Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Oct. 31, 2023 | Mar. 31, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | BrightView Holdings, Inc. | ||
Trading Symbol | BV | ||
Entity Central Index Key | 0001734713 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 235.3 | ||
Entity Common Stock, Shares Outstanding | 93,600,000 | ||
Entity File Number | 001-38579 | ||
Entity Tax Identification Number | 46-4190788 | ||
Entity Address, Address Line One | 980 Jolly Road | ||
Entity Address, City or Town | Blue Bell | ||
Entity Address, State or Province | PA | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Country | US | ||
Entity Address, Postal Zip Code | 19422 | ||
City Area Code | 484 | ||
Local Phone Number | 567-7204 | ||
Title of 12(b) Security | Common Stock, Par Value $0.01 Per Share | ||
Security Exchange Name | NYSE | ||
ICFR Auditor Attestation Flag | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Document Financial Statement Error Correction [Flag] | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, scheduled to be held on March 5, 2024, are i ncorporated by reference into Part III of this Report. | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Philadelphia, PA | ||
Auditor Firm ID | 34 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 67 | $ 20.1 |
Accounts receivable, net | 442.3 | 397.6 |
Unbilled revenue | 143.5 | 130.2 |
Other current assets | 89.3 | 129.2 |
Total current assets | 742.1 | 677.1 |
Property and equipment, net | 315.2 | 328.3 |
Intangible assets, net | 132.3 | 174.3 |
Goodwill | 2,021.4 | 2,008.8 |
Operating lease assets | 86.1 | 81.6 |
Other assets | 55.1 | 35.4 |
Total assets | 3,352.2 | 3,305.5 |
Current liabilities: | ||
Accounts payable | 136.2 | 151.2 |
Current portion of long-term debt | 0 | 12 |
Deferred revenue | 68.2 | 59.3 |
Current portion of self-insurance reserves | 54.8 | 45.6 |
Accrued expenses and other current liabilities | 180.2 | 193.5 |
Current portion of operating lease liabilities | 27.3 | 26.8 |
Total current liabilities | 466.7 | 488.4 |
Total long-term debt, net | 888.1 | 1,330.7 |
Deferred tax liabilities | 51.1 | 68.6 |
Self-insurance reserves | 105.1 | 101.1 |
Long-term operating lease liabilities | 65.1 | 61.3 |
Other liabilities | 34.6 | 38.6 |
Total liabilities | 1,610.7 | 2,088.7 |
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding as of September 30, 2023 and September 30, 2022 | 0 | 0 |
Common stock, $0.01 par value; 500,000,000 shares authorized; 106,600,000 and 105,700,000 shares issued and 93,600,000 and 93,000,000 shares outstanding as of September 30,2023 and September 30,2022 respectively | 1.1 | 1.1 |
Treasury stock, at cost; 13,000,000 and 12700,000 shares as of September30, 2023 and September 30, 2022, respectively | (170.4) | (168.2) |
Additional paid-in-capital | 1,530.8 | 1,509.5 |
Accumulated deficit | (135.3) | (127.6) |
Accumulated other comprehensive income | 17.1 | 2 |
Total stockholders’ equity | 1,243.3 | 1,216.8 |
Total liabilities, mezzanine equity and stockholders 'equity | 3,352.2 | 3,305.5 |
Series A Convertible Preferred Stock | ||
Mezzanine equity: | ||
convertible preferred stock | $ 498.2 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 50,000,000 | 50,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 106,600,000 | 105,700,000 |
Common stock, outstanding | 93,600,000 | 93,000,000 |
Treasury stock, shares | 13,000,000 | 12,700,000 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, issued | 500,000 | 0 |
Preferred stock, outstanding | 500,000 | 0 |
Percentage of Cumulative Dividend | 7% | 7% |
Preferred stock, Liquidation Preference | $ 503.2 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | |||
Net service revenues | $ 2,816 | $ 2,774.6 | $ 2,553.6 |
Cost of services provided | 2,137.1 | 2,099.8 | 1,902.8 |
Gross profit | 678.9 | 674.8 | 650.8 |
Selling, general and administrative expense | 533.4 | 534.9 | 508 |
Amortization expense | 44.5 | 51.5 | 52.3 |
Income from operations | 101 | 88.4 | 90.5 |
Other expense (income) | 6.7 | 15.5 | (2.7) |
Interest expense | 97.4 | 53.3 | 42.3 |
(Loss) income before income taxes | (3.1) | 19.6 | 50.9 |
Income tax expense (benefit) | 4.6 | 5.6 | 4.6 |
Net income (loss) | (7.7) | 14 | 46.3 |
Less: dividends on Series A convertible preferred shares | 3.2 | 0 | 0 |
Net (loss) income attributable to common stockholders | $ (10.9) | $ 14 | $ 46.3 |
Basic (loss) earnings per share | $ (0.12) | $ 0.14 | $ 0.44 |
Diluted (loss) earnings per share | $ (0.12) | $ 0.14 | $ 0.44 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (7.7) | $ 14 | $ 46.3 | |
Net derivative gains and other costs arising during the period, net of tax expense of $9.5; $1.7; and $0.8, respectively | [1] | 26.5 | 4.2 | 2.1 |
Reclassification of (gains) losses into net income (loss), net of tax (expense) benefit of $(0.3); $(1.2); and $5.1, respectively | (11.4) | (0.7) | 3.3 | |
Other comprehensive income | 15.1 | 3.5 | 5.4 | |
Comprehensive income | $ 7.4 | $ 17.5 | $ 51.7 | |
[1] Other costs include the effects of foreign currency translation adjustments which were immaterial during the periods presented. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net derivative gains (losses) and other costs arising during the period, net of tax expense (benefit) | $ 9.5 | $ 1.7 | $ 0.8 |
Reclassification of (gains) losses into net income (loss), net of tax (expense) benefit | $ (3.8) | $ (0.3) | $ (1.2) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity and Mezzanine Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock [Member] | Preferred Stock |
Balance at Sep. 30, 2020 | $ 1,271.5 | $ 1 | $ 1,467.8 | $ (187.9) | $ (6.9) | $ (2.5) | $ 0 |
Balance, Shares at Sep. 30, 2020 | 104.9 | 0 | |||||
Net income (loss) | 46.3 | 46.3 | |||||
Other comprehensive income, net of tax | 5.4 | 5.4 | |||||
Issuance of common stock | 1.7 | $ 0.1 | 1.6 | ||||
Issuance of common stock, Shares | 0.3 | ||||||
Equity-based compensation | 19.7 | 19.7 | |||||
Repurchase of common stock and distributions | (1.9) | (1.9) | |||||
Balance at Sep. 30, 2021 | 1,342.7 | $ 1.1 | 1,489.1 | (141.6) | (1.5) | (4.4) | $ 0 |
Balance, Shares at Sep. 30, 2021 | 105.2 | 0 | |||||
Net income (loss) | 14 | 14 | |||||
Other comprehensive income, net of tax | 3.5 | 3.5 | |||||
Issuance of common stock | 1.5 | 1.5 | |||||
Issuance of common stock, Shares | 0.5 | ||||||
Equity-based compensation | 18.9 | 18.9 | |||||
Repurchase of common stock and distributions | (163.8) | (163.8) | |||||
Balance at Sep. 30, 2022 | 1,216.8 | $ 1.1 | 1,509.5 | (127.6) | 2 | (168.2) | $ 0 |
Balance, Shares at Sep. 30, 2022 | 105.7 | 0 | |||||
Net income (loss) | (7.7) | (7.7) | |||||
Other comprehensive income, net of tax | 15.1 | 15.1 | |||||
Issuance of common stock | 2.4 | 2.4 | |||||
Issuance of common stock, Shares | 0.9 | ||||||
Equity-based compensation | 22.1 | 22.1 | (2.2) | ||||
Repurchase of common stock and distributions | (2.2) | ||||||
Issuance of Series A preferred stock, net of issuance costs | $ 495 | ||||||
Issuance of Series A preferred stock, net of issuance costs, Shares | 0.5 | ||||||
Dividends on Series A convertible preferred shares | 3.2 | 3.2 | $ 3.2 | ||||
Balance at Sep. 30, 2023 | $ 1,243.3 | $ 1.1 | $ 1,530.8 | $ (135.3) | $ 17.1 | $ (170.4) | $ 498.2 |
Balance, Shares at Sep. 30, 2023 | 106.6 | 0.5 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Cash flows from operating activities: | ||||
Net (loss) income | $ (7.7) | $ 14 | $ 46.3 | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation | 105.2 | 98.9 | 84.7 | |
Amortization of intangible assets | 44.5 | 51.5 | 52.3 | |
Amortization of financing costs and original issue discount | 3.5 | 3.7 | 3.7 | |
Loss on debt extinguishment | [1] | 8.3 | 12.6 | 0 |
Deferred taxes | (21.5) | (6.6) | 28.9 | |
Equity-based compensation | 22.1 | 18.9 | 19.7 | |
Realized (gain) loss on hedges | (15.2) | (1) | 4.6 | |
Other non-cash activities, net | (5.3) | (1.7) | (4.1) | |
Change in operating assets and liabilities: | ||||
Accounts receivable | (52.6) | (6.3) | (41.9) | |
Unbilled and deferred revenue | (5.4) | (6.9) | (25.8) | |
Other operating assets | 17.1 | (10.5) | (28.4) | |
Accounts payable and other operating liabilities | 36.9 | (59.7) | 8.4 | |
Net cash provided by operating activities | 129.9 | 106.9 | 148.4 | |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (71.3) | (107.3) | (61.2) | |
Proceeds from sale of property and equipment | 21.6 | 7.1 | 9.5 | |
Business acquisitions, net of cash acquired | (13.8) | (93.1) | (110.4) | |
Proceeds from divestitures | 0 | 0 | 2.7 | |
Other investing activities, net | 2.1 | (0.4) | 0.7 | |
Net cash (used) by investing activities | (61.4) | (193.7) | (158.7) | |
Cash flows from financing activities: | ||||
Repayments of finance lease obligations | (27.6) | (27) | (20.5) | |
Repayments of term loan | (459) | (1,006.3) | (10.4) | |
Repayments of receivables financing agreement | (554.5) | (374.4) | (24.6) | |
Repayments of revolving credit facility | (33.5) | (165) | 0 | |
Proceeds from term loan, net of issuance costs | 0 | 1,180.1 | 0 | |
Proceeds from receivables financing agreement, net of issuance costs | 549.5 | 391.7 | 34.5 | |
Proceeds from revolving credit facility | 33.5 | 165 | 0 | |
Debt issuance and prepayment costs | (1.8) | (4.6) | 0 | |
Proceeds from Issuance of Series A Preferred Stock, Net of Issuance Costs | 495 | 0 | 0 | |
Proceeds from issuance of common stock, net of share issuance costs | 1.2 | 1.6 | 1.8 | |
Repurchase of common stock and distributions | (2.2) | (163.8) | (1.9) | |
Contingent business acquisition payments | (22.1) | 0 | 0 | |
Other financing activities, net | (0.1) | (14.1) | (2) | |
Net cash (used) by financing activities | (21.6) | (16.8) | (23.1) | |
Net change in cash and cash equivalents | 46.9 | (103.6) | (33.4) | |
Cash and cash equivalents, beginning of period | 20.1 | 123.7 | 157.1 | |
Cash and cash equivalents, end of period | 67 | 20.1 | 123.7 | |
Supplemental Cash Flow Information: | ||||
Cash (received) paid for income taxes, net | (9.8) | 17.3 | 19.5 | |
Cash paid for interest, net | 82.1 | 48.7 | 40.1 | |
Series A Convertible Preferred Stock | ||||
Supplemental Cash Flow Information: | ||||
Non-cash Series A Preferred Stock dividends | $ 3.2 | $ 0 | $ 0 | |
[1] Represents losses on the extinguishment of debt related to Amendments No. 6 and No. 7 to the Credit Agreement, in the fiscal years ended September 30, 2022 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. |
Business
Business | 12 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 1. Business 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 two reportable segments: Maintenance Services and Development Services. Prior to its initial public offering completed in July 2018 (the “IPO”), the Company was a wholly-owned subsidiary of BrightView Parent L.P. (“Parent”), an affiliate of KKR & Co. Inc. (“KKR”). The Parent and Company were formed through a series of transactions entered into by KKR to acquire the Company on December 18, 2013 (the “KKR Acquisition”). The Parent was dissolved in August 2018 following the IPO. 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”) and include the accounts of the Company and its wholly-owned subsidiaries which are directly or indirectly owned by the Company. Results of acquired companies are included in the consolidated financial statements from the effective date of the acquisition. All intercompany transactions and account balances have been eliminated. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents include deposits in banks and money market funds with maturities of less than three months at the time of deposit or investment . Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reserves for all accounts that are deemed to be uncollectible and reviews its allowance for doubtful accounts regularly. The allowance is based on the age of receivables and a specific identification of receivables considered at risk, representing its best estimate of probable credit losses in existing trade accounts receivable (see Note 5 “Accounts Receivable, net”). Account balances are written off against the allowance when the potential for recovery is considered remote. Accounts receivable also includes customer balances that have been billed or are billable to the Company’s customers but will not be collected until completion of the project or as otherwise specified in the contract. These amounts generally represent 5 - 10 % of the total contract value. Property and Equipment Property and equipment is carried at cost, including the cost of labor for internal use software, less accumulated depreciation, except for those assets acquired through a business combination, in which case they have been stated at estimated fair value as of the date of the business combination, less accumulated depreciation. Costs of replacements or maintenance and repairs that do not improve or extend the life of the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets and included in Cost of services provided or Selling, general and administrative expense as appropriate. Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair values of the underlying net assets acquired in an acquisition. Goodwill is not amortized, but rather is tested annually for impairment, or more frequently if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company tests goodwill for impairment annually in the fourth quarter of each year using data as of July 1 of that year. Goodwill is allocated to, and evaluated for impairment at, the Company’s three identified reporting units. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect not to perform the qualitative assessment for some or all reporting units and perform the quantitative impairment test. The quantitative goodwill impairment test requires the Company to compare the carrying value of the reporting unit’s net assets to the estimated fair value of the reporting unit. The Company determines the estimated fair values of each of the reporting units using a combination of the income and market multiple approaches. The estimates used in each approach include significant management assumptions, including long-term future growth rates, operating margins, discount rates and future economic and market conditions. If the estimated fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, the excess of the carrying value over the estimated fair value is recorded as an impairment loss, the amount of which is not to exceed the total amount of goodwill allocated to the reporting unit. Definite-lived intangible assets consist of acquired customer contracts and relationships, non-compete agreements and trademarks. Acquired customer relationships are amortized in an accelerated pattern consistent with expected future cash flows. Non-compete agreements and trademarks are amortized straight-line over their estimated useful lives. Impairment of Long-lived Assets Property and equipment and definite-lived intangible assets are reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value. Financing Costs Financing costs, consisting of fees and other expenses associated with borrowings, are amortized over the terms of the related borrowings using the effective interest rate method (see Note 9 “Long-term Debt” ). Financing costs are presented in the Consolidated Balance Sheets as a direct reduction from the carrying amount of the related borrowings. Self-Insurance Reserves The Company carries general liability, auto liability, workers’ compensation, and employee health care insurance policies. In addition, the Company carries other reasonable and customary insurance policies for a Company of our size and scope, as well as umbrella liability insurance policies to cover claims over the liability limits contained in the primary policies. The Company’s insurance programs for general liability, vehicle liability, workers’ compensation and employee health care for certain employees contain self-insured retention amounts. Claims that are not self-insured as well as claims in excess of the self-insured retention amounts are insured. The Company uses estimates in the determination of the required reserves. These estimates are based upon calculations performed by third-party actuaries, as well as examination of historical trends, demographic factors and industry claims experience. A receivable for an insurance recovery is generally recognized when the loss has occurred and collection is considered probable (see Note 14 “Commitments and Contingencies” ). Fair value of Financial Instruments In evaluating the fair value of financial assets and liabilities, GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (“observable inputs”) and a reporting entity’s own assumptions about market data (“unobservable inputs”). Fair value is defined as the price at which an orderly transaction to sell an asset or transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability). Fair Value Hierarchy The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available: Level 1 Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates. Level 2 Significant observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources. Level 3 Significant unobservable inputs the Company believes market participants would use in pricing the asset or liability based on the best information available. The carrying amounts shown for the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of those instruments. The valuation is based on settlements of similar financial instruments, all of which are short-term in nature and are generally settled at or near cost. See Note 9 “Long-term Debt”, Note 10 “Fair Value Measurements and Derivative Instruments” and Note 16 “Mezzanine Equity” for other financial instruments subject to fair value estimates. Derivative Instruments and Hedging Activities The Company’s objective in entering into derivative transactions is to manage its exposure to interest rate movements associated with its variable rate debt and changes in fuel prices. The Company recognizes derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value. Since all of the Company’s derivatives are designated as cash flow hedges, the entire change in the fair value of the derivative included in the assessment of hedge effectiveness is initially reported in Other comprehensive income and subsequently reclassified to Interest expense (interest rate contracts) or Cost of services provided (fuel hedge contracts) in the accompanying Consolidated Statements of Operations at the time the hedge transaction affects earnings. If it is determined that a derivative is not highly effective as a hedge, or if the hedged forecasted transaction is no longer probable of occurring, the amount recognized in Accumulated other comprehensive income is released to earnings. See Note 10 “Fair Value Measurements and Derivative Instruments” for more information. Revenue Recognition 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, which is 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 services to its customers 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. 