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BrightView Holdings, Inc.

BrightView Holdings, Inc.BVEarnings & Financial Report

NYSE · Consumer Staples · Agricultural Services

BrightView Holdings, Inc. is a leading US commercial landscaping services provider. It offers solutions including landscape design, installation, maintenance, irrigation management, and snow and ice removal, serving corporate campuses, retail centers, residential communities, and public sector properties.

What changed in BrightView Holdings, Inc.'s 10-K — 2024 vs 2025

Top changes in BrightView Holdings, Inc.'s 2025 10-K

308 paragraphs added · 284 removed · 255 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

51 edited+3 added−2 removed61 unchanged
Regulatory Overview We are required to comply with various federal, state and local laws and regulations, which increases our operating costs, limits or restricts the services provided by our operating segments or the methods by which our operating segments offer, sell and fulfill those services or conduct their respective businesses, or subjects us to the possibility of regulatory actions or proceedings.
Regulatory Overview We are required to comply with various federal, state and local laws and regulations, which increases our operating costs, limits or restricts the services provided by our operating segments or the methods by which our operating segments offer, sell and fulfill those services or conduct their respective businesses, and subjects us to the possibility of regulatory actions or proceedings.
We serve a geographically diverse set of customers through our strategically located network of branches, as illustrated below. 8 Table of Contents Maintenance Services Overview Our Maintenance Services segment delivers a full suite of recurring commercial landscaping services ranging from mowing, gardening, mulching and snow removal, to more horticulturally advanced services, such as water management, irrigation maintenance, tree care, golf course maintenance and specialty turf maintenance.
We serve a geographically diverse set of customers through our strategically located network of branches, as illustrated below. 8 Table of Contents Maintenance Services Overview Our Maintenance Services segment delivers a full suite of recurring commercial landscaping services ranging from mowing, gardening, mulching and snow removal, to more horticulturally advanced services, such as water management, irrigation maintenance, tree care and golf course maintenance.
(April 2024) (2) Source: IBISWorld-Snowplowing Services in the U.S. (May 2024) Steady growth in the commercial property markets has underpinned the commercial landscaping industry’s growth. Unlike individual residential customers, HOAs and military housing managers possess the same sophistication and expectation of high-quality services as corporations, and thus are more inclined to outsource landscaping needs to professional, scaled companies.
(April 2025) (2) Source: IBISWorld-Snowplowing Services in the U.S. (May 2025) Steady growth in the commercial property markets has underpinned the commercial landscaping industry’s growth. Unlike individual residential customers, HOAs and military housing managers possess the same sophistication and expectation of high-quality services as corporations, and thus are more inclined to outsource landscaping needs to professional, scaled companies.
These route-based snow removal services provide us with a valuable counter-seasonal source of revenues, allowing us to better utilize our crews and certain equipment during the winter months. Our capabilities as a rapid-response, reliable service provider further strengthens our relationships with our customers, all of which have an immediate and critical need for snow removal services.
These snow removal services provide us with a valuable counter-seasonal source of revenues, allowing us to better utilize our crews and certain equipment during the winter months. Our capabilities as a rapid-response, reliable service provider further strengthens our relationships with our customers, all of which have an immediate and critical need for snow removal services.
As the number one player in the highly attractive and growing $113 billion commercial landscape maintenance and snow removal market, we believe our size and scale present several compelling value propositions for our customers, and allow us to offer a single-source landscaping services solution to a diverse group of commercial customers across the United States.
As the number one player in the highly attractive and growing $124 billion commercial landscape maintenance and snow removal market, we believe our size and scale present several compelling value propositions for our customers, and allow us to offer a single-source landscaping services solution to a diverse group of commercial customers across the United States.
These complex and specialized offerings showcase our technical expertise across a broad range of end market verticals. We perform our services across the full spectrum of project sizes, with landscape development projects generally ranging from $100,000 to over $10 million, with an average size of approximately $1.3 million.
These complex and specialized offerings showcase our technical expertise across a broad range of end market verticals. We perform our services across the full spectrum of project sizes, with landscape development projects generally ranging from $100,000 to over $10 million, with an average size of approximately $1.5 million.
We provide commercial landscaping services, ranging from landscape maintenance and enhancements to tree care and landscape development. We operate through a differentiated and integrated national service model which systematically delivers services at the local level by combining our network of over 280 branches with a qualified service partner network.
We provide commercial landscaping services, ranging from landscape maintenance and enhancements to tree care and landscape development. We operate through a differentiated and integrated national service model which systematically delivers services at the local level by combining our network of over 265 branches with a qualified service partner network.
Presents commercial landscaping services and commercial snowplowing services as a share of the overall U.S. market at rates constant with IBISWorld figures for 2024. 11 Table of Contents In addition to its stable characteristics, the industry is also highly fragmented.
Presents commercial landscaping services and commercial snowplowing services as a share of the overall U.S. market at rates constant with IBISWorld figures for 2025. 11 Table of Contents In addition to its stable characteristics, the industry is also highly fragmented.
Within our Maintenance Services segment, every customer relationship is maintained by one of our more than 665+ branch-level account managers, who are responsible for ensuring customer satisfaction, tracking service levels, promoting enhancement services and driving contract renewals.
Within our Maintenance Services segment, every customer relationship is maintained by one of our more than 675+ branch-level account managers, who are responsible for ensuring customer satisfaction, tracking service levels, promoting enhancement services and driving contract renewals.
Development Services Overview Through our Development Services segment, we provide landscape architecture and development services for new facilities and significant redesign projects. Specific services include project design and management services, landscape architecture, landscape installation, irrigation installation, tree moving and installation, pool and water features and sports field services, among others.
Development Services Overview Through our Development Services segment, we provide landscape architecture and development services for new facilities and significant redesign projects. Specific services include project design and management services, landscape architecture, landscape installation, irrigation installation, tree moving and installation, pool and water features, sports field services and specialty turf services, among others.
Irrespective of whether a headquarters or corporate campus is located in an urban area or suburban area, we believe that companies are increasingly viewing their exterior landscaping as a competitive differentiator and are making significant investments to create visually appealing outdoor spaces. 12 Table of Contents • Growth of Private Non-residential Construction.
Irrespective of whether a headquarters or corporate campus is located in an urban area or suburban area, we believe that companies are increasingly viewing their exterior landscaping as a competitive differentiator and are making significant investments to create visually appealing outdoor spaces. • Growth of Private Non-residential Construction.
The holding company and BrightView are collectively referred to in this Form 10-K (the “Annual Report”) as “we,” “us,” “our,” “ourselves,” “Company,” or “BrightView.” Our Company We are the largest provider of commercial landscaping services in the United States, with revenues approximately 5 times those of our next largest commercial landscaping competitor.
The holding company and BrightView Landscapes are collectively referred to in this Form 10-K (the “Annual Report”) as “we,” “us,” “our,” “ourselves,” “Company,” or “BrightView.” Our Company We are the largest provider of commercial landscaping services in the United States, with revenues approximately 4 times those of our next largest commercial landscaping competitor.
Our SEC filings are also available on our website at https://www.brightview.com as soon as reasonably practicable after they are filed with or furnished to the SEC. From time to time, we may use press releases or our website as a distribution channel of material company information.
Our SEC filings are also available on our website at https://www.brightview.com as soon as reasonably practicable after they are filed with or furnished to the SEC. 16 Table of Contents From time to time, we may use press releases or our website as a distribution channel of material company information.
In addition to our network of branch managers, production managers and account managers, our platform is differentiated by a highly experienced team of operational senior vice presidents and vice presidents, organized regionally, with an average tenure of 18 years. These team members are responsible for leading, teaching and developing branch managers as well as maintaining adherence to key operational strategies.
In addition to our network of branch managers, operations managers and account managers, our platform is differentiated by a highly experienced team of operational senior vice presidents and vice presidents, organized regionally, with an average tenure of 20 years. These team members are responsible for leading, teaching and developing branch managers as well as maintaining adherence to key operational strategies.
The chart below illustrates the diversity of our Maintenance Services revenues: 2024 Maintenance Services Revenue by End Market (1) (1) Reflects the fiscal year ended September 30, 2024.
The chart below illustrates the diversity of our Maintenance Services revenues: 2025 Maintenance Services Revenue by End Market (1) (1) Reflects the fiscal year ended September 30, 2025.
We have a field-based sales approach driven by our growing team of more than 200 business developers that are focused on winning new customers at a local level. We also have a separate 34-member sales team that is focused on targeting and capturing high-value, high-margin opportunities, including national accounts.
We have a field-based sales approach driven by our growing team of more than 275 business developers that are focused on winning new customers at a local level. We also have a separate 20-member sales team that is focused on targeting and capturing high-value, high-margin opportunities, including national accounts.
We strive for zero injuries and an incident-free workplace and have achieved significant progress towards this goal through risk reduction activities, including robust training, jobsite safety observations and pre-job safety briefings to raise awareness around workplace hazards and reduce employee exposure to hazardous conditions.
We strive for zero injuries and an incident-free workplace and have achieved significant progress towards this goal through risk reduction activities, including robust training, jobsite safety observations and pre-job safety briefings to raise awareness around workplace hazards and 13 Table of Contents reduce employee exposure to hazardous conditions.
Item 1. B usiness BrightView Holdings, Inc. is a holding company that conducts substantially all of its activity through its direct, wholly-owned operating subsidiary, BrightView Landscapes, LLC (“BrightView”) and its consolidated subsidiaries.
Item 1. B usiness BrightView Holdings, Inc. is a holding company that conducts substantially all of its activity through its direct, wholly-owned operating subsidiary, BrightView Landscapes, LLC (“BrightView Landscapes”) and its consolidated subsidiaries.
Commercial Landscaping and Snow Removal Services Industry (US$ in billions) (1) (1) Source: IBISWORLD - Landscaping Services in the U.S (April 2024), IBISWorld - Snowplowing Services in the U.S (May 2024).
Commercial Landscaping and Snow Removal Services Industry (US$ in billions) (1) (1) Source: IBISWORLD - Landscaping Services in the U.S (April 2025), IBISWorld - Snowplowing Services in the U.S (May 2025).
Such seasonality causes our results of operations to vary from quarter to quarter. 14 Table of Contents Weather Conditions Weather may impact the timing of performance of landscape maintenance and enhancement services and progress on development projects from quarter to quarter.
Such seasonality causes our results of operations to vary from quarter to quarter. Weather Conditions Weather may impact the timing of performance of landscape maintenance and enhancement services and progress on development projects from quarter to quarter.
As an example, our proprietary, BrightView Connect application allows customers to submit service requests and landscape pictures directly to their account manager and field team, ensuring that specific service needs are accurately delivered in a timely and efficient manner.
As an example, our proprietary, BrightView Connect application allows customers to submit service requests and landscape pictures directly to their account manager and field team, ensuring that specific service needs are accurately delivered in a timely and 15 Table of Contents efficient manner.
In 2024, commercial landscape maintenance, including snow removal, represents an $113 billion industry that is characterized by a number of attractive market drivers. The industry benefits from commercial customers’ need to provide consistently accessible and aesthetically-pleasing environments.
In 2025, commercial landscape maintenance, including snow removal, represents an $124 billion industry that is characterized by a number of attractive market drivers. The industry benefits from commercial customers’ need to provide consistently accessible and aesthetically-pleasing environments.
For the year ended September 30, 2024, in Development Services, we generated net service revenues of $808.8 million and Segment Adjusted EBITDA of $106.3 million, with a Segment Adjusted EBITDA Margin of 13.1%. 10 Table of Contents Our History In 2013, affiliates of KKR acquired our predecessor business, Brickman Holding Group, Inc. In 2014, we acquired ValleyCrest Holding Co.
For the year ended September 30, 2025, in Development Services, we generated net service revenues of $789.1 million and Segment Adjusted EBITDA of $106.8 million, with a Segment Adjusted EBITDA Margin of 13.5%. 10 Table of Contents Our History In 2013, affiliates of KKR acquired our predecessor business, Brickman Holding Group, Inc. In 2014, we acquired ValleyCrest Holding Co.
We generally experience our highest level of employment during the spring and summer seasons, which correspond with our third and fourth fiscal quarters. The approximate number of full-time employees by segment, as of September 30, 2024, is as follows: Maintenance Services: 15,750; Development Services: 2,950. In addition, our corporate staff is approximately 400 employees.
We generally experience our highest level of employment during the spring and summer seasons, which correspond with our third and fourth fiscal quarters. The approximate number of full-time employees by segment, as of September 30, 2025, is as follows: Maintenance Services: 15,400; Development Services: 2,500. In addition, our corporate staff is approximately 300 employees.
For example, a representative maintenance services branch typically serves 25-100 customers across 50-250 sites, generating between $2 million and $22 million in annual revenues. Each branch is led by a branch manager, who focuses on performance drivers, such as customer satisfaction, crew retention, safety and tactical procurement.
For example, a representative maintenance services branch typically serves 25-150 customers across 50-250 sites, generating between $5 million and $20 million in annual revenues. Each branch is led by a branch manager, who focuses on performance drivers, such as customer satisfaction, crew retention, safety and tactical procurement.
We believe growth in commercial construction promotes growth in commercial landscape maintenance and development services. Organization Our core operating strategy is to systematically deliver our services on a local level.
We believe growth in commercial construction promotes growth in commercial landscape maintenance and development services. 12 Table of Contents Organization Our core operating strategy is to systematically deliver our services on a local level.
Our top ten customers accounted for approximately 9% of our fiscal 2024 revenues, with no single customer accounting for more than 3% of our fiscal 2024 revenues. Our business model is characterized by stable, recurring revenues, a scalable operating model, strong operating margins, limited capital expenditures and low working capital requirements that together generate significant Free Cash Flow.
