respectively.

Conference Call Information

A conference call to discuss the first quarter fiscal 2022 financial results is scheduled for February 3, 2022, at 10 a.m. ET. The U.S. toll free dial-in for the conference call is (844) 200-6205 and the international dial-in is (929) 526-1599. The Conference ID is 512141. A live audio webcast of the conference call will be available on the Company’s investor website https://investor.brightview.com, where presentation materials will be posted prior to the call.

A replay of the call will be available from 1 p.m. ET on February 3, 2022 to 11:59 p.m. ET on February 10, 2022. To access the recording, dial (866) 813-9403 (Conference ID 140089).

About BrightView

BrightView is the largest provider of commercial landscaping services in the United States. Through its team of approximately 20,500 employees, BrightView provides services ranging from landscape maintenance and enhancements to tree care and landscape development for thousands of customers’ properties, including corporate and commercial properties, HOAs, public parks, hotels and resorts, hospitals and other healthcare facilities, educational institutions, restaurants and retail, and golf courses, among others. BrightView is the Official Field Consultant to Major League Baseball.

Forward Looking Statements

This press release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this presentation, including statements relating to our second quarter fiscal 2022 guidance and other statements related to our expectations regarding our industry, strategy, future operations, future liquidity and financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words such as “outlook,” “guidance,” “projects,” “continues,” “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative version of these words or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. 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. Factors that could cause actual results to differ materially from those projected include, but are not limited to: general business economic and financial conditions; the duration and extent of the novel coronavirus (COVID-19) pandemic and its resurgence, and the impact of federal, state and local governmental actions and customer behavior in response to the pandemic, including possible additional or reinstated restrictions as a result of a resurgence of the pandemic; competitive industry pressures; the failure to retain current customers, renew existing customer contracts and obtain new customer contracts; the failure to enter into profitable contracts, or maintaining customer contracts that are unprofitable; a determination by customers to reduce their outsourcing or use of preferred vendors; the dispersed nature of our operating structure; our ability to implement our business strategies and achieve our growth objectives; acquisition and integration risks; the seasonal nature of our landscape maintenance services; our dependence on weather conditions; increases in prices for raw materials and fuel; changes in our ability to source adequate supplies and materials in a timely manner; any failure to accurately estimate the overall risk, requirements, or costs when we bid on or negotiate contracts that are ultimately awarded to us; the conditions and periodic fluctuations of real estate markets, including residential and commercial construction; our ability to retain our executive management and other key personnel; our ability to attract and retain trained workers and third-party contractors and re-employ seasonal workers; any failure to properly verify employment eligibility of our employees; subcontractors taking actions that harm our business; our recognition of future additional impairment charges; laws and governmental regulations, including those relating to employees, wage and hour, immigration, human health and safety and transportation; environmental, health and safety laws and regulations, including regulatory costs, claims and litigation related to the use of chemicals and pesticides by employees and related third-party claims; the distraction and impact caused by litigation, of adverse litigation judgments and settlements resulting from legal proceedings; increase in on-job accidents involving employees; any failure, inadequacy, interruption, security failure or breach of our information technology systems; our ability to adequately protect our intellectual property; restrictions imposed by our debt agreements that limit our flexibility in operating our business; our ability to generate sufficient cash flow to satisfy our significant debt service obligations; our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions, or other general corporate requirements; increases in interest rates governing our variable rate indebtedness increasing the cost of servicing our substantial indebtedness including proposed changes to LIBOR; ownership of our common stock; occurrence of natural disasters, terrorist attacks or other external events; changes in generally accepted accounting principles in the United States; and costs and requirements imposed as a result of maintaining the requirement of being a public company. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Item 1A. Risk Factors” in our Form 10-K for the fiscal year ended September 30, 2021 as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. Any forward-looking statement made in this press release speaks only as of the date on which it was made. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Non-GAAP Financial Measures

To supplement the Company’s financial information presented in accordance with GAAP and aid understanding of the Company’s business performance, the Company uses certain non-GAAP financial measures, namely “Adjusted EBITDA”, “Adjusted EBITDA Margin”, “Adjusted Net Income”, “Adjusted Earnings per Share”, “Free Cash Flow”, “Total Financial Debt”, “Total Net Financial Debt” and “Total Net Financial Debt to Adjusted EBITDA ratio”. We believe Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share, Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio assist investors in comparing our results across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP financial measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management regularly uses these measures as tools in evaluating our operating performance, financial performance and liquidity. Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share, Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio 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 Earnings per Share, Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio 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 Earnings per Share, Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

Adjusted EBITDA: We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization, as further adjusted to exclude certain non-cash, non-recurring and other adjustment items.

