Barron's: A Sunny Outlook for the Nation’s Landscaper
Early April storms cost BrightView nearly $5 million in sales.
Barron’s magazine summarized BrightView’s first quarter as a publicly traded company and provided an outlook “far sunnier than its stock price suggests.” This year’s weather included the largest April snowstorm in decades for the East Coast, followed by record rainfall this summer in many states. BrightView CEO Andrew Masterman told Barron’s that the early April storms cost BrightView nearly $5 million in sales.
Barron’s also mentions how BrightView made eight acquisition deals since 2017 for a total of $161 million. One analyst estimated another $2 billion worth of potential acquisitions that could double BrightView’s size, putting a price target of $25 on BrightView shares.
BrightView Reports Strong Third Quarter Fiscal 2018 Results and Record Revenues
BrightView Holdings, Inc. (NYSE: BV) (“BrightView” or the “Company”) today reported results for the third fiscal quarter ended June 30, 2018.
BrightView Chief Executive Officer, Andrew Masterman stated: “Our third quarter was another strong period for us. We successfully grew top-line revenue from the same period of 2017, recognizing $630.3 million in revenues which is the highest revenue generating quarter in our history, led by growth in our Maintenance Services segment. We generated Adjusted EBITDA of $97.8 million during the quarter and had a 15.5% Adjusted EBITDA Margin. We also continue to execute on our ‘strong-on-strong’ acquisition strategy, successfully acquiring two landscape service companies during the quarter enabling us to further expand our business. Since the quarter end we successfully completed our IPO, generating net proceeds of $501.2 million. We are excited to embark on this new chapter for the Company.”
Unless indicated otherwise, the information in this release has been adjusted to give effect to a 2.33839-for-one reverse stock split of the Company’s common stock effected on June 8, 2018.
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted Free Cash Flow are not measures recognized under generally accepted accounting principles (“GAAP”). Please see “Non-GAAP Financial Measures” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below for more information.
Third Fiscal Quarter Results
For the third quarter of fiscal 2018, the Company’s consolidated revenues increased 0.4% to $630.3 million compared to the same period in 2017 due to 2.9% revenue growth within the Maintenance Services segment primarily driven by incremental revenues from businesses acquired of $26.1 million. Revenues from the Development Services segment declined 5.7% compared to the same period last year due to winding down production on certain large projects that reached substantial completion during the quarter, coupled with the timing of commencing work on new projects.
On a GAAP basis, net loss was $1.4 million, compared to net income of $15.4 million for the third quarter of fiscal 2017, primarily driven by an increase in equity-based compensation costs incurred in connection with our IPO and other one-time IPO expenses.
Adjusted EBITDA for the third fiscal quarter was $97.8 million, compared to $98.5 million for the third quarter of fiscal 2017. Adjusted Net Income was $33.2 million, compared to $35.2 million in the 2017 period.
Net cash provided by operating activities for the nine months ended June 30, 2018 was $123.7 million, compared to $69.0 million for the same period last year. Adjusted Free Cash Flow for the nine months ended June 30, 2018 was $77.5 million, an increase in cash generation of $54.2 million over the same period last year. The increases are reflective of improvements in working capital management. For the nine months ended June 30, 2018, capital expenditures were $71.7 million, compared with $51.0 million last year, driven by the purchase of legacy ValleyCrest facilities for $21.6 million in October 2017.
Recent Developments
On July 2, 2018, the Company completed an IPO in which it issued and sold 24,495,000 shares of common stock at an offering price of $22.00 per share, which generated net proceeds of approximately $501.2 million after deducting underwriting discounts and commissions and other offering expenses.
Proceeds from the IPO were used exclusively to pay down debt, resulting in a total debt to Adjusted EBITDA leverage ratio post-IPO of 4.0x, compared with 5.7x pre-IPO.
