BrightView Holdings, Inc.

Previous wording

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. 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. Our branch delivery model underpins our position as a single-source end-to-end landscaping solution provider to our diverse customer base at the national, regional and local levels, which we believe represents a significant competitive advantage. We believe our commercial customer base understands the financial and reputational risk associated with inadequate landscape maintenance and considers our services to be essential and non-discretionary.

Current wording

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. 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. Our branch delivery model underpins our position as a single-source end-to-end landscaping solution provider to our diverse customer base at the national, regional and local levels, which we believe represents a significant competitive advantage. We believe our commercial customer base understands the financial and reputational risk associated with inadequate landscape maintenance and considers our services to be essential and non-discretionary.

Previous wording

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. In addition to contracted maintenance services, we also have a strong track record of providing value-added landscape enhancements. We primarily self-perform our maintenance services through our national branch network, which are route-based in nature. Our maintenance services customers include Fortune 500 corporate campuses and commercial properties, HOAs, public parks, leading international hotels and resorts, airport authorities, municipalities, hospitals and other healthcare facilities, educational institutions, restaurants and retail, and golf courses, among others.

Current wording

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 to contracted maintenance services, we also have a strong track record of providing value-added landscape enhancements. We primarily self-perform our maintenance services through our national branch network, which are route-based in nature. Our maintenance services customers include Fortune 500 corporate campuses and commercial properties, HOAs, public parks, leading international hotels and resorts, airport authorities, municipalities, hospitals and other healthcare facilities, educational institutions, restaurants and retail, and golf courses, among others.

Previous wording

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. 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.

Current wording

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 maintenance, among others. 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.

Previous wording

Cost of services provided is comprised of direct costs we incur associated with our operations during a period and includes employee costs, subcontractor costs, purchased materials, and operating equipment and vehicle costs. Employee costs consist of wages and other labor-related expenses, including benefits, workers compensation and healthcare costs, for those employees involved in delivering our services. Subcontractor costs consist of costs relating to our qualified service partner network in our Maintenance Services segment and subcontractors we engage from time to time in our Development Services segment. 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.

Current wording

Cost of services provided is comprised of direct costs we incur associated with our operations during a period and includes employee costs, subcontractor costs, purchased materials, and operating equipment and vehicle costs. Employee costs consist of wages and other labor-related expenses, including benefits, workers compensation and healthcare costs, for those employees involved in delivering our services. Subcontractor costs consist of costs relating to our qualified service partner network in our Maintenance Services segment and subcontractors we engage from time to time in our Development Services segment. 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.

Previous wording

Selling, general and administrative expense consists of costs incurred related to compensation and benefits for management, sales and administrative personnel, equity-based compensation, branch and office rent and facility operating costs, depreciation expense related to branch and office locations, as well as professional fees, software costs, goodwill impairment, and other miscellaneous expenses. 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.

Current wording

Selling, general and administrative expense consists of costs incurred related to compensation and benefits for management, sales and administrative personnel, equity-based compensation, branch and office rent and facility operating costs, depreciation expense related to branch and office locations, as well as professional fees, software costs, goodwill impairment, and other miscellaneous expenses. Corporate expenses, including corporate executive compensation, finance, legal and information technology, are included in consolidated selling, general and administrative expense.

Previous wording

Other (income) expense consists primarily of investment gains related to investments held in Rabbi Trust.

Current wording

Other (income) expense consists primarily of investment gains related to investments held in a Rabbi Trust.

Previous wording

We manage operations through the two operating segments described above. 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.

Current wording

We manage operations through the two operating segments described above. 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.

Previous wording

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 Free Cash Flow is useful to provide additional information to assess our ability to pursue business opportunities and investments and to service our debt. 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.

Current wording

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. 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. 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.

Previous wording

Management regularly uses these measures as tools in evaluating our operating performance, financial performance and liquidity, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure and capital investments. 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. 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. 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.

Current wording

Management regularly uses these measures as tools in evaluating our operating performance, financial performance and liquidity, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure and capital investments. 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. 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, 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. 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.

Previous wording

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. 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 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. In addition, because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements.

Current wording

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 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 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. In addition, because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements.