Our top ten customers accounted for approximately 17% of our fiscal 2025 revenues, with no single customer accounting for more than 4% of our fiscal 2025 revenues. Our business model is characterized by stable, recurring revenues, a scalable operating model, strong operating margins, limited capital expenditures and low working capital requirements that together generate significant Adjusted Free Cash Flow.
Branch managers are supported by production managers, who focus on managing crew leaders, and account managers, who focus on customer retention and sales of landscape enhancement services. Each branch is also supported by a dedicated business developer, who is focused on winning new customers at a local level.
Branch managers are supported by operations managers, who focus on managing crew leaders, and account managers, who focus on customer retention and sales of landscape enhancement services. Each branch is also supported by 1-2 dedicated business developers, who are focused on winning new customers at a local level.
In our Maintenance Services segment, most competitors are smaller local and regional firms; however, we also face competition from other large national firms such as Yellowstone Landscape, Bartlett Tree Experts and HeartLand. In our Development Services segment, competitors are generally smaller local and regional firms.
In our Maintenance Services segment, most competitors are smaller local and regional firms; however, we also face competition from other large national firms such as Yellowstone Landscape, Mariani Premier Group and HeartLand. In our Development Services segment, competitors are generally smaller local and regional firms.
Human Capital Employees As of September 30, 2024, we had a total of approximately 19,600 employees, including seasonal workers, consisting of approximately 19,100 full-time and approximately 500 part-time employees in our two business segments. The number of part-time employees varies significantly from time to time during the year due to seasonal and other operating requirements.
Human Capital Employees As of September 30, 2025, we had a total of approximately 18,600 employees, including seasonal workers, consisting of approximately 18,200 full-time and approximately 400 part-time employees in our two business segments. The number of part-time employees varies significantly from time to time during the year due to seasonal and other operating requirements.
Highlighting the consistency of this growth, the combined industry is expected to grow at a 2.3% CAGR from 2020 through 2029, as depicted in the chart below: Growth in the U.S.
Highlighting the consistency of this growth, the combined industry is expected to grow at a 2.9% CAGR from 2021 through 2028, as depicted in the chart below: Growth in the U.S.
Our scale supports centralizing key functions, which enables our branch, production and account managers to focus their efforts on fostering deep relationships with customers, delivering excellent service and finding new revenue opportunities. As branches grow and we win new business, our branch model is easily scalable within an existing, well-developed market-based management structure with supporting corporate infrastructure.
Our scale allows us to centralize key functions, which enables our branch management team to focus their efforts on fostering deep customer relationships, delivering excellent service, and finding new revenue opportunities. As branches grow and we win new business, our branch model is easily scalable within an existing, well-developed region and market-based management structure with supporting corporate infrastructure.
Despite being the largest provider of commercial landscaping services, we currently hold only a 1.7% market share, representing a significant opportunity for future consolidation. According to the 2024 IBISWorld Report, there are over 660,000 enterprises providing landscape maintenance services in the United States.
Despite being the largest provider of commercial landscaping services, we currently hold only a 1.5% share of the combined landscape maintenance and snow removal market, representing a significant opportunity for future consolidation. According to the 2025 IBISWorld Report, there are over 720,000 enterprises providing landscape maintenance services in the United States.
Over the next five years, the overall U.S. landscape maintenance industry is projected to be supported by rising construction and economic activity. According to the 2022 IBISWorld Report, private non-residential construction is forecasted to grow at an annualized rate of 1.3% over the five years leading to 2027.
Over the next five years, the overall U.S. landscape maintenance industry is projected to be supported by rising construction and economic activity. According to the 2025 IBISWorld Industry Reports, private non-residential construction is forecasted to grow at an annualized rate of approximately 2.0% over the five years leading to 2030.
In our seasonal markets, the performance of our snow removal services is correlated with the amount of snowfall, the number of snowfall events and the nature of those events in a given season. We benchmark our performance against ten-, fifteen-, and thirty-year averages.
In our seasonal markets, the performance of our snow removal services is correlated with the amount of snowfall, the number of snowfall events and the nature of those events in a given season.
Historically, we have used, and expect to 13 Table of Contents continue to use in the future, a U.S. government program that provides H-2B temporary, non-immigrant visas to foreign workers to help satisfy a portion of our need for seasonal labor in certain markets.
Historically, we have used, and expect to continue to use in the future, a U.S. government program that provides H-2B temporary, non-immigrant visas to foreign workers to help satisfy a portion of our need for seasonal labor in certain markets. We employed approximately 1,500 and 2,000 seasonal workers in 2025 and 2024, respectively, through the H-2B visa program.
Diversity, Equity and Inclusion We are committed to creating and sustaining a diverse workplace that understands and values individual differences across demographics, experiences and perspectives. We want to ensure that collaborative and respectful business practices in a performance-based, supportive environment enable every employee to realize his/her/their career ambitions.
We remain committed to aligning our workforce's development with BrightView's strategic priorities. Workplace Culture We are committed to creating and sustaining an inclusive workplace that understands and values individual differences across demographics, experiences and perspectives. We want to ensure that collaborative and respectful business practices in a performance-based, supportive environment enable every employee to realize his/her/their career ambitions.
For the year ended September 30, 2024, in Maintenance Services, we generated net service revenues of $1,964.0 million, including $220.8 million from snow removal services, and Segment Adjusted EBITDA of $279.7 million, with a Segment Adjusted EBITDA Margin of 14.2%.
For the year ended September 30, 2025, in Maintenance Services, we generated net service revenues of $1,891.3 million, including $210.8 million from snow removal services, and Segment Adjusted EBITDA of $245.5 million, with a Segment Adjusted EBITDA Margin of 13.0%.
We believe we have the largest fleet of vehicles in the commercial landscape maintenance industry. 16 Table of Contents Sourcing and Suppliers Our size and broad national network make us an attractive partner for many industry-leading manufacturers and suppliers, which has allowed us to maintain strong, long-term relationships with our supply base.
Sourcing and Suppliers Our size and broad national network make us an attractive partner for many industry-leading manufacturers and suppliers, which has allowed us to maintain strong, long-term relationships with our supply base.
Our diverse customer base includes approximately 11,700 office parks and corporate campuses, 10,000 residential communities, and 700 educational institutions.
Our diverse customer base includes approximately 7,400 office parks and corporate campuses, 6,100 residential communities, and 500 educational institutions.
We have integrated microlearning modules and mobile platforms for accessible, on-the-go skill development, ensuring that all team members, from hourly employees to leadership, can continuously improve their capabilities. We remain committed to aligning our workforce's development with BrightView's strategic priorities.
Training We are committed to fostering an engaged and skilled workforce that aligns with our company's long-term growth and performance goals. We have integrated microlearning modules and mobile platforms for accessible, on-the-go skill development, ensuring that all team members, from hourly employees to leadership, can continuously improve their capabilities.
During fiscal 2024, there were no material capital expenditures for environmental control facilities. 15 Table of Contents There are a number of proposed and pending rules and regulations relating to climate-related disclosures that we will be subject to if such rules become effective and survive pending legal challenges.
In addition, there are a number of proposed and pending rules and regulations relating to climate-related disclosures that we will be subject to if such rules become effective and survive pending legal challenges.
For the year ended September 30, 2024, we generated net service revenues of $2,767.1 million, net income of $66.4 million and Adjusted EBITDA of $324.7 million, with a net income margin of 2.4% and an Adjusted EBITDA margin of 11.7%.
For the year ended September 30, 2025, we generated net service revenues of $2,672.8 million, net income of $56.0 million and Adjusted EBITDA of $352.3 million, with a net income margin of 2.1% and an Adjusted EBITDA margin of 13.2%.
Our Development Services organization is centered around approximately 40 branch locations strategically located in large metropolitan areas with supportive demographics for growth and real estate development. Certain facilities used by our Development Services segment are shared or co-located with our Maintenance organization. Our Development Services branch network is supported by centralized support functions similar to our Maintenance Services organization.
Certain facilities used by our Development Services segment are shared or co-located with our Maintenance organization. Our Development Services branch network is supported by centralized support functions similar to our Maintenance Services organization.
Our senior operating personnel also foster a culture of engagement and emphasize promotion from within, which has played a key role in making BrightView the employer of choice within the broader landscape maintenance industry.
Our senior operating personnel also foster a culture of engagement and emphasize promotion from within, which has played a key role in making BrightView the employer of choice within the broader landscape maintenance industry. Our Development Services organization is centered around approximately 35 branch locations strategically located in large metropolitan areas with supportive demographics for growth and real estate development.
For a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to their most directly comparable GAAP measures, see "Non-GAAP Financial Measures" in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 7 Table of Contents Our Operating Segments We deliver our broad range of services through two operating segments: Maintenance Services and Development Services.
Management's Discussion and Analysis of Financial Condition and Results of Operations. 7 Table of Contents Our Operating Segments We deliver our broad range of services through two operating segments: Maintenance Services and Development Services.
Fleet Our highly visible fleet of approximately 15,500 trucks and trailers foster the strong brand equity associated with BrightView. We manage our fleet with a dedicated centralized team, as well as regional equipment managers, who together focus on compliance, maintenance, asset utilization and procurement.
We manage our fleet with a dedicated centralized team, as well as regional equipment managers, who together focus on compliance, maintenance, asset utilization and procurement. We believe we have the largest fleet of vehicles in the commercial landscape maintenance industry.
Our field marketing teams focus at the branch level to make our corporate marketing strategies more localized. Given the local nature of our operations, we believe that a sizeable amount of our new sales are also driven by customer referrals which stem from our strong reputation, depth of customer relationships and quality of work.
Given the local nature of our operations, we believe that a sizeable amount of our new sales are also driven by customer referrals which stem from our strong reputation, depth of customer relationships and quality of work. Fleet Our highly visible fleet of approximately 15,000 trucks and trailers foster the strong brand equity associated with BrightView.
Intellectual Property We hold or have rights to use various service marks, trademarks and trade names we use in the operation of our businesses that are necessary to the operations of our businesses. As of September 30, 2024, we had a number of marks that were protected by registration (either by direct registration or by treaty) in the United States.
As of September 30, 2025, we had a number of marks that were protected by registration (either by direct registration or by treaty) in the United States.
We employed approximately 2,000 and 1,900 seasonal workers in 2024 and 2023, respectively, through the H-2B visa program. Safety We care about our employees and we believe that our commercial success is linked to a safe and healthy workforce.
Safety We care about our employees and we believe that our commercial success is linked to a safe and healthy workforce.
Among other things, we offer eligible employees comprehensive health and wellness plans, retirement savings plans, continuing education support, and the opportunity to earn short-term and long-term incentive awards. Training We are committed to fostering an engaged and skilled workforce that aligns with our company's long-term growth and performance goals.
Among other things, we offer eligible employees comprehensive health and wellness plans, retirement savings plans, equity-based compensation, continuing education support, and the opportunity to earn short-term and long-term incentive awards. In addition, during fiscal 2025 we launched a program that provides paid time off for all frontline workers.
Removed
For example, on March 6, 2024, the SEC adopted a final rule requiring public companies to include various climate-related disclosures in certain documents filed with the SEC, including climate-related financial statement metrics, greenhouse gas emissions and climate related targets and goals, and management's role in managing material climate-related risks.
Added
For a reconciliation of Adjusted Free Cash Flow, Adjusted EBITDA and Adjusted EBITDA margin to their most directly comparable GAAP measures, see "Non-GAAP Financial Measures" in Item 2.
Removed
A number of state legislators and regulators have adopted or are currently considering proposing or adopting other rules, regulations, directives, initiatives and laws requiring climate-related disclosures or limiting (or affirmatively requiring) certain climate-related conduct, including California laws S.B. 253, S.B. 261 and A.B. 1305. The Company is monitoring the status of such regulations.
Added
We benchmark our performance against ten-, fifteen-, and thirty-year averages. 14 Table of Contents Intellectual Property We hold or have rights to use various service marks, trademarks and trade names we use in the operation of our businesses that are necessary to the operations of our businesses.
Added
For example, California recently adopted S.B. 261 and S.B. 253 requiring companies to publicly disclose various climate-related disclosures including the results of certain companies’ environmental risks assessment and annual greenhouse gas emissions. During fiscal 2025, there were no material capital expenditures for environmental control facilities.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

78 edited+25 added−9 removed204 unchanged
Our certificate of incorporation further provides that, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the United States federal securities laws.
Our certificate of incorporation further provides that, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under federal securities laws.
We are subject to governmental regulation at the federal, state, and local levels in many areas of our business, such as employment laws, wage and hour laws, discrimination laws, immigration laws, human health and safety laws, transportation laws, environmental laws, false claims or whistleblower statutes, disadvantaged business enterprise statutes, tax codes, antitrust and competition laws, intellectual property laws, government-funded entitlement programs and cost and accounting principles, the Foreign Corrupt Practices 21 Table of Contents Act, other anti-corruption laws, lobbying laws, motor carrier safety laws and data privacy and security laws.
We are subject to governmental regulation at the federal, state, and local levels in many areas of our business, such as employment laws, wage and hour laws, discrimination laws, immigration laws, human health and safety laws, transportation laws, environmental laws, false claims or whistleblower statutes, disadvantaged business enterprise statutes, tax codes, antitrust and competition laws, intellectual property laws, government-funded entitlement programs and cost and accounting principles, the Foreign Corrupt Practices Act, other anti-corruption laws, lobbying laws, motor carrier safety laws and data privacy and security laws.
Holders of the Series A Preferred Stock will also be entitled to a separate class vote with respect to, among other things, the election of directors that the holders of the Series A Preferred Stock are entitled to designate under the Certificate of Designations of the Series A Preferred Stock, amendments to the Company’s organizational documents that have an adverse effect on the Series A Preferred Stock, authorizations or issuances by the Company of securities that are senior to, or equal in priority with, the Series A Preferred Stock, increases or decreases in the number of authorized shares of Series A Preferred Stock, certain mergers or consolidations of the Company and certain restricted acquisitions.