Conference Call Information
A conference call to discuss the third fiscal quarter 2018 financial results is scheduled for August 9, 2018, at 10 a.m. Eastern Daylight Time. The U.S. toll free dial-in for the conference call is 866-393-4306 and the international dial-in is 734-385-2616. The conference passcode is 3147928. 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 telephone replay will be available shortly after the broadcast through Thursday, August 16, 2018, by dialing 800-585-8367 from the U.S., and entering conference passcode 3147928. A replay of the audio webcast also will be archived on the Company’s investor website.
BrightView Announces Pricing of Initial Public Offering
BrightView Holdings, Inc. (“BrightView”) today announced the pricing of its initial public offering of 21,300,000 shares of its common stock at $22.00 per share. Shares of BrightView’s common stock are expected to begin trading on the New York Stock Exchange on June 28, 2018 under the symbol “BV,” and the offering is expected to close on July 2, 2018, subject to customary closing conditions. BrightView has granted the underwriters a 30-day option to purchase up to an additional 3,195,000 shares of its common stock.
BrightView will receive net proceeds of approximately $435.1 million after deducting underwriting discounts and commissions and estimated offering expenses and intends to use the net proceeds from the offering to repay borrowings outstanding under its second lien term loan facility and its revolving credit facility and, with all remaining proceeds, to repay borrowings outstanding under its first lien term loan facility.
Goldman Sachs & Co. LLC, J.P. Morgan, KKR Capital Markets and UBS Investment Bank are acting as joint bookrunning managers for the proposed offering, and Baird, Credit Suisse, Macquarie Capital, Jefferies, Mizuho Securities, Morgan Stanley and RBC Capital Markets are also acting as bookrunners for the proposed offering. Nomura, Stifel, William Blair, Moelis & Company and SMBC Nikko are acting as co-managers for the proposed offering.
A registration statement, including a prospectus, relating to the offering has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”). This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering of these securities will be made only by means of a prospectus. Copies of the prospectus may be obtained from Goldman Sachs & Co. LLC, Prospectus Department at 200 West Street, New York, NY 10282 or by telephone at 866-471-2526 or by facsimile at 212-902-9316, or by email at prospectus-ny@ny.email.gs.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 866-803-9204.
Forward Looking Statements
This press release includes certain disclosures which contain “forward-looking statements.” You can identify forward-looking statements because they contain words such as “believes” and “expects.” Forward-looking statements are based on BrightView’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in BrightView’s filings with the SEC, including its registration statement on Form S-1, as amended from time to time, under the caption “Risk Factors.” Any forward-looking statement in this release speaks only as of the date of this release. BrightView undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
In 2014, The Brickman Group and ValleyCrest Landscape Companies combined to form BrightView. As the next-generation landscape and snow services enterprise, we serve a wide range of clients in diverse industries nationwide, with comprehensive capabilities that see them through the lifecycle of their landscapes.
An Interview with BrightView's Andrew Masterman
The National Association of Landscape Professionals sat down with BrightView's CEO
BrightView CEO Andrew Masterman
When two of the nation’s largest landscape companies, Brickman and ValleyCrest, announced in 2014 that they would merge, it was big news in the landscape industry. Both venerable companies with long histories, Brickman was founded in 1939 and Valley Crest in 1949. At the time of the merger, the two firms had more than 20,000 employees and $2 billion in revenue, and ValleyCrest was on Forbes list of the top-500 privately held companies.
The new company rebranded as BrightView, and Andrew Masterman took the helm as president and CEO in November 2016, following in the footsteps of the first CEO Andrew Kerin and interim CEO Pat Velasco. Mergers are never an easy process, so we talked with Masterman to see how things are going three years after the merger was announced.
YOU RECENTLY JOINED BRIGHTVIEW AS CEO. WHAT ATTRACTED YOU TO THE JOB?
There is a great deal about BrightView that appealed to me. I knew I would be joining a team made up of some of landscaping’s most skilled and committed professionals. I knew the company was the industry leader and that it does great work across multiple service lines—design, development, maintenance, golf, tree care and sports turf. The breadth of BrightView’s operations was also very appealing to me.