Adjusted EBITDA Margin: We define Adjusted EBITDA Margin as Adjusted EBITDA, defined above, divided by Net Service Revenues.

Adjusted Net Income: We define Adjusted Net Income as net income (loss) including interest and depreciation, and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions and the removal of the discrete tax items.

Adjusted Earnings per Share: We define Adjusted Earnings per Share as Adjusted Net Income divided by the weighted average number of common shares outstanding for the period.

Free Cash Flow: We define Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from the sale of property and equipment.

Total Financial Debt: We define Total Financial Debt as total long-term debt, net of original issue discount, and finance/capital lease obligations.

Total Net Financial Debt: We define Total Net Financial Debt as Total Financial Debt minus total cash and cash equivalents.

Total Net Financial Debt to Adjusted EBITDA ratio: We define Total Net Financial Debt to Adjusted EBITDA ratio as Total Net Financial Debt divided by the trailing twelve month Adjusted EBITDA.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share, Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) or the ratio of net income (loss) to net revenue as a measure of financial performance, cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

(*) Amounts may not total due to rounding.

(*) Amounts may not total due to rounding.

(*) Amounts may not total due to rounding.

(*) Amounts may not total due to rounding.

BrightView Holdings, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)

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

(b) Represents expenses incurred for IPO related litigation and completed or contemplated subsequent registration statements.

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

(d) Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment and cleaning and supply purchases, and other.

(e) Represents the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of the applicable discrete tax items, which collectively result in a reduction of income tax. The tax effect of pre-tax items excluded from Adjusted Net Income is computed using the statutory rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances. Discrete tax items include changes in laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances.

(f) 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.

(g) 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.

(h) Balance is presented within Accrued expenses and other current liabilities and Other liabilities in the Consolidated Balance Sheet.

(*) Amounts may not total due to rounding.

BrightView Holdings, Inc. (NYSE: BV), the leading commercial landscaping services company in the United States, today announced the acquisition of Performance Landscapes, a commercial landscaping company headquartered in Honolulu, Hawaii. Terms of the transaction were not disclosed.

Formed in 2002, Performance Landscapes provides landscape maintenance, irrigation, enhancement, installation, arbor care, and pest control services. The company has more than 100 trained and qualified landscape employees who serve clients across the Home Owner Association, High-End Residential, Commercial, and Private Military Housing market segments.

“Hawaii’s landscapes are renowned for their beauty and cultural significance, something we came to appreciate through our Development Services team’s work in Hawaii,” said Andrew Masterman, BrightView President and Chief Executive Officer. “BrightView is excited to add maintenance services to its existing Development capabilities on the islands.”

BrightView Development Services has been a licensed landscape and irrigation contractor in Hawaii since 2008. In addition to renovating the Hualalai Four Seasons in Kona following a tsunami in 2011, BrightView also restored the irrigation system for the Hilton Waikoloa Village and Resort, and performed landscape architecture work at the Four Seasons Maui.

“Performance Landscapes has as high a level of professionalism, training, and safety awareness as any of the top landscaping companies across the U.S. We are excited to welcome their entire team to the BrightView family, and I look forward to working with them for many years to come,” Masterman said.

Performance founders Matt Lyum and Benny Abrigado as well as their senior leadership team will remain with BrightView to guide the integration process and provide leadership continuity:

“Performance Landscapes has had the great fortune to find amazing employees, customers, and vendors. Joining with BrightView was the logical next step for us. In addition to sharing best practices and leveraging industry-leading resources, I am excited by the new growth opportunities for our staff, and enhanced services for our customers.”