Holders of the Series A Preferred Stock will also be entitled to a separate class vote with respect to, among other things, the election of directors that the holders of the Series A Preferred Stock are entitled to designate under the Certificate of Designations of the Series A Preferred Stock, amendments to the Company’s organizational documents that have an adverse effect on the Series A Preferred Stock, authorizations or issuances by the Company of securities that are senior to, or 27 Table of Contents equal in priority with, the Series A Preferred Stock, increases or decreases in the number of authorized shares of Series A Preferred Stock, certain mergers or consolidations of the Company and certain restricted acquisitions.
The strength of these markets depends on, among other things, housing starts, local occupancy rates, demand for commercial space, increased adoption of remote-working arrangements, non-residential construction spending activity, business investment and general economic conditions, which are a function of many factors beyond our control, including interest rates, employment levels, availability of credit, consumer spending, 19 Table of Contents consumer confidence and capital spending.
The strength of these markets depends on, among other things, housing starts, local occupancy rates, demand for commercial space, increased adoption of remote-working arrangements, non-residential construction spending activity, business investment and general economic conditions, which are a function of many factors beyond our control, including interest rates, employment levels, availability of credit, consumer spending, consumer confidence and capital spending.
In the event that we were to become subject to any of the newly adopted climate change and/or ESG-related disclosure regimes, it could require us to, among other things, (i) restrict or limit our operating activities or other conduct, (ii) make material capital improvements and expend material capital resources in connection with such compliance efforts, and (iii) alter our business and operational strategy more generally.
In the event that we were to become subject to any of the newly adopted climate change and/or corporate responsibility related disclosure regimes, it could require us to, among other things, (i) restrict or limit our operating activities or other conduct, (ii) make material capital improvements and expend material capital resources in connection with such compliance efforts, and (iii) alter our business and operational strategy more generally.
Furthermore, there continues to be a lack of consistent proposed climate change and ESG-related legislation, which creates regulatory and economic uncertainty. Such matters can affect the willingness or ability of investors to make an investment in our Company, as well as our ability to meet regulatory requirements, including proposed rules related to greenhouse gas emissions.
Furthermore, there continues to be a lack of consistent proposed climate change and corporate responsibility related legislation, which creates regulatory and economic uncertainty. Such matters can affect the willingness or ability of investors to make an investment in our Company, as well as our ability to meet regulatory requirements, including proposed rules related to greenhouse gas emissions.
To the extent such costs continue to increase, we may be prevented, 28 Table of Contents in whole or in part, from passing these cost increases through to our existing and prospective customers, which could have a material adverse impact on our business, financial position, results of operations and cash flows.
To the extent such costs continue to increase, we may be prevented, in whole or in part, from passing these cost increases through to our existing and prospective customers, which could have a material adverse impact on our business, financial position, results of operations and cash flows.
Evolving stakeholder expectations, regulatory obligations, economic conditions and our efforts to manage these issues, report on them, and accomplish our goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material adverse impact, including on our reputation and stock price.
Evolving stakeholder expectations, regulatory obligations, economic conditions and our efforts to manage these issues, report on them, and accomplish our goals present 29 Table of Contents numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material adverse impact, including on our reputation and stock price.
KKR or One Rock and their respective affiliates also may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. 26 Table of Contents Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
KKR or One Rock and their respective affiliates also may pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
In addition, we are required, pursuant to Section 404, to furnish annually a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
In addition, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish annually a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
If interest rates continue to increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain 24 Table of Contents the same, our ability to refinance some or all of our existing indebtedness may be impacted and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.
If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain the same, our ability to refinance some or all of our existing indebtedness may be impacted and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.
Intentional or unintentional acts of customers, employees and third parties, including unlawful or unauthorized activities by third parties, and failures in systems, software, encryption technology, or other tools may facilitate or result in a compromise or breach of these systems.
Intentional or unintentional acts of customers, employees and third parties, including unlawful or unauthorized activities by third parties, and failures in systems, software, encryption technology, 23 Table of Contents or other tools may facilitate or result in a compromise or breach of these systems.
Our level of debt could have important consequences, including making it more difficult for us to satisfy our obligations with respect to our debt, limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions, or other general corporate requirements, requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes, increasing our vulnerability to adverse changes in general economic, industry and competitive conditions, exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our credit agreement dated December 18, 2013 (as amended, the “Credit Agreement”), are at variable rates of interest, limiting our flexibility in planning for and reacting to changes in the industries in which we compete, placing us at a disadvantage compared to other, less leveraged competitors, increasing our cost of borrowing and hampering our ability to execute on our growth strategy.
Our level of debt could have important consequences, including making it more difficult for us to satisfy our obligations with respect to our debt, limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions, or other general corporate requirements, requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes, increasing our vulnerability to adverse changes in general economic, industry and competitive conditions, exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our credit agreement dated December 18, 2013 (as amended, the “Credit Agreement”), are at variable rates of interest, limiting our flexibility in planning for and reacting to changes in the industries in which we compete, placing us at a disadvantage compared to other, less leveraged competitors, increasing our cost of borrowing and hampering our ability to execute on our growth strategy. 24 Table of Contents Our variable rate indebtedness subjects us to interest rate risk, which has caused our interest expense to increase significantly.
These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as our executive officers.
These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, 30 Table of Contents our board committees or as our executive officers.
Although the Credit Agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness 25 Table of Contents incurred in compliance with these restrictions could be substantial.
Although the Credit Agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.
We employed approximately 2,000 seasonal workers in fiscal year 2024 and approximately 1,900 seasonal workers in fiscal year 2023 through the H-2B visa program. If we are unable to hire sufficient numbers of seasonal workers, through the H-2B visa program or otherwise, we may experience a labor shortage.
We employed approximately 1,500 seasonal workers in fiscal year 2025 and approximately 2,000 seasonal workers in fiscal year 2024 through the H-2B visa program. If we are unable to hire sufficient numbers of seasonal workers, through the H-2B visa program or otherwise, we may experience a labor shortage.
Our ability to make principal and interest payments on and to refinance our indebtedness will depend on our ability to generate cash in the future and is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
Our ability to make principal and interest payments on and to refinance our indebtedness will depend on our ability to generate cash in the future and is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our 25 Table of Contents control.
These provisions provide for, among other things, our Board of Directors to issue one or more series of preferred stock; advance notice requirements for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; certain limitations on convening special stockholder meetings; the removal of directors only upon the affirmative vote of the holders of at least 66 2 ⁄ 3 % of the shares of common stock entitled to vote generally in the election of directors if KKR and its affiliates cease to beneficially own at least 40% of shares of common stock entitled to vote generally in the election of directors.
These provisions provide for, among other things, our Board of Directors to issue one or more series of preferred stock; advance notice requirements for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; certain limitations on convening special stockholder meetings; the removal of directors only upon the affirmative vote of the holders of at least 66 2⁄3% of the shares of common stock entitled to vote generally in the election of directors so long as KKR and its affiliates continue to beneficially own less than 40% of shares of common stock entitled to vote generally in the election of directors.
A number of state legislators and regulators have adopted or are currently considering proposing or adopting other rules, regulations, directives, initiatives and laws requiring ESG-related disclosures or limiting (or affirmatively requiring) certain ESG-related conduct, including California laws S.B. 253, S.B. 261 and A.B. 1305.
For example, a number of state legislators and regulators have adopted or are currently considering proposing or adopting other rules, regulations, directives, initiatives and laws requiring corporate responsibility-related disclosures or limiting (or affirmatively requiring) certain corporate responsibility related conduct, including California laws S.B. 253, S.B. 261 and A.B. 1305.
In accordance with accounting principles generally accepted in the United States of America (“GAAP”), goodwill and indefinite lived intangible assets are evaluated for impairment annually, or more frequently if circumstances indicate impairment may have occurred. As of September 30, 2024, the net carrying value of goodwill and other intangible assets, net, represented $2,111.5 million, or 62% of our total assets.
In accordance with accounting principles generally accepted in the United States (“GAAP”), goodwill and indefinite lived intangible assets are evaluated for impairment annually, or more frequently if circumstances indicate impairment may have occurred. As of September 30, 2025, the net carrying value of goodwill and other intangible assets, net, represented $2,082.2 million, or 61% of our total assets.
As of September 30, 2024, we had total indebtedness of $802.5 million, and we had availability under the Revolving Credit Facility and the Receivables Financing Agreement of $300.0 million and $158.8 million, respectively. See Note 9 "Long-term Debt" to our audited consolidated financial statements included in Part II. Item 8 in this Form 10-K.
As of September 30, 2025, we had total indebtedness of $790.2 million, and we had availability under the Revolving Credit Facility and the Receivables Financing Agreement of $300.0 million and $143.8 million, respectively. See Note 9 "Long-term Debt" to our audited consolidated financial statements included in Part II. Item 8 in this Form 10-K.
As of September 30, 2024, we had approximately 19,600 employees, approximately 5% of which are represented by a union pursuant to collective bargaining agreements.
As of September 30, 2025, we had approximately 18,600 employees, approximately 5% of which are represented by a union pursuant to collective bargaining agreements.
Although we use E-Verify and require all new employees to provide us with government-specified documentation evidencing their employment eligibility, some of our employees may, without our knowledge, be unauthorized workers.
Additionally, E-Verify may be inaccessible during outages or government shutdowns. Although we use E-Verify and require all new employees to provide us with government-specified documentation evidencing their employment eligibility, some of our employees may, without our knowledge, be unauthorized workers.
The occurrence of any of these events could have a material adverse impact on our reputation, business, financial position, results of operations and cash flow. Although we maintain insurance coverage for various cybersecurity risks, there can be no guarantee that all costs incurred will be fully insured. Our failure to comply with data privacy regulations could adversely affect our business.
The occurrence of any of these events could have a material adverse impact on our reputation, business, financial position, results of operations and cash flow. Although we maintain insurance coverage for various cybersecurity risks, there can be no guarantee that all costs incurred will be fully insured.
In addition, certain provisions of our certificate of incorporation and bylaws may be amended only by the affirmative vote of at least 66 2 ⁄ 3 % of shares of common stock entitled to vote generally in the election of directors if KKR and its affiliates cease to beneficially own at least 40% of shares of common stock entitled to vote generally in the election of directors.
In addition, certain provisions of our certificate of incorporation and bylaws may be amended only by the affirmative vote of at least 66 2⁄3% of shares of common stock entitled to vote generally in the election of directors so long as KKR and its affiliates continue to beneficially own less than 40% of shares of common stock entitled to vote generally in the election of directors.
In recent years, there has been an increased focus from stakeholders, regulators and the public in general on ESG matters, including greenhouse gas emissions and climate-related risks, renewable energy, water stewardship, waste management, diversity, equality and inclusion, responsible sourcing and supply chain, human rights, and social responsibility.
In recent years, there has been a focus from stakeholders, regulators and the public in general on corporate responsibility matters, including greenhouse gas emissions and climate-related risks, renewable energy, water stewardship, waste management, responsible sourcing and supply chain, human rights, and social responsibility.
In addition, with anti-ESG sentiment present in some of our markets, we could experience reduced revenue and reputational harm if we are targeted by groups or influential individuals who disagree with our public positions on social or environmental issues. We may be unable to satisfactorily meet evolving standards, regulations and disclosure requirements related to ESG.
In addition, we could experience reduced revenue and reputational harm if we are targeted by groups or influential individuals who disagree with our public positions on social or environmental issues. We may be unable to satisfactorily meet evolving standards, regulations and disclosure requirements related to corporate responsibility.
Consequently, our results of operations and financial position can vary from year-to-year, as well as from quarter-to-quarter. If we are unable to effectively manage the seasonality and year-to-year variability, our results of operations, financial position and cash flow may be adversely affected. Our operations are impacted by weather conditions and climate change.
If we are unable to effectively manage the seasonality and year-to-year variability, our results of operations, financial position and cash flow may be adversely affected. Our operations are impacted by weather conditions and climate change.
As a result, a decline in frequency or total amounts of snowfall in multiple regions for an extended time could cause our results of operations to decline and adversely affect our ability to generate cash flows.
Our results of operations for our snow removal services depend primarily on the level, timing and location of snowfall. As a result, a decline in frequency or total amounts of snowfall in multiple regions for an extended time could cause our results of operations to decline and adversely affect our ability to generate cash flows.
If any of these claims or proceedings were to be determined adversely to us, a judgment, a fine or a settlement involving a payment of a material sum of money were to occur, or injunctive relief were issued against us, our business, financial position and results of operations could be materially adversely affected. 22 Table of Contents Currently, we carry a broad range of insurance for the protection of our assets and operations.
If any of these claims or proceedings were to be determined adversely to us, a judgment, a fine or a settlement involving a payment of a material sum of money were to occur, or injunctive relief were issued against us, our business, financial position and results of operations could be materially adversely affected.
Sales of a substantial number of shares of our common stock in the public market by these stockholders, or the perception that such sales could occur, could substantially decrease the market price of our common stock.
Sales of a substantial number of shares of our common stock in the public market by these stockholders, such as the underwritten sale of 11.6 million shares of common stock by KKR in June 2025, or the perception that such sales could occur, could substantially decrease the market price of our common stock.
We are subject to risks caused by data breaches and 23 Table of Contents operational disruptions, particularly through cyber-attack, cyber-intrusion, ransomware attacks, phishing attempts or other social engineering attempts to fraudulently induce the transfer of company funds, including by computer hackers, foreign governments and cyber terrorists.