WHAT MAKES THE LANDSCAPE INDUSTRY DIFFERENT OR UNIQUE VERSUS OTHER INDUSTRIES YOU HAVE WORKED IN?
It is a fascinating and complex business. Something that I find gratifying is the relationship between us and our clients and how that partnership can help deliver value to the customers. If you look at one of our client categories, healthcare, you can see how important landscapes are to delivering value and helping achieve good patient outcomes. We help these facilities design, build and maintain landscapes that create a safe environment that can aid in the healing process. That’s a dimension to this business that I hadn’t really thought about before coming to work here. It is certainly gratifying to know that you’re not only helping your clients succeed, but you’re helping people in the process.
BRIGHTVIEW HAS BEEN THROUGH A LONG MERGER AND TRANSITION PERIOD. HOW IS THE COMPANY DOING NOW? ARE THERE LESSONS LEARNED ABOUT MERGING TWO LARGE COMPANIES?
The company is doing very well, and so much of the credit goes to BrightView crews, the men and women who deliver on our brand promise every day in every branch. As we move forward as BrightView, it’s important that we continue to embrace the values that created success for Brickman and ValleyCrest and that we never forget that despite our size and national presence we are a local company. In terms of the merger and transition, while there is still work to do, we have made real progress in bringing the legacy companies together and moving forward together as BrightView. We’re through much of the initial challenges of the merger, but I try to focus on the positive qualities that were common to both Brickman and ValleyCrest: a passion for the craft of landscaping and a commitment to serving clients.
WHAT CHALLENGES HAS BRIGHTVIEW FACED RELATED TO THE MERGER?
Merging any two organizations will bring cultural challenges, though we’re largely through that process now. Everyone who is with us now is committed to what we want to achieve as BrightView. Delivering quality and value to our clients and creating a safe and rewarding workplace for our teams are really the only things that matter. We had the privilege of learning from both Brickman and ValleyCrest and making BrightView reflect the positive qualities of both. I have a good sense of some of the day-to-day challenges we’ve faced merging the companies, but thankfully most of that work was already done when I arrived.
IN ANY MERGER, YOU WILL LOSE LONG-TERM EMPLOYEES. HAS THAT BEEN A CHALLENGE, AND HOW HAVE YOU HANDLED IT?
That is an unfortunate consequence of any merger. Skilled, dedicated people have such a long-standing and emotional connection to the company they’ve spent years—sometimes decades—working for, and a merger is a difficult thing. Since the merger, some employees have moved on or chosen to change careers. That is natural in any period of change. However, I can confidently say that one of the best surprises in my joining BrightView was the depth of leadership in the organization.
We are working now to create an entrepreneurial environment at the branch level, but within the context and strength of a national organization. But whether you’re maintaining a golf course in Florida or building a corporate campus in Southern California, we’re all committed to BrightView and to serving our customers. There are literally hundreds of account managers, branch managers and business developers and thousands of crewmembers with more than 10 years with the company, many with more than 20. We just celebrated several employees at one branch with more than 40 years experience with the company. That kind of depth is a testament to the commitment our employees have to their work and their customers.
HOW DO YOU FEEL ABOUT THE POTENTIAL FOR THE LANDSCAPE INDUSTRY? OPPORTUNITIES? CHALLENGES?
I’m very excited about the prospects for our industry. Since coming here late last year, I have toured hundreds of BrightView work sites and branches across all of our service lines. It is inspiring to see the kind of first impression (and lasting impression) that a well-designed, professionally installed and maintained landscape can make. I mentioned healthcare earlier, but in other environments—universities, parks, corporate campuses and even sports venues—the impact can be just as significant.
In terms of challenges, staffing probably tops the list. At the crew level, landscaping is demanding and difficult work. It’s not for everyone, but we have team members who have been with us for decades, and we have multi-generation BrightView families. Once someone joins BrightView, our job is to create an environment that is rewarding and safe and offers opportunity for career growth.
