BrightView Holdings, Inc.

Previous wording

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

Current wording

Other expense consists primarily of investment gains and losses related to investments held in Rabbi Trust.

Previous wording

Income tax (benefit) includes U.S. federal, state and local income taxes. Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, tax credits and certain nondeductible expenses. Our effective tax rate may vary from quarter to quarter based on recurring and nonrecurring factors including, but not limited to, the geographical distribution of our pre-tax earnings, changes in the tax rates of different jurisdictions, the availability of tax credits and nondeductible items. Changes in judgment due to the evaluation of new information resulting in the recognition, derecognition or remeasurement of a tax position taken in a prior annual period are recognized separately in the period of the change.

Current wording

Income tax expense (benefit) includes U.S. federal, state and local income taxes. Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, tax credits and certain nondeductible expenses. Our effective tax rate may vary from quarter to quarter based on recurring and nonrecurring factors including, but not limited to, the geographical distribution of our pre-tax earnings, changes in the tax rates of different jurisdictions, the availability of tax credits and nondeductible items. Changes in judgment due to the evaluation of new information resulting in the recognition, derecognition or remeasurement of a tax position taken in a prior annual period are recognized separately in the period of the change.

Previous wording

In fiscal year 2024, the Company launched its One BrightView initiative. The One BrightView initiative represents a cultural change and encapsulates the Company’s effort to refocus our core service lines and position ourselves for long-term profitable growth by streamlining our operating structure, leveraging our size and scale, and becoming the employer of choice. As part of the initiative, the Company introduced transformational changes designed to unite the organization as one comprehensive team, and drive a renewed focus on the Company's profitable core businesses. The actions taken under the One BrightView initiative have resulted in improved customer and employee retention and contributed to sustainable improved profitability.

Current wording

In fiscal year 2024, the Company launched its One BrightView initiative. The One BrightView initiative represents a cultural change and encapsulates the Company’s effort to refocus our core service lines and position ourselves for long-term profitable growth by streamlining our operating structure, leveraging our size and scale, and becoming the employer of choice. As part of the initiative, the Company introduced transformational changes designed to unite the organization as one comprehensive team and drive a renewed focus on the Company's profitable core businesses. Transformation costs associated with the implementation of the One BrightView initiative are reflected in the fiscal 2025 results. The actions taken under the One BrightView initiative have resulted in improved customer and employee retention and contributed to sustainable improved profitability.

Previous wording

We believe the non-discretionary nature of our landscape maintenance services provides us with a fairly predictable recurring revenue model. The perennial nature of the landscape maintenance service sector, as well as its wide range of end users, minimizes the impact of a broad or sector-specific downturn. However, in connection with our enhancement services and development services, when demand for commercial construction declines, demand for landscape enhancement services and development projects may decline. When commercial construction activity rises, demand for landscape enhancement services to maintain green space may also increase.

Current wording

We believe the non-discretionary nature of our landscape maintenance services provides us with a fairly predictable recurring revenue model. The perennial nature of the landscape maintenance service sector, as well as its wide range of end users, minimizes the impact of a broad or sector-specific downturn. However, in connection with our enhancement services and development services, when demand for commercial construction declines, demand for landscape enhancement services and development projects may decline. When commercial construction activity rises, demand for landscape enhancement services to maintain green space may also increase. This is especially true for new developments in which green space tends to play an increasingly important role. Economic conditions, including rising inflation and fuel prices, as well as rising interest rates and tariffs, have impacted and may further impact our costs and expenses. Additionally, fluctuations in labor markets, may impact our ability to identify, hire and retain employees.

Previous wording

Net service revenues for the three months ended December 31, 2025 increased $15.5 million, or 2.6%, to $614.7 million, from $599.2 million in the 2024 period. The increase was driven by an increase in Maintenance Services revenues of $27.1 million, partially offset by a decrease in Development Services revenues of $12.6 million.

Current wording

Net service revenues for the three months ended March 31, 2026 increased $40.3 million, or 6.1%, to $702.9 million, from $662.6 million in the 2025 period. The increase was driven by an increase in Maintenance Services revenues of $61.8 million, partially offset by a decrease in Development Services revenues of $22.3 million.