We are subject to risks caused by data breaches and operational disruptions, particularly through cyber-attack, cyber-intrusion, ransomware attacks, phishing attempts or other social engineering attempts to fraudulently induce the transfer of company funds, including by computer hackers, foreign governments and cyber terrorists. Geopolitical instability, including overseas conflicts, may increase the risk that we will experience cyber-attacks or cyber-intrusions.
Many of the services that we provide pose the risk of serious personal injury to our employees. Our employees regularly use dangerous equipment, such as lawn mowers, edgers and other power equipment. As a result, there is a significant risk of work-related injury and workers’ compensation claims.
Our employees regularly use dangerous equipment, such as lawn mowers, edgers and other power equipment. As a result, there is a significant risk of work-related injury and workers’ compensation claims.
Our success depends on our ability to retain our current customers, renew our existing customer contracts and obtain new business. Our ability to do so generally depends on a variety of factors, including the quality, price and responsiveness of our services, as well as our ability to market these services effectively and differentiate ourselves from our competitors.
Our ability to do so generally depends on a variety of factors, including the quality, price and responsiveness of our services, as well as our ability to market these services effectively and differentiate ourselves from our competitors.
Tax increases and changes in tax rules may adversely affect our financial results As a company conducting business with physical operations throughout North America, we are exposed, both directly and indirectly, to the effects of changes in U.S. federal, state and local tax rules.
However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts. 22 Table of Contents Tax increases and changes in tax rules may adversely affect our financial results As a company conducting business with physical operations throughout North America, we are exposed, both directly and indirectly, to the effects of changes in U.S. federal, state and local tax rules.
Our reputation and/or business could be negatively impacted by environmental, social and governance (“ESG”) matters and/or our reporting of such matters.
Our reputation and/or business could be negatively impacted by corporate responsibility matters and/or our reporting of such matters.
The process of integrating an acquired business may create unforeseen difficulties and expenses, including the diversion of management’s attention or resources away from our operations; the inability to retain employees, customers and suppliers; difficulties implementing our strategy at the acquired business; the assumption of actual or contingent liabilities (including those relating to the environment); failure to effectively and timely adopt and adhere to our internal control processes, accounting systems and other policies; write-offs or impairment charges relating to goodwill and other intangible assets; unanticipated liabilities relating to acquired businesses; and potential expenses associated with litigation with sellers of such businesses. 18 Table of Contents If management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, we may not be able to realize anticipated benefits and revenue opportunities resulting from acquisitions and our business could suffer.
The process of integrating an acquired business may create unforeseen difficulties and expenses, including the diversion of management’s attention or resources away from our operations; the inability to retain employees, customers and suppliers; difficulties implementing our strategy at the acquired business; the assumption of actual or contingent liabilities (including those relating to the environment); failure to effectively and timely adopt and adhere to our internal control processes, accounting systems and other policies; write-offs or impairment charges relating to goodwill and other intangible assets; unanticipated liabilities relating to acquired businesses; and potential expenses associated with litigation with sellers of such businesses.
During an economic downturn, our customers may decrease their spending on landscape services by seeking to reduce expenditures for landscape services, in particular enhancement services, engaging a lower cost service provider or performing landscape maintenance themselves rather than outsourcing to third parties like us or generally reducing the size and complexity of their new landscaping development projects.
These factors could also negatively impact the timing or the ultimate collection of accounts receivable, which would adversely impact our business, financial position, results of operations and cash flows. 28 Table of Contents During an economic downturn, our customers may decrease their spending on landscape services by seeking to reduce expenditures for landscape services, in particular enhancement services, engaging a lower cost service provider or performing landscape maintenance themselves rather than outsourcing to third parties like us or generally reducing the size and complexity of their new landscaping development projects.
In connection with our acquisitions, we generally require that key management and former principals of the businesses we acquire enter into non-competition agreements in our favor.
In connection with our acquisitions, we generally require that key management and former principals of the businesses we acquire enter into non-competition agreements in our favor. Enforceability of these non-competition agreements varies from state to state, and may depend on the relevant facts and circumstances.
Our future success depends to a significant degree on the skills, experience and efforts of our executive management and other key personnel and their ability to provide us with uninterrupted leadership and direction. From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives.
Our success depends on our executive management and other key personnel. Our future success depends to a significant degree on the skills, experience and efforts of our executive management and other key personnel and their ability to provide us with uninterrupted leadership and direction.
The number of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.
The number of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock.
Geopolitical instability, including overseas conflicts, may increase the risk that we will experience cyber-attacks or cyber-intrusions. Any unauthorized disclosure of confidential information could damage our reputation, interrupt our operations and could result in a violation of applicable laws, regulations, industry standards or agreements and potentially subject us to costs, penalties and liabilities.
Any unauthorized disclosure of confidential information could damage our reputation, interrupt our operations and could result in a violation of applicable laws, regulations, industry standards or agreements and potentially subject us to costs, penalties and liabilities.
Immigration and Customs Enforcement, or ICE, and we are audited from time to time by ICE for compliance with work authentication requirements. While we believe we are in compliance with applicable laws and regulations, if we are found not to be in compliance as a result of any audits, we may be subject to fines or other remedial actions.
While we believe we are in compliance with applicable laws and 20 Table of Contents regulations, if we are found not to be in compliance as a result of any audits, we may be subject to fines or other remedial actions.
Our Series A Preferred Stock, if not converted into common stock, will also be senior to our common stock in distribution and liquidation if such shares are not converted into common stock, which could negatively affect the value of our common stock and impair our ability to raise additional capital. 27 Table of Contents Our certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
Our certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the sole and exclusive forums for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
The availability of highly qualified talent is limited, and the competition for talent is robust. A failure to efficiently or effectively replace executive management members or other key personnel and to attract, retain and develop new qualified personnel could have an adverse effect on our operations and implementation of our strategic plan.
A failure to efficiently or effectively replace executive management members or other key personnel and to attract, retain and develop new qualified personnel could have an adverse effect on our operations and implementation of our strategic plan. Our future success depends on our ability to attract, retain and maintain positive relations with workers.
You may not be able to resell your shares at or above your purchase price due to various factors, including those described in this Risk Factors section.
Since then, our common stock has been relatively thinly traded and at times been subject to price volatility. You may not be able to resell your shares at or above your purchase price due to various factors, including those described in this Risk Factors section.
Our independent registered public accounting firm is also required to issue an attestation report on effectiveness of our internal controls in each annual report on Form 10-K. 30 Table of Contents In the future, if we identify a control deficiency that rises to the level of a material weakness in our internal controls over financial reporting, this material weakness may adversely affect our ability to record, process, summarize and report financial information timely and accurately.
In the future, if we identify a control deficiency that rises to the level of a material weakness in our internal controls over financial reporting, this material weakness may adversely affect our ability to record, process, summarize and report financial information timely and accurately.
Compliance with 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 risk of potential litigation, could result in significant costs that adversely impact our reputation, business, financial position, results of operations and cash flows.
In addition, government agencies may make changes in the regulatory frameworks within which we operate that may require either the corporation as a whole or individual businesses to incur substantial increases in costs in order to comply with such laws and regulations. 21 Table of Contents Compliance with 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 risk of potential litigation, could result in significant costs that adversely impact our reputation, business, financial position, results of operations and cash flows.
As of September 30, 2024, the Affiliated Investors held approximately 33,133,123 shares of our common stock and 500,000 shares of our Series A Preferred Stock, which represents, in the aggregate, approximately 58.7% of the combined voting power of our outstanding shares of preferred stock and common stock.
As of September 30, 2025, the Affiliated Investors held approximately 21,533,123 shares of our common stock and 500,000 shares of our Series A Preferred Stock, which represents, in the aggregate, approximately 50.8% of our outstanding shares of common stock and preferred stock (on an as-converted basis).
Due to the seasonal nature of the services we provide, we also experience seasonality in our employment and working capital needs. Our employment and working capital needs generally correspond with the increased demand for our services in the spring and summer months and employment levels and operating costs are generally at their highest during such months.
Our employment and working capital needs generally correspond with the increased demand for our services in the spring and summer months and employment levels and operating costs are generally at their highest during such months. Consequently, our results of operations and financial position can vary from year-to-year, as well as from quarter-to-quarter.
If a significant number of our existing customers reduced their outsourcing and elected to perform the services themselves, such loss of customers could have a material adverse impact on our business, financial position, results of operations and cash flows.
If a significant number of our existing customers reduced their outsourcing and elected to perform the services themselves, such loss of customers could have a material adverse impact on our business, financial position, results of operations and cash flows. 17 Table of Contents Because we operate our business through dispersed locations across the United States, our operations may be materially adversely affected by inconsistent practices and the operating results of individual branches may vary.
The landscape services industry is labor intensive, and industry participants, including us, experience high turnover rates among hourly workers and competition for qualified supervisory personnel. In addition, we, like many landscape service providers who conduct a portion of their operations in seasonal climates, employ a portion of our field personnel for only part of the year.
In addition, we, like many landscape service providers who conduct a portion of their operations in seasonal climates, employ a portion of our field personnel for only part of the year.
Moreover, borrowings under our Credit Agreement and Receivables Financing Agreement bear interest at a rate per annum based on a secured overnight financing rate (SOFR), plus a margin.
For the year ended September 30, 2025, our interest expense was $53.7 million, compared to $62.4 million for the year ended September 30, 2024. Moreover, borrowings under our Credit Agreement and Receivables Financing Agreement bear interest at a rate per annum based on a secured overnight financing rate (SOFR), plus a margin.
Additionally, the effects of climate change may impact the frequency and total amounts of future snowfall, which could have a material adverse effect on our revenues, results of operations and cash flow. Our success depends on our executive management and other key personnel.
Variability in the frequency and timing of snowfalls creates challenges associated with budgeting and forecasting for the Maintenance Services segment. Additionally, the effects of climate change may impact the frequency and total amounts of future snowfall, which could have a material adverse effect on our revenues, results of operations and cash flow.
Any inability by us to negotiate collective bargaining arrangements could result in strikes or other work stoppages disrupting 20 Table of Contents our operations, and new union contracts could increase operating and labor costs.
Any inability by us to negotiate collective bargaining arrangements could result in strikes or other work stoppages disrupting our operations, and new union contracts could increase operating and labor costs. If these labor organizing activities were successful, it could further increase labor costs, decrease operating efficiency and productivity in the future, or otherwise disrupt or negatively impact our operations.
Consequently, we cannot predict with certainty whether, if challenged, a court will enforce any particular non-competition agreement. Any increased competition from businesses started by former employees may reduce our market share and adversely affect our business, financial position, results of operations and cash flows. 17 Table of Contents Our business success depends on our ability to preserve long-term customer relationships.
Any increased competition from businesses started by former employees may reduce our market share and adversely affect our business, financial position, results of operations and cash flows. Our business success depends on our ability to preserve long-term customer relationships. Our success depends on our ability to retain our current customers, renew our existing customer contracts and obtain new business.
Customer and consumer demand for our services may be impacted by weak economic conditions, heightened inflation, equity market volatility or other negative economic factors in the U.S. or other nations.
Customer and consumer demand for our services may be impacted by weak economic conditions, heightened inflation, equity market volatility or other negative economic factors in the U.S. or other nations. The United States has announced a wide range of tariffs on certain imports from many countries, including Canada, Mexico, members of the European Union and the United Kingdom.
We periodically evaluate and adjust our claims reserves to reflect trends in our own experience as well as industry trends. However, ultimate results may differ from our estimates, which could result in losses over our reserved amounts.
We periodically evaluate and adjust our claims reserves to reflect trends in our own experience as well as industry trends.
Our variable rate indebtedness subjects us to interest rate risk, which has caused our interest expense to increase significantly. Borrowings under our Credit Agreement and Receivables Financing Agreement are at variable rates of interest and expose us to interest rate risk.
Borrowings under our Credit Agreement and Receivables Financing Agreement are at variable rates of interest and expose us to interest rate risk. Increases in interest rates can result in increases to the cost of servicing our debt under our Credit Agreement and Receivables Financing Agreement.
Our future success depends on our ability to attract, retain and maintain positive relations with workers. Our future success and financial performance depend substantially on our ability to attract, train and retain hourly and field workers, as well as trained workers, including account, branch and regional management personnel.
Our future success and financial performance depend substantially on our ability to attract, train and retain hourly and field workers, as well as trained workers, including account, branch and regional management personnel. The landscape services industry is labor intensive, and industry participants, including us, experience high turnover rates among hourly workers and competition for qualified supervisory personnel.
The lower level of activity in seasonal markets during our first and second fiscal quarters is partially offset by revenue from our snow removal services. In our Development Services segment, we typically experience lower activity levels during the winter months. Such seasonality causes our results of operations to vary from quarter to quarter.
In our Development Services segment, we typically experience lower activity levels during the winter months. Such seasonality causes our results of operations to vary from quarter to 18 Table of Contents quarter. Due to the seasonal nature of the services we provide, we also experience seasonality in our employment and working capital needs.
The regions that we service averaged 1,695 inches of annual snowfall in calendar year 2023, 1,913 inches of annual snowfall in calendar year 2023, and 2,049 inches of annual snowfall in calendar year 2022. In the past ten-, fifteen- and thirty-year periods, the regions that we service have averaged 2,456 inches, 2,702 inches, and 2,687 inches of annual snowfall, respectively.
The regions that we service averaged 1,866 inches of annual snowfall in calendar year 2024, 1,695 inches of annual snowfall in calendar year 2023, and 1,968 inches of annual snowfall in calendar year 2022.
Fluctuations in commercial real estate development markets could have an adverse effect on our business, financial position, results of operations or cash flows. Our results of operations for our snow removal services depend primarily on the level, timing and location of snowfall.
Additionally, when interest rates rise, there may be a decrease in the spending activities of our current and potential Development Services customers. Fluctuations in commercial real estate development markets could have an adverse effect on our business, financial position, results of operations or cash flows.