WHAT IS THE VISION FOR THE FUTURE OF BRIGHTVIEW? LONG-TERM, SHORT-TERM GOALS THAT YOU WANT TO SHARE?
Our long-term strategy is built on organic growth within our branches-winning new business and expanding our relationship with existing clients. As you saw with the Marina purchase in January, we're also looking to grow through acquisition. While there are a tremendous number of potential acquisition targets in this business, we have to be disciplined. If we bring a company into the BrightView family, we have to be assured that it's a good fit for us both strategically and culturally. Marina clearly was.
In addition, the scope of what we do allows our employees to truly build careers. I have met dozens of BrightView team members who started on a crew and now are production managers, account managers, branch managers and company vice presidents. Even when team members face circumstances that require them to move, we can often support that decision and find a way to stay with BrightView as they move across a city, within a state or even to other states.
WHAT MAKES BRIGHTVIEW DIFFERENT FROM OTHER LANDSCAPE COMPANIES?
Every BrightView team member I speak with shares a passion for creating beautiful and inspiring landscapes. Not only do we have team members who have been with us for 30 years or more, we have multi-generation BrightView families. That institutional knowledge, experience, passion and loyalty is one of our great strengths.
I mentioned earlier that we are a local company with a national presence, which allows us to focus resources and expertise wherever our clients may need it. As you saw with Hurricane Matthew and Winter Storm Stella, events that have potentially catastrophic impacts for our clients, we are able to focus resources not just from multiple branches, but from multiple lines of business. There aren’t many companies in commercial landscaping that marshal resources like we can.
Scale also allows us to benefit from shared best practices and purchasing economy. At BrightView, we are institutionalizing quality through an Operational Excellence Center. OpX has been charged with creating one BrightView way in safety, quality management, client service, production planning, irrigation management, training and technical services. OpX allows us to take decades of institutional knowledge and accumulated skill and passion from our teams and make it the central pillar of the BrightView brand.
Click here to view the full issue of The Landscape Professional.
BrightView Appoints Andrew Masterman as Chief Executive Officer
Andrew Masterman
BrightView, the nation’s leading landscape services company, announced today that Andrew Masterman is joining the company as President and Chief Executive Officer. Mr. Masterman, who also will join the company’s Board of Directors, succeeds Pat Velasco, who has served as Interim Chief Executive Officer since July 2016. Mr. Velasco will continue in that role until Mr. Masterman joins the company in December 2016. Mr. Velasco will remain on BrightView’s Board of Directors.
“On behalf of the Board, we are pleased to welcome Andrew to the team. We are confident in his ability to lead the company into its next phase of growth. He has a proven track record of delivering strong operational results, and we feel strongly that he will continue that record of leadership at BrightView,” said Paul E. Raether, Chairman of the Board of Directors. “Pat has done an outstanding job of leading the company during his time as Interim Chief Executive Officer – he has improved productivity and customer focus, and enabled BrightView to better deliver the exceptional quality of service that we pride ourselves on. We are grateful for Pat’s leadership and his continued involvement in BrightView.”
Mr. Masterman said, “I am thrilled to join the team at BrightView. This is a tremendous opportunity to work with a passionate and talented team to grow the premier commercial landscaping company by continuing to deliver best-in-class landscape services across the nation to our valued clients.”
About Andrew Masterman
Mr. Masterman has an extensive background across varied industrial businesses and with significant experience managing large organizations. Mr. Masterman is joining BrightView after serving as Executive Vice President at Precision Castparts, a Berkshire Hathaway company that specializes in manufacturing structural investment castings, forged components, and airfoil castings for aircraft engines and industrial gas turbines. At Precision Castparts, Mr. Masterman served as President of the Wyman Gordon and Structural Casting segments, two key segments within the ~$7 billion Investment Cast Products and Forged Products segments. Prior to Precision Castparts, Mr. Masterman served as President and Chief Executive Officer of North America for ESAB Group, Inc., a leader in welding and cutting equipment and consumables. Mr. Masterman will be working out of BrightView’s Plymouth Meeting location.