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. Revenue for landscape maintenance and snow removal services under fixed fee models is recognized over time using an output based method. Additionally, a portion of the Company’s recurring fixed fee landscape maintenance and snow removal services are recorded under the series guidance. The right to invoice practical expedient is generally applied to revenue related to per occurrence contracts as well as enhancement services. When the practical expedient is not applied, revenue is recognized using a cost-to-cost input method. Fees for contracted landscape maintenance services are typically billed on an equal monthly basis. Fees for fixed fee snow removal services are typically billed on an equal monthly basis during snow season, while fees for time and material or other activity-based snow removal services are typically billed as the services are performed. Fees for enhancement services are typically billed as the services are performed. 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. The full amount of anticipated losses on contracts is recorded as soon as such losses can be estimated. 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. When contract revenue is recognized in excess of the amount the Company has invoiced or has the right to invoice, 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 consideration that is contractually due from customers, or payments thereof, 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. Cost of Services Provided Cost of services provided represents the cost of labor, subcontractors, materials, vehicle and equipment costs (including depreciation, fuel and maintenance) and other costs directly associated with revenue generating activities. These costs are expensed as incurred. Leases The Company leases office space, branch locations, vehicles, and operating equipment. Lease agreements are evaluated to determine whether they are finance or operating leases. If substantially all of the risks and benefits of property ownership are expected to transfer to the Company, the lease qualifies as a finance lease. Finance leases are capitalized at the lower of net present value of the total amount of rent payable under the leasing agreement (utilizing the implicit borrowing rate of the Company, as applicable) or the fair market value of the leased asset. Finance lease assets are depreciated on a straight-line basis, over a period consistent with the Company’s normal depreciation policy for property and equipment, but not exceeding the lease term. Interest charges are expensed over the period of the lease in relation to the carrying value of the finance lease obligation. Equity-based Compensation The Company’s equity-based compensation consists of stock options, restricted stock awards, restricted stock units and performance stock units. The Company expenses equity-based compensation using the estimated fair value as of the grant date over the requisite service or performance period applicable to the grant. Estimates of future forfeitures are made at the date of grant and revised, if necessary, in later periods if subsequent information indicates actual forfeitures will differ from those estimates. See Note 13 “Equity Based Compensation” for more information. Income Taxes Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities, and are measured by applying enacted tax rates and laws for the taxable years in which those differences are expected to reverse. Deferred tax assets are evaluated for the estimated future tax effects of deductible temporary differences and tax operating loss carryovers. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We assess income tax positions for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those income tax positions where it is not more likely than not that a tax benefit would be sustained upon ultimate settlement with a taxing authority assumed to have full knowledge of all relevant information, the Company would record a liability for unrecognized tax benefits. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense and benefit. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Sep. 30, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements 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 Company adopted the guidance in the first quarter of fiscal 2022. The adoption of ASU 2019-12 did not have a material impact on its consolidated financial statements and disclosures. 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. 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. In December 2022, the FASB issued ASU 2022-06 to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. As of September 30, 2023, the Company was not party to any contracts, hedging relationships, or other transactions affected by reference rate reform. Business Combinations In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. The Company adopted the guidance in the first quarter of fiscal 2023. The adoption of ASU No. 2021-08 did not have a material impact on the Company’s consolidated financial statements and disclosures. |
Revenue
Revenue | 12 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 4. 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 three years in duration and are generally cancellable by the customer with 30-90 days’ notice. Snow removal services are provided on either fixed fee based contracts or per occurrence contracts. Both landscape maintenance services and snow removal services can also include enhancement services that represent supplemental maintenance or improvement services generally provided under contracts of short duration related to specific services. Revenue for landscape maintenance and snow removal services under fixed fee models is recognized over time using an output based method. Additionally, a portion of the Company’s recurring fixed fee landscape maintenance and snow removal services are recorded under the series guidance. The right to invoice practical expedient is generally applied to revenue related to landscape maintenance and snow removal services performed in relation to per occurrence contracts as well as enhancement services. When use of the practical expedient is not appropriate for these contracts, revenue is recognized using a cost-to-cost input method. Fees for contracted landscape maintenance services are typically billed on an equal monthly basis. Fees for fixed fee snow removal services are typically billed on an equal monthly basis during snow season, while fees for time and material or other activity-based snow removal services are typically billed as the services are performed. Fees for enhancement services are typically billed as the services are performed. Development Services Development Services revenues are generated primarily through landscape architecture and development services. These revenues are 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 are immaterial to current and historical operations. 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 depicts 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 15 “Segments”, the Company’s reportable segments are Maintenance Services and Development Services. Fiscal Year Ended September 30, 2023 2022 2021 Landscape Maintenance $ 1,857.5 $ 1,825.7 $ 1,698.0 Snow Removal 209.0 256.3 284.9 Maintenance Services 2,066.5 2,082.0 1,982.9 Development Services 758.0 698.8 574.9 Eliminations ( 8.5 ) ( 6.2 ) ( 4.2 ) Net service revenues $ 2,816.0 $ 2,774.6 $ 2,553.6 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 September 30, 2023, 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 $ 492.7 . The Company expects to recognize revenue on 53 % of the remaining performance obligations over the next 12 months and an additional 47 % over the 12 months thereafter. 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. There were $ 204.6 of amounts billed during the period and $ 217.9 of additions to our unbilled revenue balance during the twelve month period ended September 30, 2023. 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 fiscal year ended September 30, 2023 were as follows: Deferred Revenue Balance, September 30, 2022 $ 59.3 Recognition of revenue ( 1,171.8 ) Deferral of revenue 1,180.7 Balance, September 30, 2023 $ 68.2 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 Company does not disclose the value of unsatisfied performance obligations for (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. |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, net | 5. Accounts Receivable, net Accounts receivable of $ 442.3 and $ 397.6 , is net of an allowance for doubtful accounts of $ 5.1 and $ 4.0 and includes amounts of retention on incomplete projects to be completed within one year of $ 58.7 and $ 48.8 at September 30, 2023 and September 30, 2022 , respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net consists of the following: Useful September 30, 2023 September 30, 2022 Land — $ 44.7 $ 43.3 Buildings and leasehold improvements 2 - 40 yrs. 45.6 46.3 Operating equipment 2 - 7 yrs. 338.8 302.4 Transportation vehicles 3 - 7 yrs. 351.9 339.8 Office equipment and software 3 - 10 yrs. 68.7 75.1 Construction in progress — 7.7 5.7 Property and equipment 857.4 812.6 Less: Accumulated depreciation 542.2 484.3 Property and equipment, net $ 315.2 $ 328.3 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 $ 105.2 , $ 98.9 and $ 84.7 for the years ended September 30, 2023 , September 30, 2022 and September 30, 2021 , respectively. |
Intangible Assets, Goodwill and
Intangible Assets, Goodwill and Acquisitions | 12 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Goodwill and Acquisitions | 7. Intangible Assets, Goodwill and Acquisitions Intangible Assets Identifiable intangible assets consist of acquired customer contracts and relationships, trademarks and non-compete agreements. Amortization expense related to intangible assets was $ 44.5 , $ 51.5 and $ 52.3 for the years ended September 30, 2023, September 30, 2022 and September 30, 2021 , respectively. These assets are amortized over their estimated useful lives, the reasonableness of which are continually evaluated by the Company. The weighted average amortization periods of intangible assets acquired during the years ended September 30, 2023 and September 30, 2022 were seven years. Intangible assets as of September 30, 2023 and September 30, 2022 consisted of the following: September 30, 2023 September 30, 2022 Useful Gross Accumulated Gross Accumulated Customer relationships 6 - 21 yrs. $ 725.5 $ ( 594.1 ) $ 723.1 $ ( 550.5 ) Trademarks 12 yrs. 3.8 ( 2.9 ) 3.8 ( 2.6 ) Non-compete agreements 5 yrs. 2.7 ( 2.7 ) 2.7 ( 2.2 ) Total intangible assets $ 732.0 $ ( 599.7 ) $ 729.6 $ ( 555.3 ) Amortization expense is anticipated to be as follows in future years: Fiscal Year Ended September 30, 2024 $ 36.0 2025 29.6 2026 22.0 2027 15.2 2028 11.1 2029 and thereafter 18.4 $ 132.3 Goodwill The following is a summary of the goodwill activity for the periods ended September 30, 2022 and September 30, 2023: Maintenance Development Total Balance, September 30, 2021 1,758.0 192.8 1,950.8 Acquisitions (1) 34.7 23.3 58.0 Balance, September 30, 2022 $ 1,792.7 $ 216.1 $ 2,008.8 Acquisitions (1) 10.7 1.9 12.6 Balance, September 30, 2023 $ 1,803.4 $ 218.0 $ 2,021.4 (1) The acquisitions adjustments include the immaterial impact of foreign currency and other prior year measurement period adjustments during the respective periods. The Company performed its annual goodwill impairment assessment as of July 1, 2023 utilizing a quantitative test approach as described in Note 2 “Summary of Significant Accounting Policies”. Acquisitions During the year ended September 30, 2023 , the Company acquired, through a series of separate transactions, 100 % of the operations of three unrelated companies, all of which was allocated to Maintenance Services. The Company paid approximately $ 13.8 in aggregate consideration for the acquisitions, net of cash acquired. The Company accounted for the business combinations under the acquisition method and, accordingly, recorded the assets acquired and liabilities assumed at their estimated fair market values based on management’s preliminary estimates, with the excess allocated to goodwill. The fair values were primarily estimated using Level 3 assumptions within the fair value hierarchy, including estimated future cash flows, discount rates and other factors. The valuation process to determine fair values is not yet complete. The Company continues to refine the valuation data and estimates primarily related to unbilled revenue, property and equipment, intangible assets, net, accounts payable, accrued expenses and other current liabilities and deferred revenue and will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the acquisition date. The identifiable assets acquired were primarily customer relationship intangible assets of $ 4.0 . The amount allocated to goodwill is reflective of the benefits the Company expects to realize from anticipated synergies and the acquired assembled workforce in place. The Company expects a portion of the goodwill resulting from these acquisitions will be deductible for tax purposes. From each acquisition date through September 30, 2023, the amount of revenue of the companies acquired during fiscal 2023 included in our Consolidated Statement of Operations for the year ended September 30, 2023, was $ 16.0 . During the year ended September 30, 2022 , the Company acquired, through a series of separate transactions, 100 % of the operations of eight unrelated companies, one of which was allocated between both Maintenance Services and Development Services. The Company paid approximately $ 93.1 in aggregate consideration for the acquisitions, net of cash acquired. The Company accounted for the business combinations under the acquisition method and, accordingly, recorded the assets acquired and liabilities assumed at their estimated fair market values based on management’s preliminary estimates, with the excess allocated to goodwill. The purchase accounting related to the 2022 acquisitions was finalized during 2023. As a result of the final purchase accounting, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments resulted from updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The measurement period adjustments were not material to the Consolidated Balance Sheets as of September 30, 2023 and 2022. The fair values were primarily estimated using Level 3 assumptions within the fair value hierarchy, including estimated future cash flows, discount rates and other factors. The identifiable assets acquired were primarily customer relationships of $ 25.4 . The amount allocated to goodwill is reflective of the benefits the Company expects to realize from anticipated synergies and the acquired assembled workforce. A portion of the goodwill resulting from these acquisitions is deductible for tax purposes. From each acquisition date through September 30, 2022, the amount of revenue of the companies acquired during fiscal 2022 included in our Consolidated Statement of Operations for the year ended September 30, 2022, was $ 65.5 . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following as of: September 30, 2023 September 30, 2022 Payroll related accruals $ 52.2 $ 46.0 Accrued operating expenses 77.8 91.2 Other accruals (a) 50.2 56.3 Accrued expenses and other current liabilities $ 180.2 $ 193.5 (a) Other accruals for the fiscal year ended September 30, 2022 includes the Company’s deferral of Federal Insurance Contributions Act (FICA) payroll tax under the CARES Act. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-term Debt Long-term debt consists of the following: September 30, 2023 September 30, 2022 Series B term loan $ 731.7 $ 1,185.3 Receivables financing agreement 163.0 168.0 Financing costs, net ( 6.6 ) ( 10.6 ) Total debt, net 888.1 1,342.7 Less: Current portion of long-term debt - 12.0 Long-term debt, net $ 888.1 $ 1,330.7 First Lien credit facility term loans and Series B Term Loan due 2029 In connection with the KKR Acquisition, the Company and a group of financial institutions entered into a credit agreement (the “Credit Agreement”) dated December 18, 2013 . The Credit Agreement consisted of seven-year $ 1,460.0 term loans (“First Lien Term Loans”) and a five-year $ 210.0 revolving credit facility. All amounts outstanding under the Credit Agreement were collateralized by substantially all of the assets of the Company. On April 22, 2022, the Company entered into Amendment No. 6 to the Credit Agreement (the “Amendment Agreement”). Under the terms of the Amendment Agreement, the existing Credit Agreement was amended to provide for: (i) a $ 1,200.0 seven-year term loan (the “Series B Term Loan”) and (ii) a $ 300.0 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 either 3.25 % or 3.00 % or a base rate (“ABR”) plus a margin of either 2.25 % or 2.00 %, subject to SOFR and ABR floors of 0.50 % and 1.50 %, respectively, with the margin on the Series B Term Loan determined based on the Company’s first lien net leverage ratio. The Company used the net proceeds from the Series B Term Loan to repay all amounts outstanding under the Company’s Amended Credit Agreement. As a result of the repayment of the amounts outstanding under the Company's Amended Credit Agreement, the Company recorded a loss on debt extinguishment of $ 12.6 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 %. On August 28, 2023, the Company voluntarily repaid $ 450.0 of the amount outstanding under the Company’s Amendment Agreement. As a result of this voluntary repayment, the Company recorded a loss on debt extinguishment of $ 8.3 due to accelerated amortization of deferred financing fees and original issue discount as well as fees paid to lenders and third parties. The loss on debt extinguishment is included in the Other expense (income) line of the Consolidated Statements of Operations for the year ended September 30, 2023. On August 31, 2023, the Company entered into Amendment No. 7 to the Credit Agreement (the “Credit Agreement Amendment”). The 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 Credit Agreement Amendment. Debt repayments for the Series B Term Loan totaled $ 459.0 and $ 1,006.3 for the fiscal years ended September 30, 2023 and September 30, 2022, respectively. In addition to scheduled payments, the Company is obligated to pay a percentage of excess cash flow, as defined in the Amended Credit Agreement, as payments to principal. The percentage varies with the ratio of the Company’s debt to its cash flow. The excess cash flow calculation did not result in any accelerated payment due for the periods ended September 30, 2023, September 30, 2022, and September 30, 2021. The Amended Credit Agreement restricts the Company’s ability to, among other things, incur additional indebtedness, create liens, enter into mergers and acquisitions, dispose of assets and make distributions to its Parent without the approval of the lenders. In certain circumstances, under the Amended Credit Agreement, the Company is prohibited from making certain restricted payments, including dividends or distributions to its stockholders, subject to certain exceptions set forth in that agreement (including an exception for the making of such restricted payments up to an agreed limit, which limit is determined by a formula that takes into account consolidated net income, net cash proceeds and other amounts, in each case as described in greater detail in that agreement). The Amended Credit Agreement imposes financial covenants upon the Company with respect to leverage and interest coverage under certain circumstances. The Amended Credit Agreement contains provisions permitting the bank to accelerate the repayment of the outstanding debt under this agreement upon the occurrence of an Event of Default, as defined in the Amended Credit Agreement, including a material adverse change in the financial condition of the Company since the date of the Amended Credit Agreement. The weighted average interest rate on the Series B Term Loan was 7.82 % and 3.76 % for the years ended September 30, 2023 and September 30, 2022, respectively. The Series B Term Loan has required amortization debt repayments that are due in quarterly installments of 0.25 % of the original principal balance of the Series B Term Loans. As a result of the August 28, 2023 voluntary repayment of the amount outstanding under the Amendment Agreement, the quarterly installment payments of the remaining amount outstanding under the Series B Term Loan are no longer required. Revolving credit facility The Company has a five-year $ 300 revolving credit facility (the “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 revolving credit facility under the Credit Agreement. The Company had no outstanding balance under the Revolving Credit Facility as of September 30, 2023 and September 30, 2022. There were $ 33.5 borrowings under the facility during the year ended September 30, 2023, of which, $ 33.5 were repaid during the same period. There were $ 165.0 borrowings under the facility during the year ended September 30, 2022, of which, $ 165.0 were repaid during the same period. There is a quarterly commitment fee equal to either 0.25 % or 0.38 % of the unused balance of the Revolving Credit Facility depending on the Company’s first lien net leverage ratio. Th e Company had $ 42.6 and $ 49.1 of letters of credits issued and outstanding as of September 30, 2023 and September 30, 2022, respectively. The weighted average interest rate on the Revolving Credit Facility was 6.9 % and 2.3 % for the years ended September 30, 2023 and September 30, 2022, respectively. Receivables financing agreement On April 28, 2017, the Company, through a wholly-owned subsidiary, entered into a receivables financing agreement (the “Receivables Financing Agreement”). On June 22, 2022, the Company entered into the Third Amendment to the Receivables Financing Agreement (the “Third Amendment”) which extended the term through June 22, 2025 and increased the borrowing capacity to $ 275.0 . On August 31, 2023, the Company, entered into the Fourth Amendment to the Receivables Financing Agreement (the “Fourth Amendment”), which amends the definition of “Permitted Holders” to align with the definition of “Permitted Holders” under the Credit Agreement Amendment as defined above, as of the date of the closing of the Receivables Financing Amendment. All amounts outstanding under the Receivables Financing Agreement are collateralized by substantially all of the accounts receivable and unbilled revenue of the Company. During the year ended September 30, 2023, the Company borrowed $ 549.5 against the capacity and voluntarily repaid $ 554.5 . During the year ended September 30, 2022, the Company borrowed $ 392.0 against the capacity and voluntarily repaid $ 374.4 . The interest rate on the amounts borrowed under the Receivables Financing Agreement is established for periods of up to six months at 140 - 170 bps over SOFR depending on the Company’s leverage ratio, and a commitment fee equal to 0.4 % of the unused balance of the facility. The weighted average interest rate on the amounts borrowed under the Receivables Financing Agreement was 6.3 % and 2.4 % for the years ended September 30, 2023 and September 30, 2022, respectively. The following are the scheduled maturities of long-term debt for the next five fiscal years and thereafter, which do not include any estimated excess cash flow payments: September 30, 2024 $ - 2025 163.0 2026 - 2027 - 2028 and thereafter 738.0 Total long term debt $ 901.0 Less: Current maturities - Less: Original issue discount 6.3 Less: Financing costs 6.6 Total long term debt, net $ 888.1 The Company has estimated the fair value of its long-term debt to be approximately $ 900.1 and $ 1,317.1 as of September 30, 2023 and September 30, 2022 , respectively. Fair value is based on market bid prices around period-end (Level 2 inputs). |
Fair Value Measurements and Der
Fair Value Measurements and Derivative Instruments | 12 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Derivative Instruments | 10. Fair Value Measurements and Derivative Instruments Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability). Fair Value Hierarchy The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available: Level 1 Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates. Level 2 Significant observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources. Level 3 Significant unobservable inputs the Company believes market participants would use in pricing the asset or liability based on the best information available. The carrying amounts shown for the Company’s cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value due to the short-term maturity of those instruments. The valuation is based on settlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost. Investments held in Rabbi Trust A non-qualified deferred compensation plan is available to certain executives. Under this plan, participants may elect to defer up to 70 % of their compensation. The Company invests the deferrals in participant-selected diversified investments that are held in a Rabbi Trust and which are classified within Other assets on the Consolidated Balance Sheets. The fair value of the investments held in the Rabbi Trust is based on the quoted market prices of the underlying mutual fund investments. These investments are based on the participants’ selected investments, which represent the underlying liabilities to the participants in the non-qualified deferred compensation plan. Gains and losses on these investments are included in Other expense (income) on the Consolidated Statements of Operations. Derivatives The Company’s objective in entering into derivative transactions is to manage its exposure to interest rate movements associated with its variable rate debt and changes in fuel prices. The Company recognizes derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value. The fair values of the derivative financial instruments are determined using widely accepted valuation techniques including discounted cash flow analysis based on the expected cash flows of each derivative. Although the Company has determined that the significant inputs, such as interest yield curve and discount rate, used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s counterparties and its own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2023 and September 30, 2022, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and September 30, 2022: September 30, 2023 Carrying Value Level 1 Level 2 Level 3 Other assets: Investments held by Rabbi Trust $ 10.9 $ 10.9 $ — $ — Interest rate derivative contracts 21.3 — 21.3 — Total Assets $ 32.2 $ 10.9 $ 21.3 $ — Other liabilities: Obligation to Rabbi Trust $ 10.9 $ 10.9 $ — $ — Total Liabilities $ 10.9 $ 10.9 $ — $ — September 30, 2022 Carrying Value Level 1 Level 2 Level 3 Other assets: Investments held by Rabbi Trust $ 10.6 $ 10.6 $ — $ — Interest rate swap contracts 3.0 — 3.0 — Total Assets $ 13.6 $ 10.6 $ 3.0 $ — Other liabilities: Obligation to Rabbi Trust $ 10.6 $ 10.6 $ — $ — Total Liabilities $ 10.6 $ 10.6 $ — $ — Hedging Activities As of September 30, 2023 and September 30, 2022, the Company’s outstanding derivatives qualified as cash flow hedges. The Company assesses whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of the hedged forecasted transactions. Regression analysis is used for the hedge relationships and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. The entire change in the fair value for highly effective derivatives is reported in Other comprehensive income and subsequently reclassified into Interest expense (in the case of interest rate contracts) or Cost of services provided (in the case of fuel hedge contracts) in the Consolidated Statements of Operations when the hedged item affects earnings. If the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in Accumulated other comprehensive income is released to earnings. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. Interest Rate Contracts The Company has exposures to variability in interest rates associated with its variable interest rate debt, which includes the Series B Term Loan. As such, the Company has entered into interest rate contracts to help manage interest rate exposure by economically converting a portion of its variable-rate debt to fixed-rate debt. Effective for the periods March 18, 2016 through December 31, 2022, the Company held interest rate swaps with a notional amount of $ 500.0 . In January 2023, the Company entered into an interest rate swap agreement with a notional amount of $ 500.0 and an interest rate collar agreement with a notional amount of $ 500.0 , each effective for the period January 31, 2023 through January 31, 2028. On August 28, 2023 the Company terminated $ 400.0 of the notional amount of its outstanding interest rate collar agreement. The Company accelerated the reclassification of a gain of $ 5.2 in other comprehensive income to earnings as a result of the hedged forecasted transactions becoming probable not to occur. The notional amount of interest rate contracts were $ 600.0 and $ 500.0 at September 30, 2023 and September 30, 2022, respectively. The net deferred gain on the interest rate swaps as of September 30, 2023 of $ 7.8 , net of taxes, is expected to be recognized in Interest expense over the next 12 months. The effects on the consolidated financial statements of the interest rate contracts which were designated as cash flow hedges were as follows: Fiscal Year Ended September 30, 2023 September 30, September 30, Income (loss) recognized in Other comprehensive income $ 36.1 $ 6.1 $ ( 0.6 ) Net gain (loss) reclassified from Accumulated other 15.2 ( 0.5 ) ( 6.8 ) Fuel Swap Contracts The Company has exposures to variability in fuel pricing associated with its purchase and usage of fuel during the ordinary course of business operating a large fleet of vehicles and equipment. As such, the Company had entered into gasoline hedge contracts to help reduce its exposure to volatility in the fuel markets. As of September 30, 2023, no fuel hedge contracts were outstanding. The effects on the consolidated financial statements of the fuel swap contracts which were designated as cash flow hedges were as follows: Fiscal Year Ended September 30, 2023 September 30, September 30, Income recognized in Other comprehensive income $ — $ 0.2 $ 3.5 Net gain reclassified from Accumulated other — 1.5 2.3 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of income tax expense (benefit) are as follows: Fiscal Year Ended September 30, 2023 September 30, September 30, Current: Federal $ 22.7 $ 7.5 $ ( 28.1 ) State 3.4 4.7 3.8 Deferred: Federal ( 22.4 ) ( 3.7 ) 28.4 State ( 4.2 ) ( 2.9 ) 0.5 Valuation Allowance 5.1 — — Total income tax (benefit) expense $ 4.6 $ 5.6 $ 4.6 Income tax expense (benefit) differs from the amount computed at the federal statutory corporate tax rate as follows: Fiscal Year Ended September 30, September 30, September 30, Federal tax at statutory rate $ ( 0.7 ) $ 4.1 $ 10.7 State tax, net of federal tax (benefit) expense ( 0.8 ) 1.2 3.6 Tax effect of: Equity-based compensation 0.9 0.6 1.2 Non-deductible officers’ compensation 1.1 0.7 — Provision to return and deferred tax adjustments ( 0.8 ) ( 0.3 ) ( 0.6 ) Non-deductible promotional and entertainment expense 0.6 0.4 0.6 Fuel tax credit and other credits ( 0.7 ) ( 0.8 ) ( 0.8 ) Carryback claim, net of adjustments ( 0.8 ) ( 0.3 ) ( 10.1 ) Rate Changes 0.5 — — Valuation Allowance 5.1 — — Other, net 0.2 — — Income tax expense $ 4.6 $ 5.6 $ 4.6 The components of the Company’s net deferred tax asset and liability accounts resulting from temporary differences between the tax and financial reporting basis of assets and liabilities are as follows: September 30, September 30, Deferred tax assets: Self-insurance reserves $ 31.8 $ 30.7 Deferred compensation 2.8 3.0 Payroll related accruals 22.8 19.7 Other accrued expenses — 5.4 Allowance for doubtful accounts 1.3 1.0 Lease liabilities 23.6 22.6 Net operating loss carryforward 7.1 8.5 Business interest expense 10.4 — Other non-current deferred tax assets 4.5 3.3 Total non-current deferred tax assets 104.3 94.2 Valuation allowance ( 5.1 ) — Total deferred tax assets $ 99.2 $ 94.2 Deferred tax liabilities: Intangible assets $ 46.2 $ 47.0 Property and equipment 57.3 78.5 Deferred revenue 15.0 10.6 Prepaid assets 0.2 0.2 Lease assets 22.0 20.9 Other non-current deferred tax liabilities 6.0 0.2 Total non-current deferred tax liabilities 146.7 157.4 Total net deferred tax liabilities $ 47.5 $ 63.2 Classification on balance sheets: Other assets $ 3.6 $ 5.4 Deferred tax liabilities 51.1 68.6 The CARES Act In March 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law and included various provisions to provide additional economic relief to address the impact of the COVID-19 pandemic. Notable provisions included net operating loss carrybacks, adjustments to the interest expense limitations under the U.S Tax Code Section 163(j), increase in the charitable contributions limitation, payroll tax deferrals of the employer portion of social security tax, a portion of which was repaid during the year ended September 30, 2022 and the remainder of which was repaid in fiscal year 2023, and an employee retention credit for wages paid to an idle employee under certain circumstances resulting from the COVID-19 pandemic. The Company recorded a tax receivable of $ 39.0 and a benefit of $ 10.1 to the tax provision for the tax net operating losses incurred in 2021 from the enactment of the CARES Act, net of adjustments. The tax net operating losses have been carried back to prior years. The Company has received all but $ 8.4 of the benefit from the carryback claims as of September 30, 2023. Further, the Company previously elected to defer the employer portion of social security taxes through 2020 and has filed for the employee retention credit allowed for under the CARES Act. The Company recorded a tax credit of $ 3.3 related to the employee retention credit during the year ended September 30, 2022 and has received all but $ 1.0 as of September 30, 2023. Net Operating Losses The Company has state income tax net operating losses of $ 121.8 having varying expirations from fiscal year 2024 through an indefinite useful life. The Company believes it is more likely than not that it will be unable to utilize a portion of its deferred tax assets to offset future income and has recorded valuation allowances totaling $ 5.1 for the year ended September 30, 2023. The valuation allowances relate to separate state net operating loss and business interest expense carryforwards that are not expected to be realized. We evaluate the realization of deferred tax assets by considering such factors as the reversal of existing taxable temporary differences, expected profitability by tax jurisdiction and available carryforward periods. The extent and timing of any such reversals will influence the extent of tax benefits recognized in a particular year. Should applicable losses, credits, and deductions ultimately be realized, the resulting reduction in the valuation allowance would generally be recognized as an income tax benefit. Uncertain Income Tax Positions As of September 30, 2023 and 2022, the Company had no unrecognized tax benefits that, if recognized, would impact the Company's effective tax rate. The total amount of unrecognized tax benefits could change within the next twelve months for a number of reasons including audit settlements, tax examination activities and the recognition and measurement considerations under this guidance. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. The Company’s returns are no longer subject to U.S. federal and state tax examination for fiscal years before 2020 and 2018 , respectively. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 12. Leases The Company determines if an arrangement is a lease at the inception of the agreement. The Company determines an arrangement is a lease if it conveys the right to control the use of the asset for a period of time in exchange for consideration. The Company has operating and finance leases for branch and administrative offices, vehicles, certain machinery and equipment, and furniture. The Company’s leases have remaining lease terms from one month up to 10.4 years with one or more exercisable renewal periods and specified increases in lease payments upon exercise of the renewal options. For purposes of calculating lease liabilities, lease terms include options to extend the lease only when it is reasonably certain that the Company will exercise those options. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance, common area maintenance, and tax payments. The variable lease payments are not presented as part of the initial right-of-use asset or lease liability. The Company's lease agreements do not contain any material restrictive covenants or residual value guarantees. The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheet at September 30, 2023 and 2022: Fiscal Year Ended September 30, 2023 September 30, 2022 Operating leases: Right-of-use asset $ 86.1 $ 81.6 Current portion of lease liabilities 27.3 26.8 Lease liabilities 65.1 61.3 Total operating lease liabilities $ 92.4 $ 88.1 Finance leases: Right-of-use asset (1) $ 41.3 $ 41.9 Current portion of lease liabilities (2) 21.5 19.3 Lease liabilities (3) 21.3 22.4 Total finance lease liabilities $ 42.8 $ 41.7 (1) Included in “Property and equipment, net” in the consolidated balance sheets. (2) Included in “Accrued expenses and other liabilities” in the consolidated balance sheets. (3) Included in “Other liabilities” in the consolidated balance sheets. As most of the Company’s leases do not specifically state an implicit rate, the Company uses an incremental borrowing rate consistent with the lease term as of the lease commencement date when calculating the present value of remaining lease payments. The incremental borrowing rate reflects the cost to borrow on a securitized basis. The remaining lease term does not reflect all renewal options available to the Company, only those renewal options that the Company has assessed as reasonably certain. The weighted-average remaining lease terms and incremental borrowing rates as of September 30, 2023 and 2022 were as follows: Fiscal Year Ended September 30, 2023 September 30, 2022 Operating leases: Weighted-average remaining lease term (years) 4.7 4.6 Weighted-average incremental borrowing rate 4.0 % 3.3 % Finance leases: Weighted-average remaining lease term (years) 2.4 2.7 Weighted-average incremental borrowing rate 3.8 % 2.8 % The components of lease cost for operating and finance leases for the fiscal year ended September 30, 2023 and 2022 were as follows: Fiscal Year Ended September 30, 2023 September 30, 2022 Operating lease cost $ 32.1 $ 29.2 Finance lease cost: Amortization of right-of-use asset 27.0 20.2 Interest on lease liabilities 1.6 1.0 Total finance lease cost 28.6 21.2 Short-term lease cost 23.7 22.0 Variable lease costs not included in lease liability 3.3 2.9 Sublease income ( 0.7 ) ( 0.6 ) Total lease cost $ 87.0 $ 74.7 Supplemental cash flow information for the fiscal year ended September 30, 2023 and 2022 were as follows: Fiscal Year Ended September 30, September 30, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 28.9 $ 27.9 Operating cash flows from finance leases 1.6 1.0 Financing cash flows from finance leases 27.6 27.0 Non-cash items: Right-of-use Assets Obtained In Exchange For New Operating Liabilities 33.4 39.6 Right-of-use Assets Obtained In Exchange For New Finance Liabilities 26.3 33.3 As of September 30, 2023, the Company does not have material operating or financing leases that have not yet commenced. Maturities of operating and finance lease liabilities as of September 30, 2023 were as follows: Fiscal Year Operating Lease Finance Lease 2024 $ 30.5 $ 22.8 2025 22.4 12.3 2026 16.9 6.5 2027 11.3 3.1 2028 7.6 0.3 Thereafter 13.9 0.1 Total net lease payments 102.6 45.1 Less: Amounts representing interest 10.2 2.3 Total lease liabilities 92.4 42.8 Less: Current portion of lease liabilities ( 27.3 ) ( 21.5 ) Non-current lease liabilities $ 65.1 $ 21.3 |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 13. Equity Based Compensation Amended and Restated 2018 Omnibus Incentive Plan On June 28, 2018 (and as amended and restated on March 10, 2020), in connection with the IPO, the Company’s Board of Directors adopted, and its stockholders approved, the BrightView Holdings, Inc. 2018 Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”). The total number of shares of common stock that may be issued under the 2018 Omnibus Incentive Plan is 18,650,000 . Under 2018 Omnibus Incentive Plan, the Company may grant stock options, stock appreciation rights, restricted stock, other equity-based awards and other cash-based awards to employees, directors, officers, consultants and advisors. 2023 Employment Inducement Incentive Award Plan On September 11, 2023, the Company adopted the BrightView Holdings, Inc. 2023 Employment Inducement Incentive Award Plan (the “Inducement Plan”). Pursuant to the Inducement Plan, the Company may grant equity incentive compensation as a material inducement for certain individuals to commence employment with the Company. A total of 1,750,000 shares of common stock are reserved for grant under the Inducement Plan. Awards granted under the Inducement Plan may be in the form of non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, dividend equivalent rights and other equity-based awards, or any combination of those awards. Restricted Stock Awards A summary of the Company’s restricted stock award activity for the year ended September 30, 2023 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2022 541,000 $ 14.40 Less: Redeemed 136,000 $ 13.63 Less: Forfeited 192,000 $ 14.66 Outstanding at September 30, 2023 213,000 $ 14.66 Restricted Stock Units A summary of the Company’s restricted stock unit activity for the year ended September 30, 2023 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2022 2,285,000 $ 12.73 Granted 2,485,000 $ 7.33 Less: Vested 780,000 $ 12.07 Less: Forfeited 969,000 $ 10.05 Outstanding at September 30, 2023 3,021,000 $ 9.32 During the year ended September 30, 2023, the Company issued 2,485,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $ 7.33 per share, all of which are subject to vesting. The majority of these units vest ratably over a four-year period commencing on the grant date. Non-cash equity-based compensation expense associated with the new grants will total approximately $ 15.0 over the requisite service period. During the year ended September 30, 2023, 780,000 RSUs vested and 969,000 RSUs were forfeited. Stock Option Awards A summary of the Company’s stock option activity for the year ended September 30, 2023 is presented in the following table: Shares Weighted-Avg Purchase Price per Share Outstanding at September 30, 2022 7,489,000 $ 19.07 Less: Forfeited 3,040,000 $ 19.08 Outstanding at September 30, 2023 4,449,000 $ 19.06 Vested and exercisable at September 30, 2023 3,227,000 $ 19.28 Expected to vest after September 30, 2023 1,222,000 $ 18.48 Performance Stock Unit Awards A summary of the Company’s performance stock unit activity for the year ended September 30, 2023 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2022 403,000 $ 12.41 Granted 838,000 $ 7.48 Less: Forfeited 729,000 $ 10.20 Outstanding at September 30, 2023 512,000 $ 7.48 During the year ended September 30, 2023, the Company issued 838,000 performance stock units (“PSUs”) at a weighted average distribution price of $ 7.48 per share and a weighted average grant date fair value of $ 7.48 per share, which cliff vest at the end of the three-year service period. The number of the PSUs that vest upon completion of the performance period can range from 0 % to 200 % of the original grant, subject to certain limitations, contingent upon performance conditions. The performance condition metrics are the Company’s three-year average Adjusted EBITDA margin and compound annual growth rate of the Company’s land organic revenue. The fair value of these awards is determined based on the trading price of the company’s common shares on the date of grant. Non-cash equity-bas ed compensation expense associated with the grant is expected to be approximately $ 3.4 over the requisite service period, dependent on the achievement of the identified performance conditions.. During the year ended September 30, 2023 , no PSUs vested and 729,000 PSUs were forfeited. Valuation Assumptions The fair value of each restricted stock award, RSU, or PSU granted under the 2018 Omnibus Incentive Plan was estimated on the date of grant in accordance with the fair value provisions in ASC 718. The fair values of the RSU awards granted during the periods presented were determined based on the trading price of the company’s common shares on the date of grant. The fair value of the stock option awards granted were estimated on the date of grant using the Black-Scholes-Merton option-pricing model. The Company chose the Black-Scholes-Merton model based on its experience with the model and the determination that the model could be used to provide a reasonable estimate of the fair value of awards with terms such as those discussed above. For PSU awards subject to a market condition, the metric is the Company’s total shareholder return during the performance period relative to a pre-defined set of industry peer companies. The fair value of these awards is estimated using a Monte Carlo simulation. For PSU awards subject to a performance condition, the fair value is determined based on the trading price of the company’s common shares on the date of grant. There were no new PSU awards subject to a market condition or stock option awards granted for the year ended September 30, 2023 . The weighted-average assumptions used in the valuation of PSU awards subject to a market condition and stock option awards granted for the years ended September 30, 2022 and September 30, 2021 are presented in the table below: Fiscal Year Ended September 30, September 30, Assumptions: Risk-free interest rate 1.88 % 0.49 % Dividend yield — — Volatility factor 47.10 % 54.40 % Expected term (in years) 5.3 6.4 • Risk-free interest rate – The risk-free rate for PSU awards subject to a market condition and stock option awards granted during the periods presented above was determined by using the U.S. Treasury constant maturity rate as of the valuation date commensurate with the expected term. • Expected dividend yield – No routine common stock dividends are currently being paid by 2018 Omnibus Incentive Plan, or are expected to be paid in future periods. • Expected volatility – The expected volatility is based upon an analysis of the historical and implied volatility of the guideline companies and adjusting the volatility to take into account the differences in leverage between the Company and the guideline companies. • Expected term – The expected term represents the expected time to a liquidity event or re-capitalization. The Company estimated the expected life by considering historical exercise and termination behavior of employees and the vesting conditions of the RSUs, PSUs and stock option awards granted under 2018 Omnibus Incentive Plan. Equity-Based Compensation Expense The Company recognizes equity-based compensation expense using the estimated fair value as of the grant date over the requisite service or performance period applicable to the grant. Estimates of future forfeitures are made at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company recognized $ 22.1 , $ 18.9 and $ 19.7 in equity-based compensation expense for the years ended September 30, 2023, September 30, 2022 and September 30, 2021, respectively, included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The resulting charges increased Additional paid in capital by the same amount. Total unrecognized compensation cost was $ 23.7 , $ 36.2 and $ 25.6 as of September 30, 2023, September 30, 2022 and September 30, 2021, respectively, which is expected to be recognized over a weighted average period of 1.1 years. 2018 Employee Stock Purchase Plan The Company’s Stockholders have approved the Company’s 2018 Employee Stock Purchase Plan, (the “ESPP”). A total of 1,100,000 shares of the Company’s common stock were made available for sale under the Company’s 2018 Employee Stock Purchase Plan on October 22, 2018, of which 177,000 , 112,000 and 120,000 were issued on November 14, 2022, November 15, 2021 and November 14, 2020, respectively. An additional portion thereof is expected to be issued in November 2023. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Risk Management The Company carries general liability, auto liability, workers’ compensation, and employee health care insurance policies. In addition, the Company carries other reasonable and customary insurance policies for a Company of our size and scope, as well as umbrella liability insurance policies to cover claims over the liability limits contained in the primary policies. The Company’s insurance programs for workers’ compensation, general liability, auto liability and employee healthcare for certain employees contain self-insured retention amounts, deductibles and other coverage limits (“self-insured liability”). Claims that are not self-insured as well as claims in excess of the self-insured liability amounts are insured. The Company uses estimates in the determination of the required reserves. These estimates are based upon calculations performed by third-party actuaries, as well as examination of historical trends, and industry claims experience. The Company’s reserve for unpaid and incurred but not reported claims under these programs at September 30, 2023 was $ 159.9 , of which $ 54.8 was classified in current liabilities and $ 105.1 was classified in non-current liabilities in the accompanying Consolidated Balance Sheet. The Company’s reserve for unpaid and incurred but not reported claims under these programs at September 30, 2022 was $ 146.7 , of which $ 45.6 was classified in current liabilities and $ 101.1 was classified in non-current liabilities in the accompanying Consolidated Balance Sheet. While the ultimate amount of these claims is dependent on future developments, in management’s opinion, recorded reserves are adequate to cover these claims. The Company’s reserve for unpaid and incurred but not reported claims at September 30, 2023 includes $ 18.1 related to claims recoverable from third-party insurance carriers. Corresponding assets of $ 5.3 and $ 12.8 are recorded at September 30, 2023, as Other current assets and Other assets, respectively. The Company’s reserve for unpaid and incurred but not reported claims at September 30, 2022 includes $ 17.9 related to claims recoverable from third party insurance carriers. Corresponding assets of $ 5.1 and $ 12.8 were recorded at September 30, 2022, as Other current assets and Other assets, respectively. Litigation Contingency From time to time, the Company is subject to legal proceedings and claims in the ordinary course of its business, principally claims made alleging injuries (including vehicle and general liability matters as well as workers’ compensation and property casualty claims). Such claims, even if lacking merit, can result in expenditures of significant financial and managerial resources. In the ordinary course of its business, the Company is also subject to claims involving current and/or former employees and disputes involving commercial and regulatory matters. Regulatory matters include, among other things, audits and reviews of local and federal tax compliance, safety and employment practices. Although the process of resolving regulatory matters and claims through litigation and other means is inherently uncertain, the Company is not aware of any such matter, legal proceeding or claim that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, and results of operations or cash flows. For all legal matters, an estimated liability is established in accordance with the loss contingencies accounting guidance. This estimated liability is included in Accrued expenses and other current liabilities in the accompanying Consolidated Balance Sheets. |
Segments