During a downturn in the commercial real estate development industry, customers may decrease their spending on landscape development services by generally reducing the size and complexity of their new landscaping development projects. Additionally, when interest rates rise, there may be a decrease in the spending activities of our current and potential Development Services customers.
Fluctuation and uncertainty in construction generally, or as relates to specific projects, often results in project delays which adversely impact our services and results of operations. Moreover, during a downturn in the commercial real estate development industry, customers may decrease their spending on landscape development services by generally reducing the size and complexity of their new landscaping development projects.
Any failure, or perceived failure, to meet evolving regulations and industry standards could have an adverse effect on our business, results of operations, financial condition, or stock price. 29 Table of Contents Our stock price may change significantly, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.
Any failure, or perceived failure, to meet evolving regulations and industry standards could have an adverse effect on our business, results of operations, financial condition, or stock price.
Beginning in 2024, the Inflation Reduction Act of 2022 (“IRA”) imposes a 15% minimum tax on global adjusted financial statement income for corporations with three-year average annual adjusted financial statement income exceeding $1 billion. The IRA also imposes a 1% excise tax on certain repurchases (including certain redemptions) of stock by publicly traded domestic corporations.
In recent years, the U.S. government has enacted significant tax legislation, including the Inflation Reduction Act of 2022 (“IRA”), which introduced a 15% corporate minimum tax on adjusted financial statement income for corporations with average annual income exceeding $1.0 billion, effective beginning in fiscal 2024.
While we do not believe the IRA will have a direct negative impact on our business, the effects of the measures are unknown at this time. Some of the equipment that our employees use is dangerous, and an increase in accidents resulting from the use of such equipment could negatively affect our reputation, results of operations and financial position.
Some of the equipment and vehicles that our employees use are dangerous, and an increase in accidents resulting from the use of such equipment and vehicles could negatively affect our reputation, results of operations and financial position. Many of the services that we provide pose the risk of serious personal injury to our employees.
In geographies that do not have a year-round growing season, the demand for our landscape maintenance services decreases during the winter months. Typically, our revenues and net income have been higher in the spring and summer seasons, which correspond with our third and fourth fiscal quarters.
The demand for our services and our results of operations are affected by the seasonal nature of our landscape maintenance services in certain regions. In geographies that do not have a year-round growing season, the demand for our landscape maintenance services decreases during the winter months.
In addition, our former employees may start landscape services businesses similar to ours and compete directly with us.
In addition, our former employees may start landscape services businesses similar to ours and compete directly with us. While our employees customarily sign non-competition agreements, such agreements do not fully protect us against competition from former employees and may not be enforceable depending on applicable law and/or circumstances.
Increased competition could materially and adversely affect our business, financial position, results of operations and cash flows. Seasonality affects the demand for our services and our results of operations and cash flows. The demand for our services and our results of operations are affected by the seasonal nature of our landscape maintenance services in certain regions.
Consequently, we cannot predict with certainty whether, if challenged, a court will enforce any particular non-competition agreement. Increased competition could materially and adversely affect our business, financial position, results of operations and cash flows. Seasonality affects the demand for our services and our results of operations and cash flows.
See Note 10 " Fair Value Measurements and Derivative Instruments" to our audited consolidated financial statements included in Part II. Item 8 of this Form 10-K. Our debt agreements contain restrictions that limit our flexibility in operating our business. The Credit Agreement imposes significant operating and financial restrictions.
See Note 10 " Fair Value Measurements and Derivative Instruments" to our audited consolidated financial statements included in Part II. Item 8 of this Form 10-K. We are subject to counterparty default risk. We have numerous arrangements with financial institutions that subject us to counterparty default risks, including cash and investment deposits, interest rate swap instruments and other derivative instruments.
If these labor organizing activities were successful, it could further increase labor costs, decrease operating efficiency and productivity in the future, or otherwise disrupt or negatively impact our operations. Moreover, certain of the collective bargaining agreements we participate in require periodic contributions to multiemployer defined benefit pension plans.
Moreover, certain of the collective bargaining agreements we participate in require periodic contributions to multiemployer defined benefit pension plans.
KKR and One Rock have the ability to exert significant influence over us and their interests may conflict with ours or yours in the future. As of September 30, 2024, the Affiliated Investors beneficially own approximately 58.7% of the combined voting power of our outstanding shares of preferred stock and common stock.
Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you. 26 Table of Contents KKR and One Rock have the ability to exert significant influence over us and their interests may conflict with ours or yours in the future.
Our common stock has traded on the New York Stock Exchange, under the symbol “BV,” since June 2018. Since then, our common stock has been relatively thinly traded and at times been subject to price volatility.
Our stock price may change significantly, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result. Our common stock has traded on the New York Stock Exchange, under the symbol “BV,” since June 2018.
Since the beginning of calendar year 2022, we have hired a new Chief Executive Officer and Chief Financial Officer, among other leadership changes. The failure to retain our executive officers and other key personnel or a failure to provide adequate succession plans could have an adverse impact.
From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives. The failure to retain our executive officers and other key personnel or a failure to provide adequate succession plans could have an adverse impact. The availability of highly qualified talent is limited, and the competition for talent is robust.
Enforceability of these non-competition agreements varies from state to state, and may depend on the relevant facts and circumstances, including the rules approved by the Federal Trade Commission banning non-competition agreements, which are currently unenforceable due to ongoing litigation. Consequently, we cannot predict with certainty whether, if challenged, a court will enforce any particular non-competition agreement.
The Federal Trade Commission previously approved rules banning non-competition agreements, which were later vacated. Although this rule banning non-competition agreements has been vacated, we cannot predict with certainty whether, if challenged, a court will enforce any particular non-competition agreement or if future rulemaking in this area will occur.
However, there can be no assurance that these regions will receive seasonal snowfalls near their historical average in the future. Variability in the frequency and timing of snowfalls creates challenges associated with budgeting and forecasting for the Maintenance Services segment.
In the past ten-, fifteen- and thirty-year 19 Table of Contents periods, the regions that we service have averaged 2,326 inches, 2,565 inches, and 2,688 inches of annual snowfall, respectively. However, there can be no assurance that these regions will receive seasonal snowfalls near their historical average in the future.
A future impairment, if any, could have a material adverse effect to our financial position or results of operations. See Note 7 "Intangible Assets, Goodwill, Acquisitions, and Divestitures” to our audited consolidated financial statements included in Part II.
A future impairment, if any, could have a material adverse effect to our financial position or results of operations. For example, the fair value of our Maintenance reporting unit exceeded the carrying value by 15.4%.
Removed
While our employees customarily sign non-competition agreements, such agreements do not fully protect us against competition from former employees and may not be enforceable depending on applicable law and/or circumstances, including the rules approved by the Federal Trade Commission banning non-competition agreements, which at the time of the filing of this Form 10-K are unenforceable due to ongoing litigation.
Added
If management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, we may not be able to realize anticipated benefits and revenue opportunities resulting from acquisitions and our business could suffer.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Such cybersecurity incidents are also reported to the Audit Committee. The Company’s Data Governance Committee has oversight of that how the Company's data is handled and shared with third parties and is comprised of the Company’s Chief Information Officer, Chief Legal Officer, Chief Human Resources, Chief Accounting Officer, Senior Vice President of Business Shared Services and Chief Audit Executive.
Such cybersecurity incidents are also reported to the Audit Committee. The Company’s Data Governance Committee has oversight of that how the Company's data is handled and shared with third parties and is comprised of the Company’s Chief Technology Officer, Chief Legal Officer, Chief Human Resources Officer, Chief Accounting Officer, Vice President of Business Shared Services and Chief Audit Executive.
The Chief Legal Officer acts as the Company’s Data Breach Coordinator and leads our Cyber Crisis and Data Breach Response Committee (the “Committee”) which consists of the Company’s Chief Information Officer, Chief Financial Officer and Chief Accounting Officer.
The Chief Legal Officer acts as the Company’s Data Breach Coordinator and leads our Cyber Crisis and Data Breach Response Committee (the “Committee”) which consists of the Company’s Chief Technology Officer, Chief Financial Officer and Chief Accounting Officer.
The Company’s Chief Information Officer has been serving in this role for the Company since 2013 and has over 30 years of experience in various information security and related technology roles. The Chief Information Officer oversees the information technology and information security functions of the Company which includes our cyber risk management team.
The Company’s Chief Technology Officer has been serving in this role for the Company since March 2025 and has over 30 years of experience in various information security and related technology roles . The Chief Technology Officer oversees the information technology and information security functions of the Company which includes our cyber risk management team.
The Audit committee receives periodic updates from experienced senior management of the Company's cyber risk management team knowledgeable about assessing and managing cyber risks, including, as appropriate, updates on the prevention, detection, mitigation, and remediation of cyber incidents.
The Audit Committee receives periodic updates from experienced senior management of the Company's cyber risk management team knowledgeable about assessing and managing cyber risks, including, as appropriate, updates on the prevention, detection, m itigation, and remediation of cyber incidents.
Item 1C. Cybersecurity Risk Management and Strategy We recognize the critic al importance of effective cyber risk management and response strategies in today’s digital landscape.
Item 1C. Cybersecurity Risk Management and Strategy We recognize the critical importance of effective cyber risk management and response strategies in today’s digital landscape.

Item 2. Properties

Properties — owned and leased real estate

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Our branches are strategically located to optimize route efficiency, market coverage and branch overhead. The following chart identifies the number of owned and leased facilities, other than our headquarters listed above, used by each of our operating segments as of September 30, 2024.
Our branches are strategically located to optimize route efficiency, market coverage and branch overhead. The following chart identifies the number of owned and leased facilities, other than our headquarters listed above, used by each of our operating segments as of September 30, 2025.
Segment (1) Owned Facilities Leased Facilities Maintenance Services 31 219 Development Services 3 14 Corporate - 1 Total 34 234 (1) 25 facilities are shared between our Maintenance Services and Development Services segments and each facility is counted once, in the Maintenance Services segment, to avoid double counting.
Segment (1) Owned Facilities Leased Facilities Maintenance Services 31 209 Development Services 3 12 Corporate — 1 Total 34 222 (1) 19 facilities are shared between our Maintenance Services and Development Services segments and each facility is counted once, in the Maintenance Services segment, to avoid double counting. The Company leases 11 of our shared facilities and owns 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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As of September 30, 2024 there were 241 holders of record of our common stock. This stockholder figure does not include a substantially greater number of holders whose shares are held of record by banks, brokers, and other financial institutions. Common Share Dividend Policy We do not intend to pay cash dividends on our common stock in the foreseeable future.
As of September 30, 2025 there were 211 holders of record of our common stock. This stockholder figure does not include a substantially greater number of holders whose shares are held of record by banks, brokers, and other financial institutions. Common Share Dividend Policy We do not intend to pay cash dividends on our common stock in the foreseeable future.
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock. Item 6. [Reserved ]
The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock. 34 Table of Contents Item 6. [Reserved ]
We did not declare or pay dividends to the holders of our common stock in the fiscal year ended September 30, 2024. Unregistered Sales of Equity Securities None. Company Repurchases of Equity Securities None.
We did not declare or pay dividends to the holders of our common stock in the fiscal year ended September 30, 2025. Unregistered Sales of Equity Securities None.
Stock Performance Graph This performance graph shall not be deemed “soliciting material” or “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act. 33 Table of Contents The graph below presents the Company’s cumulative total stockholder returns relative to the performance of the Russell 2000 (“R2000”) Index and the Russell 2500 Waste & Disposal Services (“R2500 Services”) Index from September 30, 2019 through September 30, 2024.
Stock Performance Graph This performance graph shall not be deemed “soliciting material” or “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act.
Added
Company Repurchases of Equity Securities The following table provides information about the Company's share repurchase activity during the fourth fiscal quarter of 2025. 33 Table of Contents Period (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (d) Approximate dollar value of shares that may yet be purchased under the plans or programs (1) July 1, 2025 - July 31, 2025 130,891 15.28 130,891 $ 89,327,909 August 1, 2025 - August 31, 2025 130,276 15.35 130,276 $ 87,327,917 September 1, 2025 - September 30, 2025 251,996 13.89 251,996 $ 83,827,932 Total 513,163 $ 14.62 513,163 $ 83,827,932 (1) On March 13, 2025, the Company announced a share repurchase program allowing us to repurchase up to $100 million of common stock.
Added
On November 19, 2025 the Company announced an increase in the share repurchase program increasing the authorized amount of repurchases to $150 million of common stock.
Added
Under the share repurchase program, any repurchases will be made at management's discretion and may be through a variety of methods, such as open-market transactions (including pre-set trading plans), accelerated share repurchases, and other transactions in accordance with applicable securities laws. The Company anticipates repurchase activities to occur over an extended period of time. The program has no time limit.
Added
The share repurchase authorization does not obligate the Company to acquire any particular amount of common stock and can be discontinued at any time.
Added
The graph below presents the Company’s cumulative total stockholder returns relative to the performance of the Russell 2000 (“R2000”) Index and the Russell 2500 Waste & Disposal Services (“R2500 Services”) Index from September 30, 2020 through September 30, 2025.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Item 6. [Reserved] 34 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 51 Item 8. Financial Statements and Supplementary Data 51 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 51 Item 9A. Controls and Procedures 52
Item 6. [Reserved] 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 51 Item 8. Financial Statements and Supplementary Data 51 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 51 Item 9A. Controls and Procedures 52 Item 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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When our use of subcontractors increases, we may experience incrementally higher costs of services provided. Operating equipment and vehicle costs primarily consist of depreciation related to branch operating equipment and vehicles and related fuel expenses. A large component of our costs are variable, such as labor, subcontractor expense and materials.
