UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of Registrant as specified in its Charter)
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( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
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Name of exchange on which registered |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of Registrant’s Common Stock outstanding as of January 31, 2021 was
Table of Contents
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Page |
PART I. |
4 |
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Item 1. |
4 |
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4 |
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5 |
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6 |
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7 |
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8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
Item 3. |
33 |
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Item 4. |
33 |
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PART II. |
34 |
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Item 1. |
34 |
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Item 1A. |
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Item 2. |
34 |
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Item 3. |
34 |
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Item 4. |
34 |
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Item 5. |
34 |
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Item 6. |
35 |
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36 |
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains “forward-looking statements” within the meaning of the safe harbor provision of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts included in this Form 10-Q, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other information, may be forward-looking statements.
Words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, or guarantees of future performance and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors that could cause actual results to differ include, among others, the risks, uncertainties and factors set forth under the heading “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Some of the key factors that could cause actual results to differ from our expectations include risks related to:
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general business, economic and financial conditions; |
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the duration and extent of the novel coronavirus (COVID-19) pandemic and its resurgence, and the impact of federal, state and local governmental actions and customer behavior in response to the pandemic, including possible additional or reinstated restrictions as a result of a resurgence of the pandemic; |
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competitive industry pressures; |
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the failure to retain current customers, renew existing customer contracts and obtain new customer contracts; |
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the failure to enter into profitable contracts, or maintaining customer contracts that are unprofitable; |
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a determination by customers to reduce their outsourcing or use of preferred vendors; |
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the dispersed nature of our operating structure; |
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our ability to implement our business strategies and achieve our growth objectives; |
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acquisition and integration risks; |
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the seasonal nature of our landscape maintenance services; |
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our dependence on weather conditions; |
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increases in prices for raw materials and fuel; |
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changes in our ability to source adequate supplies and materials in a timely manner; |
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any failure to accurately estimate the overall risk, requirements, or costs when we bid on or negotiate contracts that are ultimately awarded to us; |
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the conditions and periodic fluctuations of real estate markets, including residential and commercial construction; |
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our ability to retain our executive management and other key personnel; |
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our ability to attract and retain trained workers and third-party contractors and re-employ seasonal workers; |
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any failure to properly verify employment eligibility of our employees; |
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subcontractors taking actions that harm our business; |
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our recognition of future impairment charges; |
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laws and governmental regulations, including those relating to employees, wage and hour, immigration, human health and safety and transportation; |
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environmental, health and safety laws and regulations, including regulatory costs, claims and litigation related to the use of chemicals and pesticides by employees and related third-party claims; |
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the distraction and impact caused by litigation, of adverse litigation judgments and settlements resulting from legal proceedings; |
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increase in on-job accidents involving employees; |
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any failure, inadequacy, interruption, security failure or breach of our information technology systems; |
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our ability to adequately protect our intellectual property; |
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restrictions imposed by our debt agreements that limit our flexibility in operating our business; |
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our ability to generate sufficient cash flow to satisfy our significant debt service obligations; |
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our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions, or other general corporate requirements; |
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increases in interest rates governing our variable rate indebtedness increasing the cost of servicing our substantial indebtedness including proposed changes to LIBOR; |
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ownership of our common stock; |
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occurrence of natural disasters, terrorist attacks or other external events; |
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changes in generally accepted accounting principles in the United States; and |
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costs and requirements imposed as a result of maintaining the requirement of being a public company. |
We caution you that the risks, uncertainties, and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits, or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, any change in assumptions, beliefs or expectations or any change in circumstances upon which any such forward-looking statements are based, except as required by law.
3
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
BrightView Holdings, Inc.
Consolidated Balance Sheets
(Unaudited)
(In millions, except par value and share data)
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December 31, 2020 |
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September 30, 2020 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Unbilled revenue |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Operating lease assets |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Current portion of long-term debt |
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Deferred revenue |
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Current portion of self-insurance reserves |
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Accrued expenses and other current liabilities |
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Current portion of operating lease liabilities |
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Total current liabilities |
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Long-term debt, net |
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Deferred tax liabilities |
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Self-insurance reserves |
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Long-term operating lease liabilities |
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Other liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Preferred stock, $ issued or outstanding as of December 31, 2020 and September 30, 2020 |
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Common stock, $ December 31, 2020 and September 30, 2020, respectively |
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Treasury stock, at cost; December 31, 2020 and September 30, 2020, respectively |
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Additional paid-in-capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
BrightView Holdings, Inc.
Consolidated Statements of Operations
(Unaudited)
(In millions, except per share data)
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Three Months Ended December 31, |
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2020 |
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2019 |
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Net service revenues |
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$ |
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$ |
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Cost of services provided |
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Gross profit |
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Selling, general and administrative expense |
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Amortization expense |
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(Loss) from operations |
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Other income |
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Interest expense |
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(Loss) before income taxes |
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Income tax benefit |
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Net (loss) |
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$ |
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$ |
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(Loss) per share: |
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Basic and diluted |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
BrightView Holdings, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(In millions)
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Three Months Ended December 31, |
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2020 |
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2019 |
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Net (loss) |
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$ |
( |
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$ |
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Net derivative gains arising during the period, net of tax benefit of $— and $( |
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— |
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Reclassification of losses into net (loss), net of tax expense of $ |
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Other comprehensive income |
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Comprehensive (loss) |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
BrightView Holdings, Inc.