Segments | 12 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segments | 15. Segments The operations of the Company are conducted through two operating segments, Maintenance Services and Development Services, which are also its reportable segments. Maintenance Services primarily consists of recurring landscape maintenance services and snow removal services as well as supplemental landscape enhancement services. Development Services primarily consists of landscape architecture and development services for new construction and large scale redesign projects. The operating segments identified above are determined based on the services provided, and they reflect the manner in which operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess performance. The CODM is the Company’s Chief Executive Officer. The CODM evaluates the performance of the Company’s operating segments based upon Net Service Revenues, Adjusted EBITDA and Capital Expenditures. Management uses Adjusted EBITDA to evaluate performance and profitability of each operating segment. The accounting policies of the segments are the same as those described in Note 2 “Summary of Significant Accounting Policies” Corporate includes corporate executive compensation, finance, legal and information technology which are not allocated to the segments. Eliminations represent eliminations of intersegment revenues. The Company does not currently provide asset information by segment, as this information is not used by management when allocating resources or evaluating performance. The following is a summary of certain financial data for each of the segments: Fiscal Year Ended September 30, 2023 September 30, 2022 September 30, 2021 Maintenance Services $ 2,066.5 $ 2,082.0 $ 1,982.9 Development Services 758.0 698.8 574.9 Eliminations ( 8.5 ) ( 6.2 ) ( 4.2 ) Net Service Revenues $ 2,816.0 $ 2,774.6 $ 2,553.6 Maintenance Services $ 277.9 $ 278.8 $ 299.6 Development Services 82.8 73.7 65.2 Corporate ( 62.0 ) ( 64.6 ) ( 62.5 ) Adjusted EBITDA (1) $ 298.7 $ 287.9 $ 302.3 Maintenance Services $ 56.1 $ 82.9 $ 52.4 Development Services 8.2 12.5 6.2 Corporate 7.0 11.9 2.6 Capital Expenditures $ 71.3 $ 107.3 $ 61.2 (1) Presented below is a reconciliation of Net (loss) income to Adjusted EBITDA: Fiscal Year Ended September 30, 2023 September 30, 2022 September 30, 2021 Net (loss) income $ ( 7.7 ) $ 14.0 $ 46.3 Interest expense 97.4 53.3 42.3 Income tax (benefit) provision 4.6 5.6 4.6 Depreciation expense 105.2 98.9 84.7 Amortization expense 44.5 51.5 52.3 Business transformation and integration costs (a) 23.7 21.5 28.5 Offering-related expenses (b) — 0.1 0.6 Equity-based compensation (c) 22.3 19.0 20.0 COVID-19 related expenses (d) 0.4 11.4 23.0 Debt extinguishment (e) 8.3 12.6 — Adjusted EBITDA $ 298.7 $ 287.9 $ 302.3 (a) Business transformation and integration costs consist of (i) severance and related costs; (ii) business integration costs and (iii) information technology infrastructure, transformation and other costs. Fiscal Year Ended (in millions) September 30, 2023 September 30, 2022 September 30, 2021 Severance and related costs (f) $ 8.9 $ 1.6 $ 0.3 Business integration (g) 6.2 8.2 14.0 IT infrastructure, transformation, and other (h) 8.6 11.7 14.2 Business transformation and integration costs $ 23.7 $ 21.5 $ 28.5 (b) Represents transaction related expenses incurred for completed or contemplated subsequent registration statements. (c) Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding . (d) Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment, cleaning and supply purchases, and other. Additionally, fiscal year 2022 includes refunds related to employee retention credits allowed under the CARES Act. (e) Represents losses on the extinguishment of debt related to Amendments No. 6 and No. 7 to the Credit Agreement, in the fiscal years ended September 30, 2022 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. (f) Represents severance and related costs including expenses incurred in connection with the Company’s CEO transition. (g) 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 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. (h) 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. |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Mezzanine Equity | 16. Mezzanine Equity Series A Convertible Preferred Stock On August 28, 2023 (the “Original Issuance Date”), BrightView Holdings, Inc. entered into an Investment Agreement with each of Birch Equity Holdings, LP, a Delaware limited partnership, and Birch-OR Equity Holdings, LLC, a Delaware limited liability company (collectively, the “Investors”), pursuant to which the Company issued and sold, in a private placement, an aggregate of 500,000 shares of the Company’s Series A Convertible Preferred Stock, par value $ 0.01 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $ 500.0 (the “Issuance”), excluding issuance costs. The Series A Preferred Stock was recorded at that amount, net of issuance costs of $ 5.0 , in the Company’s consolidated balance sheets and statement of changes in stockholders’ equity and mezzanine equity. Mezzanine Classification The Series A Preferred Stock is redeemable in the event of certain change of control events involving the Company. S99-3A(2) of the SEC’s Accounting Series Release No. 268 (“ASR 268”) requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Preferred securities that are mandatorily redeemable are required to be classified by the issuer as liabilities whereas under ASR 268 guidance an issuer should classify a preferred security whose redemption is contingent on an event not entirely in control of the issuer as mezzanine equity. The Series A Preferred Stock is not mandatorily redeemable, however, a change in control is not solely in control of the Company, accordingly, the Company determined that mezzanine treatment is appropriate for the Series A and has presented it as such in our consolidated balance sheets and statement of changes in stockholders’ equity and mezzanine equity, as of and for the year ended September 30, 2023. Liquidation Preference The Series A Preferred Stock will rank senior to the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The aggregate liquidation preference of the Series A Preferred Stock was $ 503.2 as of September 30, 2023. Dividends Holders of the Series A Preferred Stock are entitled to a dividend at the rate of 7.0 % per annum, compounding quarterly, paid in kind or paid in cash, at the Company’s election. Dividends paid in kind are measured at fair value. For any quarter in which the Company elects not to pay the dividend in cash, such dividend will become part of the liquidation preference of each such share of Series A Preferred Stock as of the applicable dividend payment date. Shares of the Series A Preferred Stock also entitle the holder to participate in any dividends paid on the Common Stock on an as-converted basis. During the year ended September 30, 2023 , the Company paid in-kind dividends of $ 3.2 in the aggregate on the Series A Preferred Stock which increased the aggregate liquidation preference of the Series A Preferred Stock by the same amount. There were no dividends issued to common stockholders during the years ended September 30, 2023 and 2022. Voting The Series A Preferred Stock will be entitled to vote with the holders of the Common Stock on an as-converted basis (subject to the conversion limitations set forth in the Certificate of Designations of the Series A Preferred Stock (the “Certificate of Designations”)). Holders of the Series A Preferred Stock will be entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that have an adverse effect on the Series A Preferred Stock, authorizations or issuances by the Company of securities that are senior to, or equal in priority with, the Series A Preferred Stock, increases or decreases in the number of authorized shares of Series A Preferred Stock after the Issuance, certain mergers or consolidations of the Company and certain restricted acquisitions. Notwithstanding the foregoing, pursuant to the terms of the Certificate of Designations, in no event shall the Series A Preferred Stock have voting rights in excess of 49 % (together with any shares of Common Stock otherwise held by the Investors, permitted transferees and their affiliates) of the then issued and outstanding Common Stock. Redemption At any time on or after the fourth anniversary of the Original Issuance Date, the Company may redeem (the “Company Redemption Right”), ratably, in whole (or, so long as the Company reasonably determines in good faith (taking into account solely the holders’ ownership of the Series A Preferred Stock and ownership of any Common Stock received in connection with the conversion of such Series A Preferred Stock) that such partial redemption of Series A Preferred Stock will be treated as a sale or exchange for United States federal income tax purposes pursuant to Section 302(b) of the Internal Revenue Code of 1986, in part), the shares of Series A Preferred Stock of any holder outstanding at such time at a redemption price per share of Series A Preferred Stock equal to the following: (A) if the applicable redemption date is on or after the fourth anniversary of the Original Issuance Date and before the fifth anniversary of the Original Issuance Date, the greater of (1) the product of (x) the sum of (I) the liquidation preference of such shares of Series A Preferred Stock to be redeemed, plus (II) the accrued dividends in respect of such share of Series A Preferred Stock to be redeemed as of such redemption date, multiplied by (y) 105% and (2) the volume weighted average price (“VWAP”) of the average of the Common Stock for each of the 10 consecutive full trading days ending on, and including, the trading day immediately preceding such day of measurement, adjusted pursuant to the Certificate of Designations (the “Current Market Price”) as of such redemption date of the Common Stock into which such shares of Series A Preferred Stock could be converted on an as converted basis; (B) if the applicable redemption date is on or after the fifth anniversary of the Original Issuance Date and before the sixth anniversary of the Original Issuance Date, the greater of (1) the product of (x) the sum of (I) the liquidation preference of such share of Series A Preferred Stock to be redeemed, plus (II) the accrued dividends in respect of such share of Series A Preferred Stock to be redeemed, multiplied by (y) 103% and (2) the Current Market Price as of such redemption date of the Common Stock into which such shares of Series A Preferred Stock could be converted on an as converted basis; and (C) if the applicable redemption date is on or after the sixth anniversary of the Original Issuance Date, the greater of (1) the product of (x) the sum of (I) the liquidation preference of such share of Series A Preferred Stock to be redeemed, plus (II) the accrued dividends in respect of such share of Series A Preferred Stock to be redeemed , multiplied by (y) 100% and (2) the Current Market Price as of such redemption date of the Common Stock into which such shares of Series A Preferred Stock could be converted on an as converted basis. Notwithstanding the foregoing, the Company will not exercise the Company Redemption Right, or otherwise send a notice of company redemption, in respect of the redemption of any Series A Preferred Stock unless the Company has sufficient funds legally available to fully pay the redemption price in respect of all shares of Series A Preferred Stock called for redemption. Change in Control Redemption Upon certain change of control events involving the Company, the holders of Series A Preferred Stock may, at such holder’s election, convert all or a portion of its shares of Series A Preferred Stock, provided that if the holder does not make such an election with respect to all of its shares of Series A Preferred Stock, the Company shall redeem all of such holder’s shares of Series A Preferred Stock that have not been so converted at a purchase price per share of Series A Preferred Stock, payable in cash equal to the greater of (A) the sum of the liquidation preference thereof, plus any accrued dividends as of the applicable change of control purchase date and (B) the amount of cash and the fair market value of any other property that the holder would have received if such holder had converted their Series A Preferred Stock into Common Stock immediately prior to the change of control (without regard to any limitations on conversions set forth in the Certificate of Designations. Conversion The Series A Preferred Stock is convertible, in whole or in part, at the option of the holders (subject to the conversion limitation set forth in the Certificate of Designations) into shares of Common Stock at an initial conversion rate of 105.9322 shares of Common Stock per share of Series A Preferred Stock. At any time after the third anniversary of the Original Issuance Date, if (i) the VWAP of the Common Stock exceeds $ 18.88 (the “Mandatory Conversion Price”), for at least 20 trading days in any period of 30 consecutive trading days and (ii) either (x) the Common Stock VWAP is greater than the Mandatory Conversion Price on the trading day immediately prior to the date the Company sends the applicable notice of mandatory conversion or (y) the Company has not filed a press release or report under the Securities Exchange Act of 1934, as amended, between the last trading day in such 30 day trading period and the date the Company sends the applicable notice of mandatory conversion, then the Company may elect to convert all or any portion of the Series A Preferred Stock into the relevant number of shares of Common Stock. Notwithstanding the foregoing, pursuant to the terms of the Certificate of Designations, in no event shall the Series A Preferred Stock be convertible into Common Stock in a manner that would result in the Investors, their permitted transferees and affiliates holding more than 49 % (together with any shares of Common Stock otherwise held by the Investors, permitted transferees and their affiliates) of the then issued and outstanding Common Stock. The calculations of earnings per share for all periods presented herein during which the Series A Preferred Stock was outstanding do not treat conversion of the Series A Preferred Stock as if it had occurred, as the effect of conversion would be anti-dilutive. As of September 30, 2023 , the Series A Preferred Stock is not probable of becoming redeemable as the most likely method of settlement is through conversion which is likely to occur before the holder right to request redemption becomes exercisable. |
(Loss) Earnings Per Share of Co
(Loss) Earnings Per Share of Common Stock | 12 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share of Common Stock | 17. (Loss) Earnings Per Share of Common Stock The Company calculates basic and diluted (loss) earnings per common share using the two-class method. The two-class method is an allocation formula that determines net (loss) income per common share for each share of common stock and Series A Convertible Preferred Stock, a participating security, according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and Series A Convertible Preferred Stock based on their respective rights to receive dividends. The holders of Series A Convertible Preferred Stock participate in cash dividends that the Company pays on its common stock in an as-converted basis. Diluted net (loss) income per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not antidilutive. Potential common shares consist of unvested and unexercised stock compensation awards and the Series A Convertible Preferred Stock, using the more dilutive of either the two-class method or if-converted stock method. Set forth below is a reconciliation of the numerator and denominator for basic and diluted (loss) earnings per share calculation for the periods indicated: Fiscal Year Ended September 30, September 30, September 30, Basic (loss) earnings per common share Numerator: Net (loss) income $ ( 7.7 ) $ 14.0 $ 46.3 Dividends on Series A convertible preferred stock ( 3.2 ) — — Earnings allocated to Convertible Preferred Stock — — — Net (loss) income attributable to common stockholders – basic $ ( 10.9 ) $ 14.0 $ 46.3 Denominator: Weighted average number of common shares outstanding – basic 93,412,000 97,898,000 105,183,000 Basic (loss) earnings per share $ ( 0.12 ) $ 0.14 $ 0.44 Diluted (loss) earnings per common share Numerator: Net (loss) income available to common shareholders – diluted $ ( 10.9 ) $ 14.0 $ 46.3 Denominator: Weighted average number of common shares outstanding – basic 93,412,000 97,898,000 105,183,000 Dilutive effect of: Stock compensation awards — 263,000 507,000 Series A convertible preferred stock — — — Weighted average number of common shares outstanding – diluted 93,412,000 98,161,000 105,690,000 Diluted (loss) earnings per share $ ( 0.12 ) $ 0.14 $ 0.44 Other Information: Weighted average number of anti-dilutive options, restricted 9,656,000 5,010,000 7,452,000 (a) Weighted average number of anti-dilutive options is based upon the average closing price of the Company’s common stock on the NYSE for the period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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”) and include the accounts of the Company and its wholly-owned subsidiaries which are directly or indirectly owned by the Company. Results of acquired companies are included in the consolidated financial statements from the effective date of the acquisition. All intercompany transactions and account balances have been eliminated. |
Use of Estimates | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include deposits in banks and money market funds with maturities of less than three months at the time of deposit or investment . |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reserves for all accounts that are deemed to be uncollectible and reviews its allowance for doubtful accounts regularly. The allowance is based on the age of receivables and a specific identification of receivables considered at risk, representing its best estimate of probable credit losses in existing trade accounts receivable (see Note 5 “Accounts Receivable, net”). Account balances are written off against the allowance when the potential for recovery is considered remote. Accounts receivable also includes customer balances that have been billed or are billable to the Company’s customers but will not be collected until completion of the project or as otherwise specified in the contract. These amounts generally represent 5 - 10 % of the total contract value. |
Property and Equipment | Property and Equipment Property and equipment is carried at cost, including the cost of labor for internal use software, less accumulated depreciation, except for those assets acquired through a business combination, in which case they have been stated at estimated fair value as of the date of the business combination, less accumulated depreciation. Costs of replacements or maintenance and repairs that do not improve or extend the life of the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets and included in Cost of services provided or Selling, general and administrative expense as appropriate. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair values of the underlying net assets acquired in an acquisition. Goodwill is not amortized, but rather is tested annually for impairment, or more frequently if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company tests goodwill for impairment annually in the fourth quarter of each year using data as of July 1 of that year. Goodwill is allocated to, and evaluated for impairment at, the Company’s three identified reporting units. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. The Company may elect not to perform the qualitative assessment for some or all reporting units and perform the quantitative impairment test. The quantitative goodwill impairment test requires the Company to compare the carrying value of the reporting unit’s net assets to the estimated fair value of the reporting unit. The Company determines the estimated fair values of each of the reporting units using a combination of the income and market multiple approaches. The estimates used in each approach include significant management assumptions, including long-term future growth rates, operating margins, discount rates and future economic and market conditions. If the estimated fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, the excess of the carrying value over the estimated fair value is recorded as an impairment loss, the amount of which is not to exceed the total amount of goodwill allocated to the reporting unit. Definite-lived intangible assets consist of acquired customer contracts and relationships, non-compete agreements and trademarks. Acquired customer relationships are amortized in an accelerated pattern consistent with expected future cash flows. Non-compete agreements and trademarks are amortized straight-line over their estimated useful lives. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Property and equipment and definite-lived intangible assets are reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value. |