When our use of subcontractors increases, we may experience incrementally higher costs of services provided. Operating equipment and vehicle costs primarily consist of depreciation related to branch operating equipment and vehicles and related fuel expenses. A large component of our costs are variable, such as labor, subcontractor expense, fuel and materials.
In addition to our GAAP financial measures, we review various non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share (“Adjusted EPS”), and Free Cash Flow.
In addition to our GAAP financial measures, we review various non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Earnings per Share (“Adjusted EPS”), and Adjusted Free Cash Flow.
Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Free Cash Flow to supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures.
Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Adjusted Free Cash Flow to supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures.
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Free Cash Flow have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Adjusted Free Cash Flow have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP.
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.
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.
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 our recurring fixed fee landscape maintenance and snow removal services are recorded under the series guidance.
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 our recurring fixed fee landscape maintenance and snow removal services are recorded under the series guidance.
The right to invoice practical expedient, defined within Note 2 "Summary of Significant Accounting Policies" to our audited consolidated financial statements, 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.
The right to invoice practical expedient, defined within Note 2 "Summary of Significant Accounting Policies" to our audited consolidated financial statements, 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.
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.
Free Cash Flow has limitations as an analytical tool, including that it does not account for our future contractual commitments and excludes investments made to acquire assets under finance leases and required debt service payments.
Adjusted Free Cash Flow has limitations as an analytical tool, including that it does not account for our future contractual commitments and excludes investments made to acquire assets under finance leases and required debt service payments.
We believe Free Cash Flow is a helpful supplemental measure to assist us and investors in evaluating our liquidity. Free Cash Flow represents cash flows from operating activities less capital expenditures, net of proceeds from sales of property and equipment.
We believe Adjusted Free Cash Flow is a helpful supplemental measure to assist us and investors in evaluating our liquidity. Adjusted Free Cash Flow represents cash flows from operating activities less capital expenditures, net of proceeds from sales of property and equipment.
Free Cash Flow is provided in addition to, and should not be considered as an alternative to, cash flow from operating activities or any other measure derived in accordance with GAAP as a measure of our liquidity.
Adjusted Free Cash Flow is provided in addition to, and should not be considered as an alternative to, cash flow from operating activities or any other measure derived in accordance with GAAP as a measure of our liquidity.
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.
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.
Since the Maintenance reporting unit fair value did not substantially exceed the carrying value we may be at risk for an impairment loss in the future if forecasted trends assumed in the fair value calculation are not realized. As of September 30, 2024, there was $1,797.7 million of goodwill recorded related to the Maintenance reporting unit.
Since the Maintenance reporting unit fair value did not substantially exceed the carrying value we may be at risk for an impairment loss in the future if forecasted trends assumed in the fair value calculation are not realized. As of September 30, 2025, there was $1,797.7 million of goodwill recorded related to the Maintenance reporting unit.
We believe Free Cash Flow is useful to provide additional information to assess our ability to pursue business opportunities and investments and to service our debt.
We believe Adjusted Free Cash Flow is useful to provide additional information to assess our ability to pursue business opportunities and investments and to service our debt.
Maintenance Services Our Maintenance Services segment delivers a full suite of recurring commercial landscaping services in both evergreen and seasonal markets, ranging from mowing, gardening, mulching and snow removal, to more horticulturally advanced services, such as water management, irrigation maintenance, tree care, golf course maintenance and specialty turf maintenance.
Maintenance Services Our Maintenance Services segment delivers a full suite of recurring commercial landscaping services in both evergreen and seasonal markets, ranging from mowing, gardening, mulching and snow removal, to more horticulturally advanced services, such as water management, irrigation maintenance, tree care and golf course maintenance.
In addition, we believe that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.
In addition, we believe that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Adjusted Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, 37 Table of Contents many of which also present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted EPS and Adjusted Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity.
We believe the quality of our work is also well-regarded by our end-customers, some of whom directly request that their general contractors utilize our services when outsourcing their landscape development projects. 35 Table of Contents Components of Our Revenues and Expenses Net Service Revenues Maintenance Services Our Maintenance Services revenues are generated primarily through landscape maintenance services and snow removal services.
We believe the quality of our work is also well-regarded by our end-customers, some of whom directly request that their general contractors utilize our services when outsourcing their landscape development projects. Components of Our Revenues and Expenses Net Service Revenues Maintenance Services Our Maintenance Services revenues are generated primarily through landscape maintenance services and snow removal services.
(f) 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 an increase or decrease in income tax.
(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 an increase or decrease in income tax.
The increase in Free Cash Flow was due to an increase in net cash provided by operating activities offset by an increase in cash used for capital expenditures, each as described above.
The decrease in Adjusted Free Cash Flow was due to an increase in net cash provided by operating activities offset by an increase in cash used for capital expenditures, each as described above.
As of September 30, 2024 , September 30, 2023, and September 30, 2022, we were in compliance with all of our debt covenants and no event of default had occurred or was ongoing.
As of September 30, 2025 , September 30, 2024, and September 30, 2023, we were in compliance with all of our debt covenants and no event of default had occurred or was ongoing.
Description of Indebtedness Series B Term Loan due 2029 On April 22, 2022, the Company entered into Amendment No. 6 to the Credit Agreement (the “Amendment Agreement”), which amended the existing Credit Agreement to provide for: (i) a $1,200.0 million seven-year term loan (the “Series B Term Loan”) and (ii) a $300.0 million five-year revolving credit facility (the “Revolving Credit Facility”).
Description of Indebtedness Series B Term Loan due 2029 On April 22, 2022, the Company entered into the Amendment Agreement, which amended the existing Credit Agreement to provide for: (i) a $1,200.0 million seven-year term loan (the “Series B Term Loan”) and (ii) a $300.0 million five-year revolving credit facility (the “Revolving Credit Facility”).
The value of residual goodwill is not amortized, but is tested at least annually for impairment as described in the following note. 47 Table of Contents Goodwill Goodwill represents the excess of the purchase price over the fair values of the underlying net assets acquired in an acquisition.
The value of residual goodwill is not amortized, but is tested at least annually for impairment as described in the following note. Goodwill Goodwill represents the excess of the purchase price over the fair values of the underlying net assets acquired in an acquisition.
The excess cash flow calculation did not result in any required payment due for the periods ended September 30, 2024, September 30, 2023, and September 30, 2022.
The excess cash flow calculation did not result in any required payment due for the periods ended September 30, 2025, September 30, 2024, and September 30, 2023.
We may elect not to perform the qualitative assessment for some or all reporting units and perform the quantitative impairment test. The quantitative goodwill impairment test requires us to compare the carrying value of the reporting unit’s net assets to the fair value of the reporting unit.
We may elect not to perform the 47 Table of Contents qualitative assessment for some or all reporting units and perform the quantitative impairment test. The quantitative goodwill impairment test requires us to compare the carrying value of the reporting unit’s net assets to the fair value of the reporting unit.
The discussion around results of operations for the fiscal year ended September 30, 2023 and a comparison of our results for the fiscal years ended September 30, 2023 and 2022 is included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for fiscal year ended September 30, 2023, filed with the SEC on November 16, 2023 and is incorporated by reference herein ( Fiscal Year Ended September 30, 2023 10-K ).
The discussion around results of operations for the fiscal year ended September 30, 2023 and a comparison of our results for the fiscal years ended September 30, 2024 and 2023 is included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for fiscal year ended September 30, 2024, filed with the SEC on November 13, 2024 and is incorporated by reference herein ( Fiscal Year Ended September 30, 2024 10-K ).
This section of this Form 10-K generally discusses the fiscal years ended September 30, 2024 and 2023 and year to year comparisons between the fiscal years ended September 30, 2024 and 2023.
This section of this Form 10-K generally discusses the fiscal years ended September 30, 2025 and 2024 and year to year comparisons between the fiscal years ended September 30, 2025 and 2024.
Under the Eighth Credit Agreement Amendment, the existing Series B Term Loans were amended to bear interest at a rate per annum based on Term SOFR, plus a margin of 2.50% or ABR plus a margin of 1.50%, subject to SOFR and ABR floors of 0.50% and 1.50%, respectively. 45 Table of Contents There were no debt repayments on the Series B Term Loan for the fiscal year ended September 30, 2024.
Under the Ninth Credit Agreement Amendment, the existing Series B Term Loans were amended to bear interest at a rate per annum based on Term SOFR, plus a margin of 2.00% or ABR plus a margin of 1.00%, subject to SOFR and ABR floors of 0.50% and 1.50%, respectively. 45 Table of Contents There were no debt repayments on the Series B Term Loan for the fiscal years ended September 30, 2025 and September 30, 2024.
Income Tax Expense Income tax expense includes U.S. federal, state and local income taxes. Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, tax credits and certain nondeductible expenses.
Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, tax credits and certain nondeductible expenses.
The Revolving Credit Facility replaced the previous $260.0 million revolving credit facility under the Credit Agreement. The Company had no outstanding balance under the Revolving Credit Facility as of September 30, 2024 and September 30, 2023. There were no borrowings or repayments under the facility during the year ended September 30, 2024.
The Revolving Credit Facility replaced the previous $260.0 million revolving credit facility under the Credit Agreement. The Company had no outstanding balance under the Revolving Credit Facility as of September 30, 2025 and September 30, 2024. There were no borrowings or repayments under the facility during the years ended September 30, 2025 and September 2024.
Specific services include project design and management services, landscape architecture, landscape installation, irrigation installation, tree moving and installation, pool and water features and sports field services, among others.
Specific services include project design and management services, landscape architecture, landscape installation, irrigation installation, tree moving and installation, pool and water features, sports field services and specialty turf maintenance, among others.
(e) Represents losses on the extinguishment of debt related to Amendments No. 8 and No. 7 to the Credit Agreement, in the fiscal years ended September 30, 2024 and 2023 respectively, and includes accelerated amortization of deferred financing fees and original issue discount as well as fees paid to lenders and third parties.
(d) Represents losses on the extinguishment of debt related to Amendments No. 9 and No. 8 to the Credit Agreement, in the fiscal years ended September 30, 2025 and 2024 respectively, and includes accelerated amortization of deferred financing fees and original issue discount as well as fees paid to lenders and third parties.
The Seventh Credit Agreement Amendment (i) amends the definition of “Permitted Holders” to include Birch Equity Holdings, LP, a Delaware limited partnership, Birch-OR Equity Holdings, LLC, a Delaware limited liability company and One Rock Capital Partners, LLC and (ii) provides for a 1.00% prepayment premium for voluntary prepayments made in connection with repricing transactions or amendments made where the primary purpose of which is to decrease the effective yield, and which shall be applicable until six months after entering into the Seventh Credit Agreement Amendment.
The Seventh Credit Agreement Amendment (i) amends the definition of “Permitted Holders” to include Birch Equity Holdings, LP, a Delaware limited partnership, Birch-OR Equity Holdings, LLC, a Delaware limited liability company and One Rock Capital Partners, LLC and (ii) provides for a 1.00% prepayment premium for voluntary prepayments made in connection with repricing transactions or amendments made where the primary purpose of which is to decrease the effective yield.
The weighted average interest rate on the amounts borrowed under the Receivables Financing Agreement was 6.7% and 6.3% for the years ended September 30, 2024 and September 30, 2023, respectively.
The weighted average interest rate on the amounts borrowed under the Receivables Financing Agreement was 5.6% and 6.7% for the years ended September 30, 2025 and September 30, 2024, respectively.
Based on our most recent annual analysis as of July 1, 2024, the fair values for both of our reporting units exceeded the carrying values, and therefore no indicators of impairment existed for those reporting units; however, the fair value of the Maintenance reporting unit exceeded the carrying value by 9.6%.
Based on our most recent annual analysis as of July 1, 2025, the fair values for both of our reporting units exceeded the carrying values, and therefore no indicators of impairment existed for those reporting units; however, the fair value of the Maintenance reporting unit exceeded the carrying value by 15.4%.
Year Ended September 30, (in millions) 2024 2023 Severance and related costs (g) $ 16.6 $ 8.9 Business integration (h) (0.4 ) 6.2 IT infrastructure, transformation, and other (i) 27.9 8.6 Business transformation and integration costs $ 44.1 $ 23.7 42 Table of Contents (b) Represents the realized gain on sale and transaction related expenses from the divestiture of U.S.
Year Ended September 30, (in millions) 2025 2024 Severance and related costs $ (0.4 ) $ 16.6 Business integration (f) 0.8 (0.4 ) IT infrastructure, transformation, and other (g) 25.7 27.9 Business transformation and integration costs $ 26.1 $ 44.1 42 Table of Contents (b) Represents the realized gain on sale and transaction related expenses from the divestiture of U.S.
(in millions) September 30, 2024 September 30, 2023 Cash and cash equivalents $ 140.4 $ 67.0 Long-term debt $ 802.5 $ 888.1 Total debt $ 802.5 $ 888.1 43 Table of Contents The Company is party to the Credit Agreement, a five-year revolving credit facility that, pursuant to the Amendment Agreement, currently matures on April 22, 2027 (the “Revolving Credit Facility”) and, through a wholly-owned subsidiary, a receivables financing agreement dated April 28, 2017 (as amended, the “Receivables Financing Agreement”).
(in millions) September 30, 2025 September 30, 2024 Cash and cash equivalents $ 74.5 $ 140.4 Long-term debt $ 790.2 $ 802.5 Total debt $ 790.2 $ 802.5 The Company is party to the Credit Agreement, a five-year revolving credit facility that, pursuant to Amendment No. 6 to the Credit Agreement, dated April 22, 2022 (the "Amendment Agreement"), matures on April 22, 2027 (the “Revolving Credit Facility”) 43 Table of Contents and, through a wholly-owned subsidiary, a receivables financing agreement dated April 28, 2017 (as amended, the “Receivables Financing Agreement”).