Previous wording

Selling, general and administrative expense for the three months ended December 31, 2025 decreased $4.1 million, or 3.4%, to $115.2 million, from $119.3 million in the 2024 period. As a percentage of revenue, Selling, general and administrative expense decreased 120 basis points for the three months ended December 31, 2025 to 18.7% from 19.9% in the 2024 period. The decrease was primarily driven by a decrease in business transformation and integration costs combined with increased efficiencies as a result of the Company's cost management initiatives, partially offset by increased selling costs driven by the company’s investment in new sellers.

Current wording

Selling, general and administrative expense for the three months ended March 31, 2026 decreased $1.8 million, or 1.5%, to $116.3 million, from $118.1 million in the 2025 period. As a percentage of revenue, Selling, general and administrative expense decreased 130 basis points for the three months ended March 31, 2026 to 16.5% from 17.8% in the 2025 period. The decrease was primarily driven by a decrease in business transformation and integration costs combined with increased efficiencies as a result of the Company's cost management initiatives, partially offset by increased selling costs driven by the company’s investment in new sellers.

Previous wording

Amortization expense for the three months ended December 31, 2025 decreased $1.9 million, or 23.5%, to $6.2 million from $8.1 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.

Current wording

Amortization expense for the three months ended March 31, 2026 decreased $1.8 million, or 25.4%, to $5.3 million from $7.1 million in the 2025 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

Interest expense, net for the three months ended December 31, 2025 decreased $0.7 million, or 4.9%, to $13.5 million from $14.2 million in the 2024 period. The decrease was driven by lower interest expense caused by the decrease in interest rates as a result of the repricing of our Series B Term Loans in fiscal 2025 partially offset by a decrease in interest income.

Current wording

Interest expense, net for the three months ended March 31, 2026 increased $0.9 million, or 7.0%, to $13.7 million from $12.8 million in the 2025 period. The increase was driven by a decrease in interest income associated with the decrease in the Company's cash and cash equivalents balance combined with increases in interest expense due to the impact of interest rate derivative contracts and an increase in the Company's outstanding debt balance. These were partially offset by lower interest expense caused by the decrease in interest rates as a result of the repricing of our Series B Term Loans in fiscal 2025.

Previous wording

For the three months ended December 31, 2025, Net loss was $15.2 million compared to a Net loss of $10.4 million in the 2024 period due to the changes noted above. Net loss as a percentage of revenue was 2.5% for the three months ended December 31, 2025 compared to 1.7% for the three months ended December 31, 2024.

Current wording

For the three months ended March 31, 2026, Net income was $1.7 million compared to a Net income of $6.4 million in the 2025 period due to the changes noted above. Net loss as a percentage of revenue was 0.2% for the three months ended March 31, 2026 compared to 1.0% for the three months ended March 31, 2025.

Previous wording

Adjusted EBITDA increased $1.4 million for the three months ended December 31, 2025, to $53.5 million, from $52.1 million in the 2024 period. Adjusted EBITDA as a percentage of revenue was 8.7% for the three months ended December 31, 2025 and 2024, respectively. The increase in Adjusted EBITDA was primarily driven by an increase of $0.8 million, or 2.3%, in Maintenance Services Segment Adjusted EBITDA, combined with an increase of $0.6 million, or 3.4%, in Development Services Segment Adjusted EBITDA, as discussed further below in Segment Results.

Current wording

Adjusted EBITDA increased $5.6 million for the three months ended March 31, 2026, to $79.1 million, from $73.5 million in the 2025 period. Adjusted EBITDA as a percentage of revenue was 11.3% and 11.1% for the three months ended March 31, 2026 and 2025, respectively. The increase in Adjusted EBITDA was primarily driven by an increase of $13.2 million, or 23.4%, in Maintenance Services Segment Adjusted EBITDA, partially offset by a decrease of $7.6 million, or 44.2%, in Development Services Segment Adjusted EBITDA, as discussed further below in Segment Results.

Previous wording

Gross profit for the three months ended December 31, 2025 decreased $12.5 million, or 9.9%, to $114.3 million, from $126.8 million in the 2024 period. Gross margin decreased 260 basis points, to 18.6%, in the three months ended December 31, 2025, from 21.2% in the comparable 2024 period. The decreases in gross profit was primarily driven by increased depreciation expense.