Financing Costs | Financing Costs Financing costs, consisting of fees and other expenses associated with borrowings, are amortized over the terms of the related borrowings using the effective interest rate method (see Note 9 “Long-term Debt” ). Financing costs are presented in the Consolidated Balance Sheets as a direct reduction from the carrying amount of the related borrowings. |
Self-Insurance Reserves | Self-Insurance Reserves The Company carries general liability, auto liability, workers’ compensation, and employee health care insurance policies. In addition, the Company carries other reasonable and customary insurance policies for a Company of our size and scope, as well as umbrella liability insurance policies to cover claims over the liability limits contained in the primary policies. The Company’s insurance programs for general liability, vehicle liability, workers’ compensation and employee health care for certain employees contain self-insured retention amounts. Claims that are not self-insured as well as claims in excess of the self-insured retention amounts are insured. The Company uses estimates in the determination of the required reserves. These estimates are based upon calculations performed by third-party actuaries, as well as examination of historical trends, demographic factors and industry claims experience. A receivable for an insurance recovery is generally recognized when the loss has occurred and collection is considered probable (see Note 14 “Commitments and Contingencies” ). |
Fair value of Financial Instruments | Fair value of Financial Instruments In evaluating the fair value of financial assets and liabilities, GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (“observable inputs”) and a reporting entity’s own assumptions about market data (“unobservable inputs”). Fair value is defined as the price at which an orderly transaction to sell an asset or transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability). Fair Value Hierarchy The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available: Level 1 Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates. Level 2 Significant observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources. Level 3 Significant unobservable inputs the Company believes market participants would use in pricing the asset or liability based on the best information available. The carrying amounts shown for the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturity of those instruments. The valuation is based on settlements of similar financial instruments, all of which are short-term in nature and are generally settled at or near cost. See Note 9 “Long-term Debt”, Note 10 “Fair Value Measurements and Derivative Instruments” and Note 16 “Mezzanine Equity” for other financial instruments subject to fair value estimates. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company’s objective in entering into derivative transactions is to manage its exposure to interest rate movements associated with its variable rate debt and changes in fuel prices. The Company recognizes derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value. Since all of the Company’s derivatives are designated as cash flow hedges, the entire change in the fair value of the derivative included in the assessment of hedge effectiveness is initially reported in Other comprehensive income and subsequently reclassified to Interest expense (interest rate contracts) or Cost of services provided (fuel hedge contracts) in the accompanying Consolidated Statements of Operations at the time the hedge transaction affects earnings. If it is determined that a derivative is not highly effective as a hedge, or if the hedged forecasted transaction is no longer probable of occurring, the amount recognized in Accumulated other comprehensive income is released to earnings. See Note 10 “Fair Value Measurements and Derivative Instruments” for more information. |
Revenue Recognition | Revenue Recognition 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, which is 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 services to its customers 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. 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. Revenue for landscape maintenance and snow removal services under fixed fee models is recognized over time using an output based method. Additionally, a portion of the Company’s recurring fixed fee landscape maintenance and snow removal services are recorded under the series guidance. The right to invoice practical expedient is generally applied to revenue related to per occurrence contracts as well as enhancement services. When the practical expedient is not applied, revenue is recognized using a cost-to-cost input method. Fees for contracted landscape maintenance services are typically billed on an equal monthly basis. Fees for fixed fee snow removal services are typically billed on an equal monthly basis during snow season, while fees for time and material or other activity-based snow removal services are typically billed as the services are performed. Fees for enhancement services are typically billed as the services are performed. 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. The full amount of anticipated losses on contracts is recorded as soon as such losses can be estimated. 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. When contract revenue is recognized in excess of the amount the Company has invoiced or has the right to invoice, 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 consideration that is contractually due from customers, or payments thereof, 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. |
Cost of Services Provided | Cost of Services Provided Cost of services provided represents the cost of labor, subcontractors, materials, vehicle and equipment costs (including depreciation, fuel and maintenance) and other costs directly associated with revenue generating activities. These costs are expensed as incurred. |
Leases | Leases The Company leases office space, branch locations, vehicles, and operating equipment. Lease agreements are evaluated to determine whether they are finance or operating leases. If substantially all of the risks and benefits of property ownership are expected to transfer to the Company, the lease qualifies as a finance lease. Finance leases are capitalized at the lower of net present value of the total amount of rent payable under the leasing agreement (utilizing the implicit borrowing rate of the Company, as applicable) or the fair market value of the leased asset. Finance lease assets are depreciated on a straight-line basis, over a period consistent with the Company’s normal depreciation policy for property and equipment, but not exceeding the lease term. Interest charges are expensed over the period of the lease in relation to the carrying value of the finance lease obligation. |
Equity-based Compensation | Equity-based Compensation The Company’s equity-based compensation consists of stock options, restricted stock awards, restricted stock units and performance stock units. The Company expenses equity-based compensation using the estimated fair value as of the grant date over the requisite service or performance period applicable to the grant. Estimates of future forfeitures are made at the date of grant and revised, if necessary, in later periods if subsequent information indicates actual forfeitures will differ from those estimates. See Note 13 “Equity Based Compensation” for more information. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities, and are measured by applying enacted tax rates and laws for the taxable years in which those differences are expected to reverse. Deferred tax assets are evaluated for the estimated future tax effects of deductible temporary differences and tax operating loss carryovers. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We assess income tax positions for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those income tax positions where it is not more likely than not that a tax benefit would be sustained upon ultimate settlement with a taxing authority assumed to have full knowledge of all relevant information, the Company would record a liability for unrecognized tax benefits. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense and benefit. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Reportable Segment Revenues, Disaggregated by 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 depicts 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 15 “Segments”, the Company’s reportable segments are Maintenance Services and Development Services. Fiscal Year Ended September 30, 2023 2022 2021 Landscape Maintenance $ 1,857.5 $ 1,825.7 $ 1,698.0 Snow Removal 209.0 256.3 284.9 Maintenance Services 2,066.5 2,082.0 1,982.9 Development Services 758.0 698.8 574.9 Eliminations ( 8.5 ) ( 6.2 ) ( 4.2 ) Net service revenues $ 2,816.0 $ 2,774.6 $ 2,553.6 |
Schedule of Contract Balances | Changes in Deferred revenue for the fiscal year ended September 30, 2023 were as follows: Deferred Revenue Balance, September 30, 2022 $ 59.3 Recognition of revenue ( 1,171.8 ) Deferral of revenue 1,180.7 Balance, September 30, 2023 $ 68.2 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: Useful September 30, 2023 September 30, 2022 Land — $ 44.7 $ 43.3 Buildings and leasehold improvements 2 - 40 yrs. 45.6 46.3 Operating equipment 2 - 7 yrs. 338.8 302.4 Transportation vehicles 3 - 7 yrs. 351.9 339.8 Office equipment and software 3 - 10 yrs. 68.7 75.1 Construction in progress — 7.7 5.7 Property and equipment 857.4 812.6 Less: Accumulated depreciation 542.2 484.3 Property and equipment, net $ 315.2 $ 328.3 |
Intangible Assets, Goodwill a_2
Intangible Assets, Goodwill and Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of September 30, 2023 and September 30, 2022 consisted of the following: September 30, 2023 September 30, 2022 Useful Gross Accumulated Gross Accumulated Customer relationships 6 - 21 yrs. $ 725.5 $ ( 594.1 ) $ 723.1 $ ( 550.5 ) Trademarks 12 yrs. 3.8 ( 2.9 ) 3.8 ( 2.6 ) Non-compete agreements 5 yrs. 2.7 ( 2.7 ) 2.7 ( 2.2 ) Total intangible assets $ 732.0 $ ( 599.7 ) $ 729.6 $ ( 555.3 ) |
Schedule of Future Amortization Expense | Amortization expense is anticipated to be as follows in future years: Fiscal Year Ended September 30, 2024 $ 36.0 2025 29.6 2026 22.0 2027 15.2 2028 11.1 2029 and thereafter 18.4 $ 132.3 |
Summary of Goodwill | The following is a summary of the goodwill activity for the periods ended September 30, 2022 and September 30, 2023: Maintenance Development Total Balance, September 30, 2021 1,758.0 192.8 1,950.8 Acquisitions (1) 34.7 23.3 58.0 Balance, September 30, 2022 $ 1,792.7 $ 216.1 $ 2,008.8 Acquisitions (1) 10.7 1.9 12.6 Balance, September 30, 2023 $ 1,803.4 $ 218.0 $ 2,021.4 (1) The acquisitions adjustments include the immaterial impact of foreign currency and other prior year measurement period adjustments during the respective periods. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following as of: September 30, 2023 September 30, 2022 Payroll related accruals $ 52.2 $ 46.0 Accrued operating expenses 77.8 91.2 Other accruals (a) 50.2 56.3 Accrued expenses and other current liabilities $ 180.2 $ 193.5 (a) Other accruals for the fiscal year ended September 30, 2022 includes the Company’s deferral of Federal Insurance Contributions Act (FICA) payroll tax under the CARES Act. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following: September 30, 2023 September 30, 2022 Series B term loan $ 731.7 $ 1,185.3 Receivables financing agreement 163.0 168.0 Financing costs, net ( 6.6 ) ( 10.6 ) Total debt, net 888.1 1,342.7 Less: Current portion of long-term debt - 12.0 Long-term debt, net $ 888.1 $ 1,330.7 |
Scheduled Maturities of Long-Term Debt | The following are the scheduled maturities of long-term debt for the next five fiscal years and thereafter, which do not include any estimated excess cash flow payments: September 30, 2024 $ - 2025 163.0 2026 - 2027 - 2028 and thereafter 738.0 Total long term debt $ 901.0 Less: Current maturities - Less: Original issue discount 6.3 Less: Financing costs 6.6 Total long term debt, net $ 888.1 |
Fair Value Measurements and D_2
Fair Value Measurements and Derivative Instruments (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments Gain Loss [Line Items] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and September 30, 2022: September 30, 2023 Carrying Value Level 1 Level 2 Level 3 Other assets: Investments held by Rabbi Trust $ 10.9 $ 10.9 $ — $ — Interest rate derivative contracts 21.3 — 21.3 — Total Assets $ 32.2 $ 10.9 $ 21.3 $ — Other liabilities: Obligation to Rabbi Trust $ 10.9 $ 10.9 $ — $ — Total Liabilities $ 10.9 $ 10.9 $ — $ — September 30, 2022 Carrying Value Level 1 Level 2 Level 3 Other assets: Investments held by Rabbi Trust $ 10.6 $ 10.6 $ — $ — Interest rate swap contracts 3.0 — 3.0 — Total Assets $ 13.6 $ 10.6 $ 3.0 $ — Other liabilities: Obligation to Rabbi Trust $ 10.6 $ 10.6 $ — $ — Total Liabilities $ 10.6 $ 10.6 $ — $ — |
Interest Rate Contracts | |
Derivative Instruments Gain Loss [Line Items] | |
Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges | The effects on the consolidated financial statements of the interest rate contracts which were designated as cash flow hedges were as follows: Fiscal Year Ended September 30, 2023 September 30, September 30, Income (loss) recognized in Other comprehensive income $ 36.1 $ 6.1 $ ( 0.6 ) Net gain (loss) reclassified from Accumulated other 15.2 ( 0.5 ) ( 6.8 ) |
Fuel Swap Contracts | |
Derivative Instruments Gain Loss [Line Items] | |
Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges | The effects on the consolidated financial statements of the fuel swap contracts which were designated as cash flow hedges were as follows: Fiscal Year Ended September 30, 2023 September 30, September 30, Income recognized in Other comprehensive income $ — $ 0.2 $ 3.5 Net gain reclassified from Accumulated other — 1.5 2.3 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: Fiscal Year Ended September 30, 2023 September 30, September 30, Current: Federal $ 22.7 $ 7.5 $ ( 28.1 ) State 3.4 4.7 3.8 Deferred: Federal ( 22.4 ) ( 3.7 ) 28.4 State ( 4.2 ) ( 2.9 ) 0.5 Valuation Allowance 5.1 — — Total income tax (benefit) expense $ 4.6 $ 5.6 $ 4.6 |
Schedule of Income Tax Expense (Benefit) Differs from Amount Computed at Federal Statutory Corporate Tax Rate | Income tax expense (benefit) differs from the amount computed at the federal statutory corporate tax rate as follows: Fiscal Year Ended September 30, September 30, September 30, Federal tax at statutory rate $ ( 0.7 ) $ 4.1 $ 10.7 State tax, net of federal tax (benefit) expense ( 0.8 ) 1.2 3.6 Tax effect of: Equity-based compensation 0.9 0.6 1.2 Non-deductible officers’ compensation 1.1 0.7 — Provision to return and deferred tax adjustments ( 0.8 ) ( 0.3 ) ( 0.6 ) Non-deductible promotional and entertainment expense 0.6 0.4 0.6 Fuel tax credit and other credits ( 0.7 ) ( 0.8 ) ( 0.8 ) Carryback claim, net of adjustments ( 0.8 ) ( 0.3 ) ( 10.1 ) Rate Changes 0.5 — — Valuation Allowance 5.1 — — Other, net 0.2 — — Income tax expense $ 4.6 $ 5.6 $ 4.6 |
Components of Net Deferred Tax Asset and Liability Accounts | The components of the Company’s net deferred tax asset and liability accounts resulting from temporary differences between the tax and financial reporting basis of assets and liabilities are as follows: September 30, September 30, Deferred tax assets: Self-insurance reserves $ 31.8 $ 30.7 Deferred compensation 2.8 3.0 Payroll related accruals 22.8 19.7 Other accrued expenses — 5.4 Allowance for doubtful accounts 1.3 1.0 Lease liabilities 23.6 22.6 Net operating loss carryforward 7.1 8.5 Business interest expense 10.4 — Other non-current deferred tax assets 4.5 3.3 Total non-current deferred tax assets 104.3 94.2 Valuation allowance ( 5.1 ) — Total deferred tax assets $ 99.2 $ 94.2 Deferred tax liabilities: Intangible assets $ 46.2 $ 47.0 Property and equipment 57.3 78.5 Deferred revenue 15.0 10.6 Prepaid assets 0.2 0.2 Lease assets 22.0 20.9 Other non-current deferred tax liabilities 6.0 0.2 Total non-current deferred tax liabilities 146.7 157.4 Total net deferred tax liabilities $ 47.5 $ 63.2 Classification on balance sheets: Other assets $ 3.6 $ 5.4 Deferred tax liabilities 51.1 68.6 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Lease-Related Assets and Liabilities | The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheet at September 30, 2023 and 2022: Fiscal Year Ended September 30, 2023 September 30, 2022 Operating leases: Right-of-use asset $ 86.1 $ 81.6 Current portion of lease liabilities 27.3 26.8 Lease liabilities 65.1 61.3 Total operating lease liabilities $ 92.4 $ 88.1 Finance leases: Right-of-use asset (1) $ 41.3 $ 41.9 Current portion of lease liabilities (2) 21.5 19.3 Lease liabilities (3) 21.3 22.4 Total finance lease liabilities $ 42.8 $ 41.7 (1) Included in “Property and equipment, net” in the consolidated balance sheets. (2) Included in “Accrued expenses and other liabilities” in the consolidated balance sheets. (3) Included in “Other liabilities” in the consolidated balance sheets. |
Summary of Weighted-average Remaining Lease Terms and Incremental Borrowing Rates | The weighted-average remaining lease terms and incremental borrowing rates as of September 30, 2023 and 2022 were as follows: Fiscal Year Ended September 30, 2023 September 30, 2022 Operating leases: Weighted-average remaining lease term (years) 4.7 4.6 Weighted-average incremental borrowing rate 4.0 % 3.3 % Finance leases: Weighted-average remaining lease term (years) 2.4 2.7 Weighted-average incremental borrowing rate 3.8 % 2.8 % |