The lower level of activity in seasonal markets during our first and second fiscal quarters is partially offset by revenue from our snow removal services. Such seasonality causes our results of operations to vary from quarter to quarter.
The lower level of activity in seasonal markets during our first and second fiscal quarters is partially offset by revenue from our snow removal services. Such seasonality causes our results of operations to vary from quarter to quarter. One BrightView Initiative In fiscal year 2024, the Company launched its One BrightView initiative.
The change in income tax expense is primarily attributable to the change in the Company’s pretax income of $96.5 million in the current period compared to pretax loss of $3.1 million in the 2023 period.
The change in income tax expense is primarily attributable to the change in the Company’s pretax income of $81.3 million in the current period compared to pretax income of $96.5 million in the 2024 period.
Cash Flows Information about our cash flows, by category, is presented in our Consolidated Statements of Cash Flows and is summarized below: Year Ended September 30, (in millions) 2024 2023 Operating activities $ 205.6 $ 129.9 Investing activities $ (5.6 ) $ (61.4 ) Financing activities $ (126.6 ) $ (21.6 ) Free Cash Flow (1) $ 145.3 $ 80.2 (1) See “Non-GAAP Financial Measures” above for a reconciliation to the most directly comparable GAAP measure.
Cash Flows Information about our cash flows, by category, is presented in our Consolidated Statements of Cash Flows and is summarized below: Year Ended September 30, (in millions) 2025 2024 Operating activities $ 291.8 $ 205.6 Investing activities $ (223.9 ) $ (5.6 ) Financing activities $ (133.8 ) $ (126.6 ) Adjusted Free Cash Flow (1) $ 65.2 $ 145.3 (1) See “Non-GAAP Financial Measures” above for a reconciliation to the most directly comparable GAAP measure.
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 year ended September 30, 2024, the Company borrowed $0.5 million against the capacity and voluntarily repaid $87.3 million.
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 year ended September 30, 2025, the Company borrowed $14.5 million against the capacity and voluntarily repaid $29.1 million.
Revenue is recognized based upon the service provided and the contract terms and is reported net of discounts and applicable sales taxes. 48 Table of Contents Maintenance Services Our Maintenance Services revenues are generated primarily through landscape maintenance services and snow removal services.
Net Service Revenues We perform landscape maintenance and enhancement services, development services, other landscape services and snow removal services. Revenue is recognized based upon the service provided and the contract terms and is reported net of discounts and applicable sales taxes. Maintenance Services Our Maintenance Services revenues are generated primarily through landscape maintenance services and snow removal services.
(i) 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.
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.
Corporate expenses, including corporate executive compensation, finance, legal and information technology, are included in consolidated selling, general and administrative expense and not allocated to the business segments. Gain on divestiture Gain on divestiture consists of the realized gain on sale and transaction related expenses from the divestiture of U.S. Lawns on January 12, 2024.
Corporate expenses, including corporate executive compensation, finance, legal and information technology, are included in consolidated selling, general and administrative expense. Gain on divestiture Gain on divestiture consists of the realized gain on sale and transaction related expenses from the divestiture of U.S.
In addition, we carry 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.
Risk Management and Insurance We carry general liability, auto liability, workers’ compensation and employee health care insurance policies. In addition, we carry 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.
Year Ended September 30, (in millions) 2024 2023 Adjusted EBITDA Net income (loss) $ 66.4 $ (7.7 ) Plus: Interest expense, net 62.4 97.4 Income tax expense 30.1 4.6 Depreciation expense 108.4 105.2 Amortization expense 35.8 44.5 Business transformation and integration costs (a) 44.1 23.7 Gain on divestiture (b) (43.6 ) — Equity-based compensation (c) 20.5 22.3 COVID-19 related expenses (d) — 0.4 Debt extinguishment (e) 0.6 8.3 Adjusted EBITDA $ 324.7 $ 298.7 Adjusted Net Income Net income (loss) $ 66.4 $ (7.7 ) Plus: Amortization expense 35.8 44.5 Business transformation and integration costs (a) 44.1 23.7 Gain on divestiture (b) (43.6 ) — Equity-based compensation (c) 20.5 22.3 COVID-19 related expenses (d) — 0.4 Debt extinguishment (e) 0.6 8.3 Income tax adjustment (f) (10.7 ) (30.1 ) Adjusted Net Income $ 113.1 $ 61.4 Free Cash Flow Cash flows provided by operating activities $ 205.6 $ 129.9 Minus: Capital expenditures 78.4 71.3 Plus: Proceeds from sale of property and equipment 18.1 21.6 Free Cash Flow $ 145.3 $ 80.2 (a) Business transformation and integration costs consist of (i) severance and related costs; (ii) business integration costs and (iii) information technology infrastructure, transformation and other costs.
Year Ended September 30, (in millions) 2025 2024 Adjusted EBITDA Net income $ 56.0 $ 66.4 Plus: Interest expense, net 53.7 $ 62.4 Income tax expense 25.3 $ 30.1 Depreciation expense 142.2 $ 108.4 Amortization expense 29.3 $ 35.8 Business transformation and integration costs (a) 26.1 $ 44.1 Gain on divestiture (b) — $ (43.6 ) Equity-based compensation (c) 19.0 $ 20.5 Debt extinguishment (d) 0.7 $ 0.6 Adjusted EBITDA $ 352.3 $ 324.7 Adjusted Net Income Net income $ 56.0 $ 66.4 Plus: Amortization expense 29.3 35.8 Business transformation and integration costs (a) 26.1 44.1 Gain on divestiture (b) — (43.6 ) Equity-based compensation (c) 19.0 20.5 Debt extinguishment (d) 0.7 0.6 Income tax adjustment (e) (17.9 ) (10.7 ) Adjusted Net Income $ 113.2 $ 113.1 Adjusted Free Cash Flow Cash flows provided by operating activities $ 291.8 $ 205.6 Minus: Capital expenditures 254.2 78.4 Plus: Proceeds from sale of property and equipment 27.6 18.1 Adjusted Free Cash Flow $ 65.2 $ 145.3 (a) Business transformation and integration costs consist of (i) severance and related costs; (ii) business integration costs and (iii) information technology infrastructure, transformation and other costs.
Adjusted Net Income Adjusted Net Income for the fiscal year ended September 30, 2024 increased $51.7 million to $113.1 million, from $61.4 million in the 2023 period due to the changes noted above. 40 Table of Contents Segment Results We classify our business into two segments: Maintenance Services and Development Services.
Adjusted Net Income Adjusted Net Income for the fiscal year ended September 30, 2025 increased $0.1 million to $113.2 million, from $113.1 million in the 2024 period due to the changes noted above. Segment Results We classify our business into two segments: Maintenance Services and Development Services.
As we move forward, we will selectively pursue accretive acquisitions that will focus on increasing market density to build upon our existing footprint in strategic markets, entering new attractive geographies (i.e. ‘greenfield’), and increasing service line density and entering adjacent service lines to provide a robust and consistent suite of services to our customers.
These acquisitions focused on increasing our density and leadership positions in existing local markets, entering into attractive new geographic markets and expanding our portfolio of landscape enhancement services and improving technical capabilities in specialized services. 38 Table of Contents As we move forward, we will selectively pursue accretive acquisitions that will focus on increasing market density to build upon our existing footprint in strategic markets, entering new attractive geographies (i.e. ‘greenfield’), and increasing service line density and entering adjacent service lines to provide a robust and consistent suite of services to our customers.
As a percentage of revenue, selling, general and administrative expense decreased 110 basis points for the fiscal year ended September 30, 2024 to 17.9%, from 19.0% in the 2023 period. The decrease was driven primarily by decreases in compensation-related costs as a result of cost cutting measures partially offset by the increase in business transformation and integration costs.
As a percentage of revenue, selling, general and administrative expense decreased 80 basis points for the fiscal year ended September 30, 2025 to 17.1%, from 17.9% in the 2024 period. The decrease was driven primarily by decreases in compensation-related costs as a result of the Company's cost management initiatives combined with a decrease in business transformation and integration costs.
The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements and disclosures.
The Company adopted the guidance in the first quarter of fiscal 2022. The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements and disclosures.
The decrease was principally due the decrease in the amortization of intangible assets, based on the pattern consistent with expected future cash flows calculated at the time the assets were acquired. Other (Income) Expense Other income was $2.0 million for the fiscal year ended September 30, 2024 compared to other expense of $6.7 million in the 2023 period.
Amortization Expense Amortization expense for the fiscal year ended September 30, 2025 decreased $6.5 million, or 18.2%, to $29.3 million, from $35.8 million in the 2024 period. The decrease was principally due the decrease in the amortization of intangible assets, based on the pattern consistent with expected future cash flows calculated at the time the assets were acquired.
Maintenance Services Segment Results Year Ended September 30, Percent Change (in millions) 2024 2023 2024 vs. 2023 Net Service Revenues $ 1,964.0 $ 2,066.5 (5.0 )% Segment Adjusted EBITDA $ 279.7 $ 277.9 0.6 % Segment Adjusted EBITDA Margin 14.2 % 13.4 % 80 bps Maintenance Services Net Service Revenues Maintenance Services net service revenues for the fiscal year ended September 30, 2024 decreased by $102.5 million, or 5.0%, compared to the 2023 period.
Maintenance Services Segment Results Year Ended September 30, Percent Change (in millions) 2025 2024 2025 vs. 2024 Net Service Revenues $ 1,891.3 $ 1,964.0 (3.7 )% Segment Adjusted EBITDA $ 245.5 $ 236.2 3.9 % Segment Adjusted EBITDA Margin 13.0 % 12.0 % 100 bps Maintenance Services Net Service Revenues Maintenance Services net service revenues for the fiscal year ended September 30, 2025 decreased by $72.7 million, or 3.7%, compared to the 2024 period.
Year Ended September 30, (in millions) 2024 2023 Net service revenues $ 2,767.1 $ 2,816.0 Cost of services provided 2,121.5 2,137.1 Gross profit 645.6 678.9 Selling, general and administrative expense 496.5 533.4 Gain on divestiture (43.6 ) - Amortization expense 35.8 44.5 Income from operations 156.9 101.0 Other (income) expense (2.0 ) 6.7 Interest expense, net 62.4 97.4 Income (loss) before income taxes 96.5 (3.1 ) Income tax expense 30.1 4.6 Net income (loss) $ 66.4 $ (7.7 ) Basic earnings (loss) per share $ 0.21 $ (0.12 ) Adjusted EBITDA (1) $ 324.7 $ 298.7 Adjusted Net Income (1) $ 113.1 $ 61.4 Cash flows from operating activities $ 205.6 $ 129.9 Free Cash Flow (1) $ 145.3 $ 80.2 (1) See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable GAAP measure.
Year Ended September 30, (in millions) 2025 2024 Net service revenues $ 2,672.8 $ 2,767.1 Cost of services provided 2,051.1 2,121.5 Gross profit 621.7 645.6 Selling, general and administrative expense 457.8 496.5 Gain on divestiture — (43.6 ) Amortization expense 29.3 35.8 Income from operations 134.6 156.9 Other (income) expense (0.4 ) (2.0 ) Interest expense, net 53.7 62.4 Income before income taxes 81.3 96.5 Income tax expense 25.3 30.1 Net income $ 56.0 $ 66.4 Basic earnings per share $ 0.13 $ 0.21 Adjusted EBITDA (1) $ 352.3 $ 324.7 Adjusted Net Income (1) $ 113.2 $ 113.1 Cash flows from operating activities $ 291.8 $ 205.6 Adjusted Free Cash Flow (1) $ 65.2 $ 145.3 (1) See “Non-GAAP Financial Measures” below for a reconciliation to the most directly comparable GAAP measure. 39 Table of Contents Fiscal Year Ended September 30, 2025 compared to Fiscal Year Ended September 30, 2024 Net Service Revenues Net service revenues for the fiscal year ended September 30, 2025 decreased $94.3 million, or 3.4%, to $2,672.8 million, from $2,767.1 million in the 2024 period.
Development Services Segment Results Year Ended September 30, Percent Change (in millions) 2024 2023 2024 vs. 2023 Net Service Revenues $ 808.8 $ 758.0 6.7 % Segment Adjusted EBITDA $ 106.3 $ 82.8 28.4 % Segment Adjusted EBITDA Margin 13.1 % 10.9 % 220 bps Development Services Net Service Revenues Development Services net service revenues for the fiscal year ended September 30, 2024 increased $50.8 million, or 6.7%, compared to the 2023 period.
Development Services Segment Results Year Ended September 30, Percent Change (in millions) 2025 2024 2025 vs. 2024 Net Service Revenues $ 789.1 $ 808.8 (2.4 )% Segment Adjusted EBITDA $ 106.8 $ 88.5 20.6 % Segment Adjusted EBITDA Margin 13.5 % 10.9 % 260 bps Development Services Net Service Revenues Development Services net service revenues for the fiscal year ended September 30, 2025 decreased $19.7 million, or 2.4%, compared to the 2024 period.
During the year ended September 30, 2023, the Company borrowed $549.5 million against the capacity and voluntarily repaid $554.5 million.
During the year ended September 30, 2024, the Company borrowed $0.5 million against the capacity and voluntarily repaid $87.3 million.
Income Tax Expense For the fiscal year ended September 30, 2024, income tax expense increased $25.5 million, or 554.3%, to $30.1 million, compared to $4.6 million in the 2023 period.
Income Tax Expense For the fiscal year ended September 30, 2025, income tax expense decreased $4.8 million, or 15.9%, to $25.3 million, compared to $30.1 million in the 2024 period.
We provide commercial landscaping services ranging from landscape maintenance and enhancements to tree care and landscape development. We operate through a differentiated and integrated national service model which systematically delivers services at the local level by combining our network of over 280 branches with a qualified service partner network.