Current wording

Gross profit for the six months ended March 31, 2026 decreased $22.3 million, or 8.1%, to $252.0 million, from $274.3 million in the 2025 period. Gross margin decreased 260 basis points, to 19.1%, in the six months ended March 31, 2026, from 21.7% in the comparable 2025 period. The decreases in gross profit and gross margin were primarily driven by increased depreciation expense.

Previous wording

For the three months ended December 31, 2025, Income tax benefit was $5.2 million compared to $4.2 million in the 2024 period. The increase was primarily attributable to the increase in net loss relative to the prior year.

Current wording

For the six months ended March 31, 2026, Income tax benefit was $4.6 million compared to $1.9 million in the 2025 period. The increase was primarily attributable to the change in Loss before income taxes.

Previous wording

In addition to our GAAP financial measures, we review various non-GAAP financial measures including Adjusted EBITDA, Adjusted Net (Loss) Income, Adjusted (Loss) Earnings per Share (“Adjusted EPS”) and Adjusted Free Cash Flow.

Current wording

In addition to our GAAP financial measures, we review various non-GAAP financial measures including Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings per Share (“Adjusted EPS”) and Adjusted Free Cash Flow.

Previous wording

We believe that Adjusted EBITDA, Adjusted Net (Loss) Income and Adjusted EPS are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuations from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. Adjusted Net (Loss) Income is defined as net (loss) including interest and depreciation and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions and the removal of the discrete tax items. Adjusted EPS is defined as Adjusted Net (Loss) Income divided by the (i) weighted average number of common shares outstanding used in the calculation of basic earnings per share plus (ii) shares of common stock related to the Series A Preferred Stock on an as-converted basis, assumed to be converted for the entire period. We believe that the adjustments applied in presenting Adjusted EBITDA, Adjusted Net (Loss) Income and Adjusted EPS are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future.

Current wording

We believe that Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are helpful supplemental measures to assist us and investors in evaluating our operating results as they exclude certain items whose fluctuations from period to period do not necessarily correspond to changes in the operations of our business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. Adjusted Net Income is defined as net income (loss) including interest and depreciation and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions and the removal of the discrete tax items. Adjusted EPS is defined as Adjusted Net Income divided by the (i) weighted average number of common shares outstanding used in the calculation of basic earnings per share plus (ii) shares of common stock related to the Series A Preferred Stock on an as-converted basis, assumed to be converted for the entire period. We believe that the adjustments applied in presenting Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that we do not expect to continue at the same level in the future.

Previous wording

Adjusted EBITDA, Adjusted Net (Loss) Income, Adjusted EPS and Adjusted Free Cash Flow are not recognized terms under GAAP and should not be considered as an alternative to net (loss) as a measure of financial performance or cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to the same or other similarly titled measures of other companies and can differ significantly from company to company.

Current wording

Adjusted EBITDA, Adjusted Net Income, Adjusted EPS and Adjusted Free Cash Flow are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to the same or other similarly titled measures of other companies and can differ significantly from company to company.

Previous wording

Set forth below are the reconciliations of net (loss) to Adjusted EBITDA and Adjusted Net (Loss) Income, and cash flows from operating activities to Adjusted Free Cash Flow. Adjusted EPS is defined as Adjusted Net (Loss) Income (shown below) divided by the Adjusted Weighted Average Number of Common Shares Outstanding for the period used in the calculation of basic EPS which is presented in Note 14 “(Loss) Per Share of Common Stock” in the Notes to our unaudited consolidated financial statements.

Current wording

Set forth below are the reconciliations of net income (loss) to Adjusted EBITDA and Adjusted Net Income, and cash flows from operating activities to Adjusted Free Cash Flow. Adjusted EPS is defined as Adjusted Net Income (shown below) divided by the

Previous wording

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

Current wording

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

Previous wording

Development Services net service revenues for the three months ended December 31, 2025 decreased $12.6 million, or 6.6%, compared to the 2024 period. The decrease was driven by the timing and mix of Development Services projects.

Current wording

Development Services net service revenues for the three months ended March 31, 2026 decreased $22.3 million, or 13.0%, compared to the 2025 period. The decrease was driven by the timing and mix of Development Services projects.