Summary of Components of Lease Cost for Operating and Finance Leases | The components of lease cost for operating and finance leases for the fiscal year ended September 30, 2023 and 2022 were as follows: Fiscal Year Ended September 30, 2023 September 30, 2022 Operating lease cost $ 32.1 $ 29.2 Finance lease cost: Amortization of right-of-use asset 27.0 20.2 Interest on lease liabilities 1.6 1.0 Total finance lease cost 28.6 21.2 Short-term lease cost 23.7 22.0 Variable lease costs not included in lease liability 3.3 2.9 Sublease income ( 0.7 ) ( 0.6 ) Total lease cost $ 87.0 $ 74.7 |
Summary of Supplemental Cash Flow Information | Supplemental cash flow information for the fiscal year ended September 30, 2023 and 2022 were as follows: Fiscal Year Ended September 30, September 30, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 28.9 $ 27.9 Operating cash flows from finance leases 1.6 1.0 Financing cash flows from finance leases 27.6 27.0 Non-cash items: Right-of-use Assets Obtained In Exchange For New Operating Liabilities 33.4 39.6 Right-of-use Assets Obtained In Exchange For New Finance Liabilities 26.3 33.3 |
Summary of Maturities of Operating and Finance Lease Liabilities | Maturities of operating and finance lease liabilities as of September 30, 2023 were as follows: Fiscal Year Operating Lease Finance Lease 2024 $ 30.5 $ 22.8 2025 22.4 12.3 2026 16.9 6.5 2027 11.3 3.1 2028 7.6 0.3 Thereafter 13.9 0.1 Total net lease payments 102.6 45.1 Less: Amounts representing interest 10.2 2.3 Total lease liabilities 92.4 42.8 Less: Current portion of lease liabilities ( 27.3 ) ( 21.5 ) Non-current lease liabilities $ 65.1 $ 21.3 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Award Activity | A summary of the Company’s restricted stock award activity for the year ended September 30, 2023 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2022 541,000 $ 14.40 Less: Redeemed 136,000 $ 13.63 Less: Forfeited 192,000 $ 14.66 Outstanding at September 30, 2023 213,000 $ 14.66 |
Schedule of Restricted Stock Unit Activity | A summary of the Company’s restricted stock unit activity for the year ended September 30, 2023 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2022 2,285,000 $ 12.73 Granted 2,485,000 $ 7.33 Less: Vested 780,000 $ 12.07 Less: Forfeited 969,000 $ 10.05 Outstanding at September 30, 2023 3,021,000 $ 9.32 |
Summary of Stock Options Activity | A summary of the Company’s stock option activity for the year ended September 30, 2023 is presented in the following table: Shares Weighted-Avg Purchase Price per Share Outstanding at September 30, 2022 7,489,000 $ 19.07 Less: Forfeited 3,040,000 $ 19.08 Outstanding at September 30, 2023 4,449,000 $ 19.06 Vested and exercisable at September 30, 2023 3,227,000 $ 19.28 Expected to vest after September 30, 2023 1,222,000 $ 18.48 |
Summary of Company's Performance Stock Unit Activity | A summary of the Company’s performance stock unit activity for the year ended September 30, 2023 is presented in the following table: Shares Weighted-Avg Distribution Price per Share Outstanding at September 30, 2022 403,000 $ 12.41 Granted 838,000 $ 7.48 Less: Forfeited 729,000 $ 10.20 Outstanding at September 30, 2023 512,000 $ 7.48 |
Schedule of Weighted-Average Assumptions Used in Valuation of PSU Awards Subject to Market Condition and Stock Option Awards Granted | The weighted-average assumptions used in the valuation of PSU awards subject to a market condition and stock option awards granted for the years ended September 30, 2022 and September 30, 2021 are presented in the table below: Fiscal Year Ended September 30, September 30, Assumptions: Risk-free interest rate 1.88 % 0.49 % Dividend yield — — Volatility factor 47.10 % 54.40 % Expected term (in years) 5.3 6.4 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Certain Financial Data For Each of Segments | The following is a summary of certain financial data for each of the segments: Fiscal Year Ended September 30, 2023 September 30, 2022 September 30, 2021 Maintenance Services $ 2,066.5 $ 2,082.0 $ 1,982.9 Development Services 758.0 698.8 574.9 Eliminations ( 8.5 ) ( 6.2 ) ( 4.2 ) Net Service Revenues $ 2,816.0 $ 2,774.6 $ 2,553.6 Maintenance Services $ 277.9 $ 278.8 $ 299.6 Development Services 82.8 73.7 65.2 Corporate ( 62.0 ) ( 64.6 ) ( 62.5 ) Adjusted EBITDA (1) $ 298.7 $ 287.9 $ 302.3 Maintenance Services $ 56.1 $ 82.9 $ 52.4 Development Services 8.2 12.5 6.2 Corporate 7.0 11.9 2.6 Capital Expenditures $ 71.3 $ 107.3 $ 61.2 (1) Presented below is a reconciliation of Net (loss) income to Adjusted EBITDA: Fiscal Year Ended September 30, 2023 September 30, 2022 September 30, 2021 Net (loss) income $ ( 7.7 ) $ 14.0 $ 46.3 Interest expense 97.4 53.3 42.3 Income tax (benefit) provision 4.6 5.6 4.6 Depreciation expense 105.2 98.9 84.7 Amortization expense 44.5 51.5 52.3 Business transformation and integration costs (a) 23.7 21.5 28.5 Offering-related expenses (b) — 0.1 0.6 Equity-based compensation (c) 22.3 19.0 20.0 COVID-19 related expenses (d) 0.4 11.4 23.0 Debt extinguishment (e) 8.3 12.6 — Adjusted EBITDA $ 298.7 $ 287.9 $ 302.3 (a) Business transformation and integration costs consist of (i) severance and related costs; (ii) business integration costs and (iii) information technology infrastructure, transformation and other costs. Fiscal Year Ended (in millions) September 30, 2023 September 30, 2022 September 30, 2021 Severance and related costs (f) $ 8.9 $ 1.6 $ 0.3 Business integration (g) 6.2 8.2 14.0 IT infrastructure, transformation, and other (h) 8.6 11.7 14.2 Business transformation and integration costs $ 23.7 $ 21.5 $ 28.5 (b) Represents transaction related expenses incurred for completed or contemplated subsequent registration statements. (c) Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding . (d) Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment, cleaning and supply purchases, and other. Additionally, fiscal year 2022 includes refunds related to employee retention credits allowed under the CARES Act. (e) Represents losses on the extinguishment of debt related to Amendments No. 6 and No. 7 to the Credit Agreement, in the fiscal years ended September 30, 2022 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. (f) Represents severance and related costs including expenses incurred in connection with the Company’s CEO transition. (g) 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 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. (h) 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. |
(Loss) Earnings Per Share of _2
(Loss) Earnings Per Share of Common Stock (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator for Basic and Diluted Earnings (loss) Per Share Calculation | Set forth below is a reconciliation of the numerator and denominator for basic and diluted (loss) earnings per share calculation for the periods indicated: Fiscal Year Ended September 30, September 30, September 30, Basic (loss) earnings per common share Numerator: Net (loss) income $ ( 7.7 ) $ 14.0 $ 46.3 Dividends on Series A convertible preferred stock ( 3.2 ) — — Earnings allocated to Convertible Preferred Stock — — — Net (loss) income attributable to common stockholders – basic $ ( 10.9 ) $ 14.0 $ 46.3 Denominator: Weighted average number of common shares outstanding – basic 93,412,000 97,898,000 105,183,000 Basic (loss) earnings per share $ ( 0.12 ) $ 0.14 $ 0.44 Diluted (loss) earnings per common share Numerator: Net (loss) income available to common shareholders – diluted $ ( 10.9 ) $ 14.0 $ 46.3 Denominator: Weighted average number of common shares outstanding – basic 93,412,000 97,898,000 105,183,000 Dilutive effect of: Stock compensation awards — 263,000 507,000 Series A convertible preferred stock — — — Weighted average number of common shares outstanding – diluted 93,412,000 98,161,000 105,690,000 Diluted (loss) earnings per share $ ( 0.12 ) $ 0.14 $ 0.44 Other Information: Weighted average number of anti-dilutive options, restricted 9,656,000 5,010,000 7,452,000 (a) Weighted average number of anti-dilutive options is based upon the average closing price of the Company’s common stock on the NYSE for the period. |
Business - Additional Informati
Business - Additional Information (Details) | 12 Months Ended | |||
Sep. 30, 2023 Segment shares | Dec. 31, 2023 shares | Aug. 28, 2023 shares | Sep. 30, 2022 shares | |
Business [Line Items] | ||||
Number of reportable segments | Segment | 2 | |||
Preferred stock, issued | 0 | 0 | ||
Series A Convertible Preferred Stock | ||||
Business [Line Items] | ||||
Preferred stock, issued | 500,000 | 500,000 | 0 | |
Convertible Preferred Stock, Shares Issued upon Conversion | 105.9322 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 ReportingUnit | |
Product Information [Line Items] | |
Number of identified reporting units | 3 |
Minimum | |
Product Information [Line Items] | |
Percentage of not collected receivable until completion to total contract value | 5% |
Maximum | |
Product Information [Line Items] | |
Percentage of not collected receivable until completion to total contract value | 10% |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Disaggregation Of Revenue [Line Items] | |
Revenue, remaining performance obligations, amount | $ 492.7 |
Contract with customer billed revenue | 204.6 |
Contract with customer unbilled revenue additions | $ 217.9 |
Revenue, practical expedient, financing component | true |
Minimum | Maintenance Services | |
Disaggregation Of Revenue [Line Items] | |
Recurring annual contract period | 1 year |
Maximum | Maintenance Services | |
Disaggregation Of Revenue [Line Items] | |
Recurring annual contract period | 3 years |
Revenue - Schedule of Reportabl
Revenue - Schedule of Reportable Segment Revenues, Disaggregated by Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Net service revenues | $ 2,816 | $ 2,774.6 | $ 2,553.6 |
Operating Segments | Landscape Maintenance | |||
Disaggregation Of Revenue [Line Items] | |||
Net service revenues | 1,857.5 | 1,825.7 | 1,698 |
Operating Segments | Snow Removal | |||
Disaggregation Of Revenue [Line Items] | |||
Net service revenues | 209 | 256.3 | 284.9 |
Operating Segments | Maintenance Services | |||
Disaggregation Of Revenue [Line Items] | |||
Net service revenues | 2,066.5 | 2,082 | 1,982.9 |
Operating Segments | Development Services | |||
Disaggregation Of Revenue [Line Items] | |||
Net service revenues | 758 | 698.8 | 574.9 |
Eliminations | |||
Disaggregation Of Revenue [Line Items] | |||
Net service revenues | $ (8.5) | $ (6.2) | $ (4.2) |
Revenue - Additional Informat_2
Revenue - Additional Information (Details 1) | Sep. 30, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations, percentage | 53% |
Remaining performance obligations, expected satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-10-01 | |
Disaggregation Of Revenue [Line Items] | |
Remaining performance obligations, percentage | 47% |
Remaining performance obligations, expected satisfaction period | 12 months |
Revenue - Schedule of Changes i
Revenue - Schedule of Changes in Deferred Revenue (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Balance, September 30, 2022 | $ 59.3 |
Recognition of revenue | (1,171.8) |
Deferral of revenue | 1,180.7 |
Balance, September 30, 2023 | $ 68.2 |
Accounts Receivable, net - Addi
Accounts Receivable, net - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Receivables [Abstract] | ||
Accounts receivable | $ 442.3 | $ 397.6 |
Allowance for doubtful accounts | 5.1 | 4 |
Amounts of retention on incomplete project | $ 58.7 | $ 48.8 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 857.4 | $ 812.6 |
Less: Accumulated depreciation | 542.2 | 484.3 |
Property and equipment, net | 315.2 | 328.3 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 44.7 | 43.3 |
Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 45.6 | 46.3 |
Operating Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 338.8 | 302.4 |
Transportation Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 351.9 | 339.8 |
Office Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | 68.7 | 75.1 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment | $ 7.7 | $ 5.7 |
Minimum | Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 2 years | |
Minimum | Operating Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 2 years | |
Minimum | Transportation Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 3 years | |
Minimum | Office Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 3 years | |
Maximum | Building and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 40 years | |
Maximum | Operating Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 7 years | |
Maximum | Transportation Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 7 years | |
Maximum | Office Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 10 years |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 105.2 | $ 98.9 | $ 84.7 |
Intangible Assets, Goodwill a_3
Intangible Assets, Goodwill and Acquisitions - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 USD ($) Company | Sep. 30, 2022 USD ($) Company | Sep. 30, 2021 USD ($) | |
Finite Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 44.5 | $ 51.5 | $ 52.3 |
Number of unrelated maintenance services companies acquired | Company | 3 | 8 | |
Consideration paid, net of cash acquired | $ 13.8 | $ 93.1 | 110.4 |
Net service revenues | $ 2,816 | $ 2,774.6 | $ 2,553.6 |
Unrelated Maintenance Services Companies | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquisition of operations, Percentage | 100% | 100% | |
Consideration paid, net of cash acquired | $ 13.8 | ||
Business Acquisitions | |||
Finite Lived Intangible Assets [Line Items] | |||
Net service revenues | 16 | $ 65.5 | |
Customer Relationships and Non-compete Agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Identifiable assets acquired related to intangible assets | $ 25.4 | ||
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Identifiable assets acquired related to intangible assets | $ 4 |
Intangible Assets, Goodwill a_4
Intangible Assets, Goodwill and Acquisitions - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 732 | $ 729.6 |
Accumulated Amortization | (599.7) | (555.3) |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 725.5 | 723.1 |
Accumulated Amortization | $ (594.1) | (550.5) |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life | 6 years | |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life | 21 years | |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life | 12 years | |
Gross Carrying Amount | $ 3.8 | 3.8 |
Accumulated Amortization | $ (2.9) | (2.6) |
Noncompete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Gross Carrying Amount | $ 2.7 | 2.7 |
Accumulated Amortization | $ (2.7) | $ (2.2) |
Intangible Assets, Goodwill a_5
Intangible Assets, Goodwill and Acquisitions - Schedule of Future Amortization Expense (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 36 |
2025 | 29.6 |
2026 | 22 |
2027 | 15.2 |
2028 | 11.1 |
2029 and thereafter | 18.4 |
Total | $ 132.3 |
Intangible Assets, Goodwill a_6
Intangible Assets, Goodwill and Acquisitions - Summary of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Goodwill [Line Items] | |||
Beginning balance | $ 2,008.8 | $ 1,950.8 | |
Acquisitions | [1] | 12.6 | 58 |
Ending balance | 2,021.4 | 2,008.8 | |
Maintenance Services | |||
Goodwill [Line Items] | |||
Beginning balance | 1,792.7 | 1,758 | |
Acquisitions | [1] | 10.7 | 34.7 |
Ending balance | 1,803.4 | 1,792.7 | |
Development Services | |||
Goodwill [Line Items] | |||
Beginning balance | 216.1 | 192.8 | |
Acquisitions | [1] | 1.9 | 23.3 |
Ending balance | $ 218 | $ 216.1 | |
[1] The acquisitions adjustments include the immaterial impact of foreign currency and other prior year measurement period adjustments during the respective periods. |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |||
Payroll related accruals | $ 52.2 | $ 46 | |
Accrued operating expenses | 77.8 | 91.2 | |
Other accruals (a) | [1] | 50.2 | 56.3 |
Accrued expenses and other current liabilities | $ 180.2 | $ 193.5 | |
[1] Other accruals for the fiscal year ended September 30, 2022 includes the Company’s deferral of Federal Insurance Contributions Act (FICA) payroll tax under the CARES Act. |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Debt Instrument [Line Items] | ||
Financing costs, net | $ (6.6) | $ (10.6) |
Total debt, net | 888.1 | 1,342.7 |
Less: Current portion of long-term debt | 0 | 12 |
Total long-term debt, net | 888.1 | 1,330.7 |
Series B Term Loan | ||
Debt Instrument [Line Items] | ||
Debt instruments net of original issue discount | 731.7 | 1,185.3 |
Receivables Financing Agreement | ||
Debt Instrument [Line Items] | ||
Debt instruments net of original issue discount | $ 163 | $ 168 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||||||
Aug. 31, 2023 | Aug. 28, 2023 | Apr. 22, 2022 | Dec. 18, 2013 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 22, 2022 | ||
Debt Instrument [Line Items] | |||||||||
Debt repayments | $ 459 | $ 1,006.3 | $ 10.4 | ||||||
Loss on debt extinguishment | [1] | 8.3 | 12.6 | 0 | |||||
Debt voluntary repayment | 554.5 | 374.4 | 24.6 | ||||||
Debt borrowings during the period | 549.5 | 391.7 | $ 34.5 | ||||||
Long-term debt, fair value | $ 900.1 | $ 1,317.1 | |||||||
Receivables Financing Agreement | Wholly-owned Subsidiary | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit agreement, maximum borrowing capacity | $ 275 | ||||||||
Interest period term | 6 months | ||||||||
Weighted average interest rate | 6.30% | 2.40% | |||||||
Commitment fee for unused balance of facility | 0.40% | ||||||||
Debt voluntary repayment | $ 549.5 | $ 392 | |||||||
Debt borrowings during the period | $ 554.5 | 374.4 | |||||||
SOFR | Maximum | Receivables Financing Agreement | Wholly-owned Subsidiary | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 170% | ||||||||
SOFR | Minimum | Receivables Financing Agreement | Wholly-owned Subsidiary | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 140% | ||||||||
Series B Term Loan | SOFR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||
Series B Term Loan | ABR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||
Credit Agreement | First Lien Credit Facility Term Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit agreement date | Dec. 18, 2013 | ||||||||
Debt instrument, term | 7 years | ||||||||
Credit agreement, maximum borrowing capacity | $ 1,460 | ||||||||
Credit Agreement | First Lien Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Credit agreement, maximum borrowing capacity | $ 210 | ||||||||