Consolidated Statements of Changes in Stockholders’ Equity
Three Months Ended December 31, 2020 and 2019
(Unaudited)
(In millions)
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Common Stock |
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Additional Paid-In |
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Accumulated |
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Accumulated Other Comprehensive |
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Treasury |
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Total Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Stock |
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Equity |
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Balance, September 30, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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Net (loss) |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Other comprehensive income, net of tax |
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— |
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— |
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— |
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— |
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— |
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Capital contributions and issuance of common stock |
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— |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Repurchase of common stock and distributions |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance, December 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Common Stock |
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Additional Paid-In |
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Accumulated |
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Accumulated Other Comprehensive |
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Treasury |
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Total Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Stock |
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Equity |
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Balance, September 30, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Net (loss) |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Other comprehensive income, net of tax |
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— |
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— |
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— |
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— |
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— |
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Capital contributions and issuance of common stock |
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— |
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— |
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— |
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— |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Repurchase of common stock and distributions |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance, December 31, 2019 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
BrightView Holdings, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In millions)
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Three Months Ended December 31, |
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2020 |
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2019 |
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Cash flows from operating activities: |
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Net (loss) |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net (loss) to net cash provided by operating activities: |
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Depreciation |
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Amortization of intangible assets |
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Amortization of financing costs and original issue discount |
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Deferred taxes |
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( |
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( |
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Equity-based compensation |
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Realized loss on hedges |
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Other non-cash activities, net |
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( |
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Change in operating assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Unbilled and deferred revenue |
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Other operating assets |
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( |
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Accounts payable and other operating liabilities |
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( |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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( |
) |
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( |
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Proceeds from sale of property and equipment |
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Business acquisitions, net of cash acquired |
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( |
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( |
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Other investing activities, net |
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( |
) |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Repayments of finance lease obligations |
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( |
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( |
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Repayments of term loan |
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( |
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( |
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Repayments of receivables financing agreement |
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— |
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( |
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Proceeds from receivables financing agreement |
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— |
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Proceeds from issuance of common stock, net of share issuance costs |
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Repurchase of common stock and distributions |
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( |
) |
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( |
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Other financing activities, net |
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( |
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— |
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Net cash used in financing activities |
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( |
) |
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( |
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Net change in cash and cash equivalents |
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( |
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( |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
8
BrightView Holdings, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
(In millions, except per share and share data)
1.Business and Basis of Presentation
BrightView Holdings, Inc. (the “Company” and, collectively with its consolidated subsidiaries, “BrightView”) provides landscape maintenance and enhancements, landscape development, snow removal and other landscape related services for commercial customers throughout the United States. BrightView is aligned into
Basis of Presentation
These consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and are unaudited.
In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, including normal, recurring accruals that are necessary for a fair presentation of the Company’s operations for the periods presented in conformity with GAAP. All intercompany activity and balances have been eliminated from the consolidated financial statements. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.
The consolidated balance sheet as of September 30, 2020, presented herein, has been derived from the Company’s audited consolidated financial statements as of and for the fiscal year ended September 30, 2020, but does not include all disclosures required by GAAP, for annual financial statements. For a more complete discussion of the Company’s accounting policies and certain other information refer to the audited consolidated financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2020, filed with the Securities and Exchange Commission (“SEC”).
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. On an ongoing basis, management reviews its estimates, including those related to allowances for doubtful accounts, revenue recognition, self-insurance reserves, estimates related to the Company’s assessment of goodwill for impairment, useful lives for depreciation and amortization, realizability of deferred tax assets, and litigation based on currently available information. Changes in facts and circumstances may result in revised estimates and actual results may differ from estimates.
2.Recent Accounting Pronouncements
Measurement of Credit Losses
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments, which was amended in May 2019 by ASU No. 2019-04, Codification Improvements to Topic 326, Financial Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and ASU No. 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief. These ASUs require entities to account for expected credit losses on financial instruments including trade receivables. The Company adopted the guidance in the first quarter of fiscal 2021. The adoption of ASU No. 2016-13 did not have a material impact on the Company’s consolidated financial statements and disclosures.
Fair Value Measurement
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement which modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reason for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on
9
changes in unrealized gains and losses included in other comprehensive income. The Company adopted the guidance in the first quarter of fiscal 2021. The adoption of ASU No. 2018-13 did not have a material impact on the Company’s consolidated financial statements and disclosures.
Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes which removes specified exceptions and adds requirements to simplify the accounting for income taxes. The guidance is effective for the Company in the first quarter of fiscal 2022 and early adoption is permitted. The Company is currently evaluating the impact of the updated guidance on its consolidated financial statements.