Previous wording

In accordance with GAAP, the results of the acquisitions we have completed are reflected in our consolidated financial statements from the date of acquisition. We incur transaction costs in connection with identifying and completing acquisitions and ongoing integration costs as we integrate acquired companies and seek to achieve synergies. During the fiscal year ended September 30, 2024, the Company incurred $0.4 million of integration costs related to acquisitions completed prior to fiscal 2024. While integration costs vary based on factors specific to each acquisition, such costs are primarily comprised of one-time employee retention costs, employee onboarding and training costs, and fleet and uniform rebranding costs. We typically anticipate integration costs to represent approximately 7%-9% of the acquisition price, and to be incurred within 12 months of acquisition completion.

Current wording

In accordance with GAAP, the results of the acquisitions we have completed are reflected in our consolidated financial statements from the date of acquisition. We incur transaction costs in connection with identifying and completing acquisitions and ongoing integration costs as we integrate acquired companies and seek to achieve synergies. While integration costs vary based on factors specific to each acquisition, such costs are primarily comprised of one-time employee retention costs, employee onboarding and training costs, and fleet and uniform rebranding costs. We typically anticipate integration costs to represent approximately 7%-9% of the acquisition price, and to be incurred within 12 months of acquisition completion.

Previous wording

Net service revenues for the fiscal year ended September 30, 2024 decreased $48.9 million, or 1.7%, to $2,767.1 million, from $2,816.0 million in the 2023 period. 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.

Current wording

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. 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.

Previous wording

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. Gross margin decreased 80 basis points to 23.3% for the fiscal year ended September 30, 2024, from 24.1% in the

Current wording

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. Gross margin remained flat at 23.3% for the fiscal year ended September 30, 2025. The decreases in gross profit was primarily driven by the decrease net service revenues, described above combined with increased depreciation.

Previous wording

Selling, general and administrative expense for the fiscal year ended September 30, 2024 decreased $36.9 million, or 6.9%, to $496.5 million, from $533.4 million in the 2023 period. 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.

Current wording

Selling, general and administrative expense for the fiscal year ended September 30, 2025 decreased $38.7 million, or 7.8%, to $457.8 million, from $496.5 million in the 2024 period. 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.

Previous wording

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. 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.

Current wording

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.

Previous wording

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. The $8.7 million increase in other (income) expense was driven principally by the losses on the extinguishment of debt incurred in connection with the repayment of a portion of the Series B Term Loan in 2023.

Current wording

Other income was $0.4 million for the fiscal year ended September 30, 2025 compared to other income of $2.0 million in the 2024 period. The $1.6 million decrease in other income was driven principally by changes in the value of investments held in the Rabbi Trust and costs associated with the repricing of the Company's term loan.

Previous wording

Interest expense for the fiscal year ended September 30, 2024 decreased $35.0 million, or 35.9%, to $62.4 million, from $97.4 million in the 2023 period. The decrease was driven principally by the decrease in the long-term debt balance combined with an increase in interest income associated with the increase in the cash and cash equivalents balance.

Current wording

Interest expense for the fiscal year ended September 30, 2025 decreased $8.7 million, or 13.9%, to $53.7 million, from $62.4 million in the 2024 period. The decrease was driven principally by the decrease in interest rates as a result of the repricing of our Series B Term Loans in fiscal 2024 and the decrease in the Company's long term debt balance partially offset by an increase in finance lease interest expense and a decrease in interest income.

Previous wording

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. 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.

Current wording

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. 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.

Previous wording

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.

Current wording

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.

Previous wording

Adjusted EBITDA increased $26.0 million for the fiscal year ended September 30, 2024, to $324.7 million, from $298.7 million in the 2023 period. Adjusted EBITDA as a percentage of revenue was 11.7% and 10.6% for the fiscal years ended 2024 and 2023, respectively. 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.

Current wording

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. Adjusted EBITDA margin was 13.2% and 11.7% for the fiscal years ended 2025 and 2024, respectively. The increase 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.

Previous wording

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.

Current wording

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.

Previous wording

We classify our business into two segments: Maintenance Services and Development Services. Our corporate operations are not allocated to the segments and are not discussed separately as any results that had a significant impact on operating results are included in the consolidated results discussion above.

Current wording

We classify our business into two segments: Maintenance Services and Development Services. Our corporate operations are allocated to the segments on a pro rata basis, based on segment revenue.

Previous wording

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. The decrease was driven by a $115.2 million, or 5.6%, decrease in underlying commercial landscape services, largely underpinned by strategic reductions in our non-core businesses, as well as a decline in our ancillary services business. This was partially offset by a $11.8 million increase in snow removal services revenue, primarily due to increased snow removal services volume.

Current wording

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. The decrease was primarily driven by strategic reductions of non-core businesses and to a lesser extent a decline in commercial landscaping in our core business.