We operate through a differentiated and integrated national service model which systematically delivers services at the local level by combining our network of over 265 branches with a qualified service partner network.
Net (Loss) Income For the fiscal year ended September 30, 2024, net income increased by $74.1 million, to a net income of $66.4 million, from net loss of $(7.7) million in the 2023 period. The increase in net income was primarily due to the changes noted above.
Net Income For the fiscal year ended September 30, 2025, net income decreased by $10.4 million, to a net income of $56.0 million, from $66.4 million in the 2024 period. The decrease in net income was primarily due to the changes noted above.
Dividends on Series A Convertible Preferred Shares For the fiscal year ended September 30, 2024, Dividends on Series A Convertible Preferred Shares were $35.7 million compared to $3.2 million in the 2023 period.
Dividends on Series A Convertible Preferred Shares For the fiscal year ended September 30, 2025, Dividends on Series A Convertible Preferred Shares were $35.8 million compared to $35.7 million in the 2024 period. Adjusted EBITDA Adjusted EBITDA increased $27.6 million for the fiscal year ended September 30, 2025, to $352.3 million, from $324.7 million in the 2024 period.
Working Capital (in millions) September 30, 2024 September 30, 2023 Net Working Capital: Current assets $ 780.1 $ 742.1 Less: Current liabilities 543.3 466.7 Net working capital $ 236.8 $ 275.4 Net working capital is defined as current assets less current liabilities.
Working Capital (in millions) September 30, 2025 September 30, 2024 Net Working Capital: Current assets $ 666.3 $ 780.1 Less: Current liabilities 514.5 543.3 Net working capital $ 151.8 $ 236.8 Net working capital is defined as current assets less current liabilities.
The decrease was driven by a decrease in Maintenance Services revenues of $102.5 million, partially offset by an increase in Development Services revenues of $50.8 million as discussed further below in Segment Results. Gross Profit Gross profit for the fiscal year ended September 30, 2024 decreased $33.3 million, or 4.9%, to $645.6 million, from $678.9 million in the 2023 period.
The decrease was driven by a decrease in Maintenance Services revenues of $72.7 million, combined with a decrease in Development Services revenues of $19.7 million as discussed further below in Segment Results. Gross Profit Gross profit for the fiscal year ended September 30, 2025 decreased $23.9 million, or 3.7%, to $621.7 million, from $645.6 million in the 2024 period.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
These purchase obligation amounts represent only those items for which we are contractually obligated as of September 30, 2025 . 46 Table of Contents Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Development Services Development Services revenue is 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.
Fees for enhancement services are typically billed as the services are performed. 48 Table of Contents Development Services Development Services revenue is 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 increase in Adjusted EBITDA was principally driven by an increase of $23.5 million, or 28.4% in Development Services Segment Adjusted EBITDA, and an increase of $1.8 million, or 0.6% in Maintenance Services Segment Adjusted EBITDA, as discussed further below in Segment Results.
The increase 40 Table of Contents in Adjusted EBITDA was principally driven by an increase of $18.3 million, or 20.6% in Development Services Segment Adjusted EBITDA, and an increase of $9.3 million, or 3.9% in Maintenance Services Segment Adjusted EBITDA, as discussed further below in Segment Results.
Risk Factors” and the “Special Note Regarding Forward-Looking Statements” sections of this Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. 34 Table of Contents Overview Our Company We are the largest provider of commercial landscaping services in the United States, with revenues approximately 5 times those of our next largest commercial landscaping competitor.
Risk Factors” and the “Special Note Regarding Forward-Looking Statements” sections of this Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Debt repayments for the Series B Term Loan totaled $459.0 million for the fiscal year ended September 30, 2023. In addition to scheduled payments, the Company is obligated to pay a percentage of excess cash flow, as defined in the Credit Agreement, as payments to principal. The percentage varies with the ratio of the Company’s debt to its cash flow.
In addition to scheduled payments, the Company is obligated to pay a percentage of excess cash flow, as defined in the Credit Agreement, as payments to principal. The percentage varies with the ratio of the Company’s debt to its cash flow.
As part of implementing these initiatives, we entered into a strategic sale of our non-core U.S. Lawns franchise business during the year ended September 30, 2024. On January 12, 2024, we completed the sale of our wholly owned subsidiary, U.S. Lawns, for total cash consideration of $51.0 million.
Lawns franchise business during the year ended September 30, 2024. On January 12, 2024, we completed the sale of our wholly owned subsidiary, U.S. Lawns, for total cash consideration of $51.0 million. The transaction resulted in a gain of $43.6 million for the year ended September 30, 2024, which we reinvested back into the Company.
Our development services are comprised of sophisticated design, coordination and installation of landscapes at some of the most recognizable corporate, athletic and university complexes and showcase highly visible work that is paramount to our customers’ perception of our brand as a market leader.
Our development services are comprised of sophisticated design, coordination and installation of landscapes at some of the most recognizable corporate, athletic and university complexes and showcase highly visible work that is paramount to our customers’ perception of our brand as a market leader. 35 Table of Contents In our Development Services business, we are typically hired by general contractors with whom we maintain strong relationships as a result of our superior technical and project management capabilities.
The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were primarily driven by the increase in revenues described above. 41 Table of Contents Non-GAAP Financial Measures Set forth below are the reconciliations of net income to Adjusted EBITDA and Adjusted Net Income and cash flows from operating activities to Free Cash Flow.
Non-GAAP Financial Measures Set forth below are the reconciliations of net income to Adjusted EBITDA and Adjusted Net Income and cash flows from operating activities to Adjusted Free Cash Flow.
Interest Expense Net Interest expense, net consists primarily of interest expense related primarily to our long term debt as well as interest income related to our cash and cash equivalents. See Note 9 "Long-term Debt" to our audited consolidated financial statements included in Part II. Item 8 of this Form 10-K.
See Note 9 "Long-term Debt" to our audited consolidated financial statements included in Part II. Item 8 of this Form 10-K. Income Tax Expense Income tax expense includes U.S. federal, state and local income taxes.
We evaluate the performance of our segments on Net Service Revenues, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin (Segment Adjusted EBITDA as a percentage of Net Service Revenues). Segment Adjusted EBITDA is indicative of operational performance and ongoing profitability. Our management closely monitors Segment Adjusted EBITDA to evaluate past performance and identify actions required to improve profitability.
Our corporate operations are allocated to the segments on a pro rata basis, based on segment revenue. We evaluate the performance of our segments on Net Service Revenues, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin (Segment Adjusted EBITDA as a percentage of Net Service Revenues). Segment Adjusted EBITDA is indicative of operational performance and ongoing profitability.
Judgment is also required in assessing the timing and amounts of deductible and taxable items. We may establish contingency reserves for material, known tax exposures relating to deductions, transactions, and other matters involving some uncertainty as to the proper tax treatment of the item.
We may establish contingency reserves for material, known tax exposures relating to deductions, transactions, and other matters involving some uncertainty as to the proper tax treatment of the item. Such reserves reflect our judgment as to the resolution of the issues involved if subject to judicial review.
While we believe that our reserves are adequate to cover reasonably expected tax risks, issues raised by a tax authority may be finally resolved at an amount different than the related reserve. Such differences could materially increase or decrease our income tax provision in the current and/or future periods.
Several years may elapse before a particular matter, for which we have established a reserve, is audited and finally resolved or clarified. While we believe that our reserves are adequate to cover reasonably expected tax risks, issues raised by a tax authority may be finally resolved at an amount different than the related reserve.
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. 37 Table of Contents Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted EPS are provided in addition to, and should not be considered as alternatives to, net (loss) income or any other performance measure derived in accordance with GAAP.
Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted EPS are provided in addition to, and should not be considered as alternatives to, net (loss) income or any other performance measure derived in accordance with GAAP.
The increase was primarily driven by an increase in Development Services project volumes. Development Services Segment Adjusted EBITDA Segment Adjusted EBITDA for the fiscal year ended September 30, 2024 increased $23.5 million, to $106.3 million, compared to $82.8 million in the 2023 period.
The decrease was primarily driven by the timing of projects during the second half of fiscal 2025, which were partially offset by increased Development Services project volumes in the first half of fiscal 2025. 41 Table of Contents Development Services Segment Adjusted EBITDA Segment Adjusted EBITDA for the fiscal year ended September 30, 2025 increased $18.3 million, to $106.8 million, compared to $88.5 million in the 2024 period.
These were partially offset by an increase in book overdrafts of $20.1 million. Free Cash Flow Free Cash Flow increased $65.1 million to $145.3 million for the fiscal year ended September 30, 2024 from $80.2 million in the 2023 period.
This was partially offset by proceeds from our Receivable Financing Agreement of $14.5 million. Adjusted Free Cash Flow Adjusted Free Cash Flow decreased $80.1 million to $65.2 million for the fiscal year ended September 30, 2025 from $145.3 million in the 2024 period.
The Company’s leases have remaining lease terms of one month up to 9.4 years. See Note 12 "Leases". to our audited consolidated financial statements included in Part II.
The Company’s leases have remaining lease terms of one month up to 9.4 years. See Note 12 "Leases". to our audited consolidated financial statements included in Part II. Item 8 of this Form 10-K for additional information, including the maturity schedule of future principal and interest payments associated with our finance and operating lease portfolios.
Economic conditions, including rising inflation and fuel prices, as well as rising interest rates, have impacted and may further impact our costs and expenses, and fluctuations in labor markets, may impact our ability to identify, hire and retain employees. Increased labor costs, including recruiting, retention, and overtime expenditures, have and could further adversely affect our profitability.
This is especially true for new developments in which green space tends to play an increasingly important role. Economic conditions, including rising inflation and fuel prices, as well as rising interest rates, have impacted and may further impact our costs and expenses, and fluctuations in labor markets, may impact our ability to identify, hire and retain employees.
Gain on divestiture Gain on divestiture consists of the realized gain on sale and transaction related expenses from the divestiture of U.S. Lawns on January 12, 2024. Amortization Expense Amortization expense for the fiscal year ended September 30, 2024 decreased $8.7 million, or 19.6%, to $35.8 million, from $44.5 million in the 2023 period.
Gain on divestiture There was no gain on divestiture for the fiscal year ended September 30, 2025. Gain on divestiture for the fiscal year ended September 30, 2024 was $43.6 million which consisted of the realized gain on sale and transaction related expenses from the divestiture of U.S. Lawns on January 12, 2024.
Net working capital decreased $38.6 million, to $236.8 million, at September 30, 2024, from $275.4 million at September 30, 2023, primarily driven by increases in accrued expenses and other current liabilities of $57.5 million, deferred revenue of $15.6 million, and accounts payable of $7.9 million and decreases in accounts receivable net of $21.1 million, unbilled revenue of $5.7 million and other current assets of $2.6 million.
Net working capital decreased $85.0 million, to $151.8 million, at September 30, 2025, from $236.8 million at September 30, 2024, primarily driven by decreases in cash and cash equivalents of $65.9 million, unbilled revenue of $24.7 million, accounts receivable of $22.1 million, other current assets of $1.1 million, and an increase in deferred revenue of $3.8 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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These outstanding interest rate contracts qualify and are designated as cash flow hedges of forecasted SOFR-based interest payments. At September 30, 2024, we were a fixed rate payer on fixed-floating interest rate swap and collar contracts that effectively fixed (swap) or limited (collar) the SOFR-based index used to determine the interest rates charged on our SOFR-based variable rate borrowings.
These outstanding interest rate contracts qualify and are designated as cash flow hedges of forecasted SOFR-based interest payments. At September 30, 2025, we were a fixed rate payer on fixed-floating interest rate swap and collar contracts that effectively fixed (swap) or limited (collar) the SOFR-based index used to determine the interest rates charged on our SOFR-based variable rate borrowings.
Based on the debt outstanding and hedge contracts in place for the year ended September 30, 2024, a 100 basis point change in interest rates on our variable rate debt would result in a change to our fiscal 2024 interest expense by approximately $2.7 million inclusive of the impact from the active hedge contracts.
Based on the debt outstanding and hedge contracts in place for the year ended September 30, 2025, a 100 basis point change in interest rates on our variable rate debt would result in a change to our fiscal 2025 interest expense by approximately $2.7 million inclusive of the impact from the active hedge contracts.
Based on the hedging contract in place during fiscal 2024, a ten percent change in fuel prices would have resulted in a change of approximately $6.2 million in our annual fuel cost inclusive of the impact from the active hedge contracts.
Based on the hedging contract in place during fiscal 2025, a ten percent change in fuel prices would have resulted in a change of approximately $4.0 million in our annual fuel cost inclusive of the impact from the active hedge contracts.
We have historically targeted hedging between 80% and 90% of the principal amount outstanding under our Series B Term Loan. As of September 30, 2024, we had variable rate debt outstanding of $809.0 million at a weighted average interest rate of 8.1% for the year ended September 30, 2024, excluding the impact of our outstanding hedge agreements.
We have historically targeted hedging between 80% and 90% of the principal amount outstanding under our Series B Term Loan. As of September 30, 2025, we had variable rate debt outstanding of $799.6 million at a weighted average interest rate of 6.5% for the year ended September 30, 2025, excluding the impact of our outstanding hedge agreements.
We manage our exposure through the execution of a documented hedging strategy. We have historically entered into fuel swap contracts to mitigate the financial impact of fluctuations in fuel prices when appropriate. We currently have open fuel-based derivative instruments. During the year ended September 30, 2024 we purchased approximately 21.1 million gallons of fuel.
We manage our exposure through the execution of a documented hedging strategy. We have historically entered into fuel swap contracts to mitigate the financial impact of fluctuations in fuel prices when appropriate. We currently have open fuel-based derivative instruments.

Other BV 10-K year-over-year comparisons