Reference Rate Reform
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting which provides optional expedients and exceptions for the accounting for contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for the Company upon issuance through December 31, 2022. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the third quarter of fiscal 2020 the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. In January 2021, the FASB issued ASU 2021-01 to clarify the scope of certain optional expedients for derivatives that are affected by the discounting transition. The Company continues to evaluate the impact of the guidance on its consolidated financial statements and may apply other elections as applicable as additional changes in the market occur.
3.Revenue
The Company’s revenue is generated from Maintenance Services and Development Services. The Company generally recognizes revenue from the sale of services as the services are performed, typically ratably over the term of the contract(s), which the Company believes to be the best measure of progress. The Company recognizes revenues as it transfers control of products and services to its customers. The Company recognizes revenue in an amount reflecting the total consideration it expects to receive from the customer. Revenue is recognized according to the following five step model: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. The Company determined that for contracts containing multiple performance obligations, stand-alone selling price is readily determinable for each performance obligation and therefore allocation of the transaction price to multiple performance obligations is not necessary. The transaction price will include estimates of variable consideration, such as returns and provisions for doubtful accounts and sales incentives, to the extent it is probable that a significant reversal of revenue recognized will not occur. In all cases, when a sale is recorded by the Company, no significant uncertainty exists surrounding the purchaser’s obligation to pay.
Maintenance Services
The Company’s Maintenance Services revenues are generated primarily through landscape maintenance services and snow removal services. Landscape maintenance services that are primarily viewed as non-discretionary, such as lawn care, mowing, gardening, mulching, leaf removal, irrigation and tree care, are provided under recurring annual contracts, which typically range from one to
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Development Services
For 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. These losses have been immaterial in prior periods. Changes in job performance, job conditions, and estimated profitability, including final contract settlements, may result in revisions to costs and revenue and are recognized in the period in which the revisions are determined.
Disaggregation of revenue
The following table presents the Company’s reportable segment revenues, disaggregated by revenue type. The Company disaggregates revenue from contracts with customers into major services lines. The Company has determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in the business segment reporting information in Note 12 “Segments”, the Company’s reportable segments are Maintenance Services and Development Services.
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Three Months Ended December 31, |
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2020 |
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2019 |
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Landscape Maintenance |
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$ |
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$ |
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Snow Removal |
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Maintenance Services |
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Development Services |
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Eliminations |
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( |
) |
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( |
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Net service revenues |
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$ |
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$ |
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Remaining Performance Obligations
Remaining performance obligations represent the estimated revenue expected to be recognized in the future related to performance obligations which are fully or partially unsatisfied at the end of the period.
As of December 31, 2020, the estimated future revenues for remaining performance obligations that are part of a contract that has an original expected duration of greater than one year was approximately $
Contract Assets and Liabilities
When a contract results in revenue being recognized in excess of the amount the Company has invoiced or has the right to invoice to the customer, a contract asset is recognized. Contract assets are transferred to accounts receivable, net when the rights to the consideration become unconditional. Contract assets are presented as Unbilled revenue on the consolidated balance sheets.
Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services such that control has not passed to the customer. Contract liabilities are presented as Deferred revenue on the consolidated balance sheets.
Changes in deferred revenue for the three month period ended December 31, 2020 were as follows:
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Deferred Revenue |
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Balance, October 1, 2020 |
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$ |
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Recognition of revenue |
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( |
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Deferral of revenue |
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Balance, December 31, 2020 |
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$ |
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There were $
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Practical Expedients and Exemptions
The Company offers certain interest-free contracts to customers where payments are received over a period not exceeding one year. Additionally, certain Maintenance Services and Development Services customers may pay in advance for services. The Company does not adjust the promised amount of consideration for the effects of these financing components. At contract inception, the period of time between the performance of services and the customer payment is one year or less.
As permitted under the practical expedient available under ASU No. 2014-09, the disclosed value of unsatisfied performance obligations excludes (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed.
4.Accounts Receivable, net
Accounts receivable of $
5.Property and Equipment, net
Property and equipment, net consists of the following:
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Useful Life |
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December 31, 2020 |
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September 30, 2020 |
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Land |
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— |
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$ |
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$ |
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Buildings and leasehold improvements |
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Operating equipment |
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Transportation vehicles |
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Office equipment and software |
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Construction in progress |
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— |
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Property and equipment |
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Less: Accumulated depreciation |
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Property and equipment, net |
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$ |
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$ |
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Construction in progress includes costs incurred for software and other assets that have not yet been placed in service. Depreciation expense related to property and equipment was $
6.Intangible Assets, Goodwill and Acquisitions
Identifiable intangible assets consist of acquired customer contracts and relationships, trademarks and non-compete agreements. Amortization expense related to intangible assets was $
Intangible assets as of December 31, 2020 and September 30, 2020 consisted of the following:
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December 31, 2020 |
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September 30, 2020 |
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Estimated Useful Life |
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Gross Carrying Amount |
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Accumulated Amortization |
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Gross Carrying Amount |
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Accumulated Amortization |
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Customer relationships |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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Trademarks |
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( |
) |
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( |
) |
Non-compete agreements |
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( |
) |
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( |
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Total intangible assets |
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$ |
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$ |
( |
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$ |
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$ |
( |
) |
12
The following is a summary of the goodwill acti