Previous wording

Segment Adjusted EBITDA for the fiscal year ended September 30, 2024 increased $1.8 million, to $279.7 million, compared to $277.9 million in the 2023 period. Segment Adjusted EBITDA Margin increased 80 basis points to 14.2% in the year ended September 30, 2024, from 13.4% in the 2023 period. The increase in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were principally driven by lower labor costs as a result of the Company's cost management initiatives.

Current wording

Segment Adjusted EBITDA for the fiscal year ended September 30, 2025 increased $9.3 million, to $245.5 million, compared to $236.2 million in the 2024 period. Segment Adjusted EBITDA Margin increased 100 basis points to 13.0% in the year ended September 30, 2025, from 12.0% in the 2024 period. The increase in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were principally driven by lower personnel, vehicle, and equipment related costs as a result of the Company's cost management initiatives. These savings were partially offset by the decrease in revenues described above.

Previous wording

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. The increase was primarily driven by an increase in Development Services project volumes.

Current wording

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. 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.

Previous wording

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. Segment Adjusted EBITDA Margin increased 220 basis points, to 13.1% for the period from 10.9% in the prior year. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were primarily driven by the increase in revenues described above.

Current wording

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. Segment Adjusted EBITDA Margin increased 260 basis points, to 13.5% for the period from 10.9% in the prior year. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were primarily driven by reductions in overhead costs due to the Company's cost management initiatives, combined with the timing and mix of projects in the period.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, and fleet and uniform rebranding costs. The Company excludes Business integration costs from the non-GAAP measures disclosed above since such expenses vary in amount due to the number of acquisitions and size of acquired companies as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create a lack of comparability between periods.

Current wording

Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, fleet and uniform rebranding costs, and adjustments to performance based contingent consideration. The Company excludes Business integration costs from the non-GAAP measures disclosed above since such expenses vary in amount due to the number of acquisitions and size of acquired companies as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create a lack of comparability between periods.

Previous wording

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.

Current wording

Represents expenses related to distinct initiatives, typically significant enterprise-wide changes, including actions taken as part of the Company's One BrightView initiative. 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.

Previous wording

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”). Each of the Company's credit facilities bear interest based in-part on a secured overnight financing rate. See “Description of Indebtedness”.

Current wording

and, through a wholly-owned subsidiary, a receivables financing agreement dated April 28, 2017 (as amended, the “Receivables Financing Agreement”). Each of the Company's credit facilities bear interest based in-part on a secured overnight financing rate. See “Description of Indebtedness”.

Previous wording

Net cash provided by operating activities for the fiscal year ended September 30, 2024 increased $75.7 million, to $205.6 million, from $129.9 million in the 2023 period. This increase was due to an increase in net income adjusted for non-cash activities, combined with increases in cash provided by accounts receivable and unbilled and deferred revenue. This was partially offset by increases in cash used for other operating assets and accounts payable and other operating liabilities.

Current wording

Net cash provided by operating activities for the fiscal year ended September 30, 2025 increased $86.2 million, to $291.8 million, from $205.6 million in the 2024 period. This increase was due to an increase in net income adjusted for non-cash activities, combined with increases in cash provided by accounts payable and other operating liabilities. This was partially offset by an increase in cash used for other operating assets.

Previous wording

Net cash used in investing activities was $5.6 million in the fiscal year ended September 30, 2024, a decrease of $55.8 million compared to $61.4 million for the 2023 period. The decrease in cash used in investing activities was driven by $51 million of proceeds from divestitures, and $13.8 million decrease in cash used for acquisitions. This was partially offset by $7.1 million increase in capital expenditures and $3.5 million decrease in proceeds from the sale of property and equipment.

Current wording

Net cash used in investing activities was $223.9 million in the fiscal year ended September 30, 2025, an increase of $218.3 million compared to $5.6 million for the 2024 period. The increase in cash used in investing activities was driven by a $175.8 million increase in cash used for the purchase of property and equipment, and a $51.0 million decrease in proceeds from divestiture in comparison to the prior year. This was partially offset by $9.5 million increase in proceeds from the sale of property and equipment.

Previous wording

Net cash used in financing activities of $126.6 million for the fiscal year ended September 30, 2024 included repayments of our Receivables Financing Agreement of $87.3 million, repayments of finance lease obligations of $36.3 million and Series A preferred stock dividend payments of $17.8 million. These were partially offset by an increase in book overdrafts of $20.1 million.