Previous wording

The Company is party to the Credit Agreement, a five-year revolving credit facility that, as amended, 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.

Current wording

The Company is party to the Credit Agreement, a five-year revolving credit facility that, as amended, currently matures on April 22, 2031, subject to a springing maturity date based on earlier maturing outstanding term loan indebtedness (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.

Previous wording

Net cash provided by operating activities for the three months ended December 31, 2025 decreased $24.4 million to $36.1 million, from $60.5 million in the 2024 period. This decrease was due to a decrease in cash provided by unbilled and deferred revenue and an increase in net loss. The decrease was partially offset by increases in non-cash adjustments to reconcile net loss to net cash provided by operating activities, combined with a decrease in cash used by other operating liabilities.

Current wording

Net cash provided by operating activities for the six months ended March 31, 2026 decreased $69.4 million to $82.3 million, from $151.7 million in the 2025 period. This decrease was due to a decrease in cash provided by accounts receivable and unbilled and deferred revenue. The decrease was partially offset by increases in non-cash adjustments to reconcile net loss to net cash provided by operating activities combined with a decrease in cash used by accounts payable and other operating liabilities.

Previous wording

Net cash used by investing activities decreased $3.5 million to $51.8 million for the three months ended December 31, 2025 from $55.3 million in the 2024 period. The decrease was primarily driven by a $4.0 million decrease in capital expenditures in comparison to the prior period.

Current wording

Net cash used by investing activities increased $23.4 million to $106.8 million for the six months ended March 31, 2026 from $83.4 million in the 2025 period. The increase was primarily driven by a $21.2 million increase in capital expenditures in comparison to the prior period.

Previous wording

Net cash flows used by financing activities of $21.8 million for the three months ended December 31, 2025 included repurchase of common stock and distributions of $18.8 million, repayments of finance lease obligations of $13.9 million, and Series A preferred stock dividends of $9.0 million. These uses of cash were partially offset by proceeds from our receivables financing agreement of $10.1 million and increase in book overdrafts of $9.5 million.

Current wording

Net cash flows used by financing activities of $39.9 million for the six months ended March 31, 2026 included repurchase of common stock and distributions of $33.2 million, repayments of finance lease obligations of $27.8 million, Series A preferred stock dividends of $18.1 million, and repayments under the Receivables Financing Agreement of $13.0 million. These uses of cash were partially offset by proceeds from our Receivables Financing Agreement of $45.1 million and increase in book overdrafts of $6.5 million.

Previous wording

Adjusted Free Cash Flow decreased $19.8 million to an outflow of $15.4 million for the three months ended December 31, 2025 from an inflow of $4.4 million in the 2024 period. The decrease in Adjusted Free Cash Flow was due to a decrease in net cash provided by operating activities, partially offset by a decrease in cash used for capital expenditures, each as described above.

Current wording

Adjusted Free Cash Flow decreased $91.5 million to an outflow of $24.5 million for the six months ended March 31, 2026 from an inflow of $67.0 million in the 2025 period. The decrease in Adjusted Free Cash Flow was due to a decrease in net cash provided by operating activities, combined with 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 $28.5 million to $123.3 million as of December 31, 2025, from $151.8 million as of September 30, 2025, primarily driven by a decrease in cash and cash equivalents of $37.5 million, decrease in accounts receivable of $25.4 million, decrease in unbilled revenue of $14.5 million, and an increase in deferred revenue of $14.1 million. This was partially offset by a decrease in accrued expenses and other current liabilities of $30.1 million, a decrease in accounts payable of $23.7 million, and an increase in other current assets of $9.9 million.

Current wording

Net working capital is defined as current assets less current liabilities. Net working capital decreased $34.6 million to $117.2 million as of March 31, 2026, from $151.8 million as of September 30, 2025, primarily driven by a decrease in cash and cash equivalents of $64.4 million, increase in deferred revenue of $26.4 million, and a decrease in unbilled revenue of $19.9 million. This was partially offset by an increase in accounts receivable, net of $38.9 million, a decrease in accrued expenses and other current liabilities of $17.1 million, a decrease in accounts payable of $13.4 million, and an increase in other current assets of $8.7 million.