Current wording

Net cash used in financing activities of $133.8 million for the fiscal year ended September 30, 2025 included repayments of finance lease obligations of $48.4 million, Series A preferred stock dividends of $35.8 million, repayments of our Receivable Financing

Previous wording

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. 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.

Current wording

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 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.

Previous wording

Net working capital is defined as current assets less current liabilities. 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. These were partially offset by an increase in cash and cash equivalents of $73.4 million and decreases in current portion of self-insurance reserves of $2.0 million and current portion of operating lease liabilities of $2.4 million.

Current wording

Net working capital is defined as current assets less current liabilities. 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. These were partially offset by a decrease in accrued expenses and other current liabilities of $25.5 million and accounts payable of $6.4 million.

Previous wording

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”). The Series B Term Loan matures on April 22, 2029 and bears interest at a rate per annum of a secured overnight financing rate (“Term SOFR”), plus a margin of 3.25% or a base rate (“ABR”) plus a margin of 2.25%, subject to SOFR and ABR floors of 0.50% and 1.50%, respectively. The Company used the net proceeds from the Series B Term Loan to repay all amounts then outstanding under the Company’s Credit Agreement. As a result of the repayment of the amounts outstanding under the Company's Credit Agreement, the Company recorded a loss on debt extinguishment of $12.6 million due to accelerated amortization of deferred financing fees and original issue discount included in the Other expense (income) line of the Consolidated Statements of Operations for the year ended September 30, 2022. An original issue discount of $12.0 was incurred when the Series B Term Loan was issued and is being amortized using the effective interest method over the life of the debt, resulting in an effective yield of 3.42%.

Current wording

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 Series B Term Loan matures on April 22, 2029 and bears interest at a rate per annum of a secured overnight financing rate (“Term SOFR”), plus a margin of 3.25% or a base rate (“ABR”) plus a margin of 2.25%, subject to SOFR and ABR floors of 0.50% and 1.50%, respectively. The Company used the net proceeds from the Series B Term Loan to repay all amounts then outstanding under the Company’s Credit Agreement. As a result of the repayment of the amounts outstanding under the Company's Credit Agreement, the Company recorded a loss on debt extinguishment of $12.6 million due to accelerated amortization of deferred financing fees and original issue discount included in the Other expense (income) line of the Consolidated Statements of Operations for the year ended September 30, 2022. An original issue discount of $12.0 was incurred when the Series B Term Loan was issued and is being amortized using the effective interest method over the life of the debt, resulting in an effective yield of 3.42%.

Previous wording

On August 31, 2023, the Company entered into Amendment No. 7 to the Credit Agreement (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, and which shall be applicable until six months after entering into the Seventh Credit Agreement Amendment.

Current wording

On August 31, 2023, the Company entered into Amendment No. 7 to the Credit Agreement (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.

Previous wording

There were no debt repayments on the Series B Term Loan for the fiscal year ended September 30, 2024. Debt repayments for the Series B Term Loan totaled $459.0 million for the fiscal year ended September 30, 2023.

Current wording

There were no debt repayments on the Series B Term Loan for the fiscal years ended September 30, 2025 and September 30, 2024.

Previous wording

The Company has a five-year $300 million revolving credit facility that matures on April 22, 2027 and bears interest at a rate per annum of Term SOFR plus a margin ranging from 2.00% to 2.50%, or ABR plus a margin ranging from 1.00 to 1.50%, subject to SOFR and ABR floors of 0.00% and 1.00%, respectively, with the margin on the Revolving Credit Facility determined based on the Company’s first lien net leverage ratio. 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. There were $33.5 million borrowings under the facility during the year ended September 30, 2023, of which, $33.5 million were repaid during the same period. The Company had no letters of credits issued and outstanding as of September 30, 2024 and had $42.6 million of letters of credits issued and outstanding as of September 30, 2023. The weighted average interest rate on the Revolving Credit Facility was 6.9% for the year ended September 30, 2023.

Current wording

The Company has a five-year $300 million revolving credit facility that matures on April 22, 2027 and bears interest at a rate per annum of Term SOFR plus a margin ranging from 2.00% to 2.50%, or ABR plus a margin ranging from 1.00 to 1.50%, subject to SOFR and ABR floors of 0.00% and 1.00%, respectively, with the margin on the Revolving Credit Facility determined based on the Company’s first lien net leverage ratio. 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. The Company had no letters of credits issued and outstanding as of September 30, 2025 and September 30, 2024.