Amended Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on debt extinguishment | $ (8.3) | $ (12.6) | |||||||
Percentage of prepayment premium | 1% | ||||||||
Percentage of principle balance used to calculate debt repayments amount of quarterly installments due | 0.25% | ||||||||
Debt borrowings during the period | $ 450 | ||||||||
Amended Credit Agreement | First Lien Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Credit agreement, maximum borrowing capacity | $ 300 | ||||||||
Amended Credit Agreement | Series B Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 7 years | ||||||||
Credit agreement, maximum borrowing capacity | $ 1,200 | ||||||||
Debt instrument, original discount | $ 12 | ||||||||
Debt repayments | $ 459 | $ 1,006.3 | |||||||
Debt instrument, maturity date | Apr. 22, 2029 | ||||||||
Debt instrument, effective interest rate | 3.42% | ||||||||
Weighted average interest rate | 7.82% | 3.76% | |||||||
Previous Revolving Credit Facility | First Lien Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit agreement, maximum borrowing capacity | $ 260 | ||||||||
Line of credit facility, amount outstanding balance | $ 0 | $ 0 | |||||||
Letters of credits, outstanding amount | $ 42.6 | 49.1 | |||||||
Previous Revolving Credit Facility | First Lien Revolving Credit Facility | Scenario One Depending on Leverage Ratio | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee for unused balance of facility | 0.25% | ||||||||
Previous Revolving Credit Facility | First Lien Revolving Credit Facility | Scenario Two Depending on Leverage Ratio | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee for unused balance of facility | 0.38% | ||||||||
Revolving Credit Facility | SOFR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0% | ||||||||
Revolving Credit Facility | ABR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1% | ||||||||
Revolving Credit Facility | ABR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||||
Revolving Credit Facility | ABR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1% | ||||||||
Revolving Credit Facility | First Lien Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, term | 5 years | ||||||||
Credit agreement, maximum borrowing capacity | $ 300 | ||||||||
Debt repayments | $ 33.5 | $ 165 | |||||||
Debt instrument, maturity date | Apr. 22, 2027 | ||||||||
Weighted average interest rate | 6.90% | 2.30% | |||||||
Debt borrowings during the period | $ 33.5 | $ 165 | |||||||
Revolving Credit Facility | First Lien Revolving Credit Facility | LIBOR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||
Revolving Credit Facility | First Lien Revolving Credit Facility | LIBOR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2% | ||||||||
Revolving Credit Facility | Series B Term Loan | SOFR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 3.25% | ||||||||
Revolving Credit Facility | Series B Term Loan | SOFR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 3% | ||||||||
Revolving Credit Facility | Series B Term Loan | ABR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.25% | ||||||||
Revolving Credit Facility | Series B Term Loan | ABR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2% | ||||||||
[1] Represents losses on the extinguishment of debt related to Amendments No. 6 and No. 7 to the Credit Agreement, in the fiscal years ended September 30, 2022 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. |
Long-Term Debt - Scheduled Matu
Long-Term Debt - Scheduled Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 0 | |
2025 | 163 | |
2026 | 0 | |
2027 | 0 | |
2028 and thereafter | 738 | |
Total long term debt | 901 | |
Less: Current portion of long-term debt | 0 | $ 12 |
Less: Original issue discount | 6.3 | |
Less: Financing costs | 6.6 | |
Total long-term debt, net | $ 888.1 | $ 1,330.7 |
Fair Value Measurements and D_3
Fair Value Measurements and Derivative Instruments - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Aug. 28, 2023 | Sep. 30, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Interest Rate Contracts | |||||
Derivative [Line Items] | |||||
Notional amount | $ 600 | $ 500 | |||
Interest Rate Swaps | |||||
Derivative [Line Items] | |||||
Notional amount | $ 500 | $ 500 | |||
Net deferred gain on interest rate swap net of taxes expected to be recognized over the next 12 months | $ 7.8 | ||||
Interest Rate Collar Agreement | |||||
Derivative [Line Items] | |||||
Notional amount | $ 500 | ||||
Terminated notional amount | $ 400 | ||||
Gain on reclassification of other comprehensive income to earnings | $ 5.2 | ||||
Maximum | |||||
Derivative [Line Items] | |||||
Percentage of participants compensation deferred | 70% |
Fair Value Measurements and D_4
Fair Value Measurements and Derivative Instruments - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Carrying Value | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | $ 32.2 | $ 13.6 |
Carrying Value | Other Assets | Interest Rate Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 21.3 | |
Carrying Value | Other Assets | Interest Rate Swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 3 | |
Carrying Value | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Liabilities | 10.9 | 10.6 |
Investment Held by Rabbi Trust | Carrying Value | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 10.9 | 10.6 |
Investment Held by Rabbi Trust | Carrying Value | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Liabilities | 10.9 | 10.6 |
Level 1 | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 10.9 | 10.6 |
Level 1 | Other Assets | Interest Rate Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 0 | |
Level 1 | Other Assets | Interest Rate Swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 0 | |
Level 1 | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Liabilities | 10.9 | 10.6 |
Level 1 | Investment Held by Rabbi Trust | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 10.9 | 10.6 |
Level 1 | Investment Held by Rabbi Trust | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Liabilities | 10.9 | 10.6 |
Level 2 | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 21.3 | 3 |
Level 2 | Other Assets | Interest Rate Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 21.3 | |
Level 2 | Other Assets | Interest Rate Swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 3 | |
Level 2 | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Liabilities | 0 | 0 |
Level 2 | Investment Held by Rabbi Trust | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 0 | 0 |
Level 2 | Investment Held by Rabbi Trust | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Liabilities | 0 | 0 |
Level 3 | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 0 | 0 |
Level 3 | Other Assets | Interest Rate Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 0 | |
Level 3 | Other Assets | Interest Rate Swaps | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 0 | |
Level 3 | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Liabilities | 0 | 0 |
Level 3 | Investment Held by Rabbi Trust | Other Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Assets | 0 | 0 |
Level 3 | Investment Held by Rabbi Trust | Other Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 0 | $ 0 |
Fair Value Measurements and D_5
Fair Value Measurements and Derivative Instruments - Summary of Effects on Consolidated Financial Statements of Designated As Cash Flow Hedges (Details) - Cash Flow Hedges - Designated - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Interest Rate Contracts | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | Interest Expense | Interest Expense |
Income (loss) recognized in Other comprehensive income | $ 36.1 | $ 6.1 | $ (0.6) |
Net gain (loss) reclassified from Accumulated other comprehensive loss into Interest expense | $ 15.2 | $ (0.5) | $ (6.8) |
Fuel Swap Contracts | |||
Derivative Instruments Gain Loss [Line Items] | |||
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Goods and Services Sold | Cost of Goods and Services Sold | Cost of Goods and Services Sold |
Income (loss) recognized in Other comprehensive income | $ 0 | $ 0.2 | $ 3.5 |
Net gain (loss) reclassified from Accumulated other comprehensive loss into Interest expense | $ 0 | $ 1.5 | $ 2.3 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Current: | |||
Federal | $ 22.7 | $ 7.5 | $ (28.1) |
State | 3.4 | 4.7 | 3.8 |
Deferred: | |||
Federal | (22.4) | (3.7) | 28.4 |
State | (4.2) | (2.9) | 0.5 |
Valuation Allowance | 5.1 | 0 | 0 |
Total income tax expense (benefit) | $ 4.6 | $ 5.6 | $ 4.6 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) Differs from Amount Computed at Federal Statutory Corporate Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal tax at statutory rate | $ (0.7) | $ 4.1 | $ 10.7 |
State tax, net of federal tax (benefit) expense | (0.8) | 1.2 | 3.6 |
Tax effect of: | |||
Equity-based compensation | 0.9 | 0.6 | 1.2 |
Non-deductible officers compensation | 1.1 | 0.7 | 0 |
Provision to return and deferred tax adjustments | (0.8) | (0.3) | (0.6) |
Non-deductible promotional and entertainment expense | 0.6 | 0.4 | 0.6 |
Fuel tax credit and other credits | (0.7) | (0.8) | (0.8) |
Carryback claim, net of adjustments | 0.8 | (0.3) | (10.1) |
Rate change | 0.5 | 0 | 0 |
Valuation Allowance | 5.1 | 0 | 0 |
Other, net | (0.2) | 0 | 0 |
Total income tax expense (benefit) | $ 4.6 | $ 5.6 | $ 4.6 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Asset and Liability Accounts (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Deferred tax assets: | ||
Self-insurance reserves | $ 31.8 | $ 30.7 |
Deferred compensation | 2.8 | 3 |
Payroll related accruals | 22.8 | 19.7 |
Other accrued expenses | 0 | 5.4 |
Allowance for doubtful accounts | 1.3 | 1 |
Lease liabilities | 23.6 | 22.6 |
Net operating loss carryforward | 7.1 | 8.5 |
Business interest expense | 10.4 | 0 |
Other non-current deferred tax assets | 4.5 | 3.3 |
Total non-current deferred tax assets | 104.3 | 94.2 |
Valuation allowance | (5.1) | 0 |
Total deferred tax assets | 99.2 | 94.2 |
Deferred tax liabilities: | ||
Intangible assets | 46.2 | 47 |
Property and equipment | 57.3 | 78.5 |
Deferred revenue | 15 | 10.6 |
Prepaid assets | 0.2 | 0.2 |
Lease assets | 22 | 20.9 |
Other non-current deferred tax liabilities | 6 | 0.2 |
Total non-current deferred tax liabilities | 146.7 | 157.4 |
Total net deferred tax liabilities | 47.5 | 63.2 |
Classification on balance sheets: | ||
Other assets | 3.6 | 5.4 |
Deferred tax liabilities | $ 51.1 | $ 68.6 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes [Line Items] | |||
Income tax expense (benefit) | $ 4.6 | $ 5.6 | $ 4.6 |
Unrecognized tax benefits | 0 | 0 | |
Carryback claim refunded | 0.8 | (0.3) | $ (10.1) |
Valuation allowance | $ 5.1 | 0 | |
State | |||
Income Taxes [Line Items] | |||
Tax examination | 2018 | ||
Net operating losses | $ 121.8 | ||
Net operating losses, expiration start year | 2024 | ||
Valuation allowance | $ 5.1 | ||
U.S. federal | |||
Income Taxes [Line Items] | |||
Tax examination | 2020 | ||
Cares Act | |||
Income Taxes [Line Items] | |||
Income taxes receivable | $ 39 | ||
Income tax expense (benefit) | 10.1 | ||
Income tax credit related to employee retention | 1 | $ 3.3 | |
Carryback claim refunded | $ 8.4 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 | |
Leased Assets [Line Items] | |
Lease renewal option term | one or more exercisable renewal periods and specified increases in lease payments upon exercise of the renewal options. |
Maximum | |
Leased Assets [Line Items] | |
Remaining lease terms | 10 years 4 months 24 days |
Minimum | |
Leased Assets [Line Items] | |
Remaining lease terms | 1 month |
Leases - Summary of Lease-Relat
Leases - Summary of Lease-Related Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating leases: | |||
Right-of-use asset | $ 86.1 | $ 81.6 | |
Current portion of lease liabilities | 27.3 | 26.8 | |
Lease liabilities | 65.1 | 61.3 | |
Total operating lease liabilities | 92.4 | 88.1 | |
Finance leases: | |||
Right-of-use asset | [1] | $ 41.3 | $ 41.9 |
FinanceLeaseRightOfUseAssetStatementOfFinancialPositionExtensibleList | Property and equipment, net | Property and equipment, net | |
Current portion of lease liabilities | [2] | $ 21.5 | $ 19.3 |
FinanceLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | |
Lease liabilities | [3] | $ 21.3 | $ 22.4 |
FinanceLeaseLiabilityNoncurrentStatementOfFinancialPositionExtensibleList | Other liabilities | Other liabilities | |
Total finance lease liabilities | $ 42.8 | $ 41.7 | |
[1] Included in “Property and equipment, net” in the consolidated balance sheets. Included in “Accrued expenses and other liabilities” in the consolidated balance sheets. Included in “Other liabilities” in the consolidated balance sheets. |
Leases - Summary of Weighted-av
Leases - Summary of Weighted-average Remaining Lease Terms and Incremental Borrowing Rates (Details) | Sep. 30, 2023 | Sep. 30, 2022 |
Operating leases: | ||
Weighted-average remaining lease term (years) | 4 years 8 months 12 days | 4 years 7 months 6 days |
Weighted-average incremental borrowing rate | 4% | 3.30% |
Finance leases: | ||
Weighted-average remaining lease term (years) | 2 years 4 months 24 days | 2 years 8 months 12 days |
Weighted-average incremental borrowing rate | 3.80% | 2.80% |
Leases - Summary of Components
Leases - Summary of Components of Lease Cost for Operating and Finance Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 32.1 | $ 29.2 |
Finance lease cost: | ||
Amortization of right-of-use asset | 27 | 20.2 |
Interest on lease liabilities | 1.6 | 1 |
Total finance lease cost | 28.6 | 21.2 |
Short-term lease cost | 23.7 | 22 |
Variable lease costs not included in lease liability | 3.3 | 2.9 |
Sublease income | (0.7) | (0.6) |
Total lease cost | $ 87 | $ 74.7 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 28.9 | $ 27.9 | |
Operating cash flows from finance leases | 1.6 | 1 | |
Financing cash flows from finance leases | 27.6 | 27 | $ 20.5 |
Non-cash items: | |||
Right-of-use Assets Obtained In Exchange For New Operating Liabilities | 33.4 | 39.6 | |
Right-of-use Assets Obtained In Exchange For New Finance Liabilities | $ 26.3 | $ 33.3 |
Leases - Summary of Maturities
Leases - Summary of Maturities of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Lease Liability, Payment Due [Abstract] | |||
2024 | $ 30.5 | ||
2025 | 22.4 | ||
2026 | 16.9 | ||
2027 | 11.3 | ||
2028 | 7.6 | ||
Thereafter | 13.9 | ||
Total net lease payments | 102.6 | ||
Less: Amounts representing interest | 10.2 | ||
Total operating lease liabilities | 92.4 | $ 88.1 | |
Less: Current portion of lease liabilities | (27.3) | (26.8) | |
Non-current lease liabilities | 65.1 | 61.3 | |
Finance Lease Liability, Payment Due [Abstract] | |||
2023 | 22.8 | ||
2024 | 12.3 | ||
2025 | 6.5 | ||
2026 | 3.1 | ||
2027 | 0.3 | ||
Thereafter | 0.1 | ||
Total net lease payments | 45.1 | ||
Less: Amounts representing interest | 2.3 | ||
Total finance lease liabilities | 42.8 | 41.7 | |
Less: Current portion of lease liabilities | [1] | (21.5) | (19.3) |
Non-current lease liabilities | [2] | $ 21.3 | $ 22.4 |
[1] Included in “Accrued expenses and other liabilities” in the consolidated balance sheets. Included in “Other liabilities” in the consolidated balance sheets. |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||||
Nov. 14, 2022 | May 17, 2022 | Nov. 15, 2021 | Nov. 14, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 11, 2023 | Mar. 10, 2020 | Oct. 22, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Equity-based compensation | $ 22.1 | $ 18.9 | $ 19.7 | |||||||
Unrecognized compensation cost | $ 23.7 | $ 36.2 | $ 25.6 | |||||||
Unamortized value of outstanding stock-based compensation, weighted average remaining life | 1 year 1 month 6 days | 1 year 1 month 6 days | 1 year 1 month 6 days | |||||||
Amended and Restated 2018 Omnibus Incentive Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of common stock that may be issued | 18,650,000 | |||||||||
2023 Employment Inducement Incentive Award Plan | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of common stock that may be issued | 1,750,000 | |||||||||
ESPP | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock shares available for sale | 1,100,000 | |||||||||
Common stock shares issued | 177,000 | 112,000 | 120,000 | |||||||
Restricted Stock Units (RSU) [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Non-cash equity-based compensation expense over the requisite service period | $ 15 | |||||||||
Stock options weighted average grant date fair value | $ 7.33 | |||||||||
Number of shares exercised | 780,000 | |||||||||
Performance stock unit awards vested | 780,000 | |||||||||
RSUs Forfeited | 969,000 | |||||||||
Common stock shares issued | 2,485,000 | |||||||||
Performance stock units issued | 2,485,000 | |||||||||
Weighted average distribution price per share of PSU | $ 7.33 | |||||||||
Stock Options | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Non-cash equity-based compensation expense over the requisite service period | $ 3.4 | |||||||||
Performance Shares | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Weighted average exercise price | $ 7.48 | |||||||||
Performance stock unit awards vested | 0 | |||||||||
RSUs Forfeited | 729,000 | |||||||||
Performance stock units issued | 838,000 | |||||||||
Weighted average distribution price per share of PSU | $ 7.48 | |||||||||
Performance Shares | Minimum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Performance Stock unit awards vesting rights percentage | 0% | |||||||||
Performance Shares | Maximum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Performance Stock unit awards vesting rights percentage | 200% |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Company's Restricted Stock Award Activity (Details) | 12 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Outstanding at September 30, 2022 | $ 19.07 |
Forfeited, weighted average exercise price | 19.08 |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 19.06 |
Restricted Stock Awards | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance, Outstanding | shares | shares | 541,000 |
Exercised | Shares | shares | 136,000 |
Forfeited | shares | shares | 192,000 |
Ending balance, Outstanding | shares | shares | 213,000 |
Weighted Average Exercise Price, Outstanding at September 30, 2022 | $ 14.4 |
Exercised, Weighted Average Exercise Price | 13.63 |
Forfeited, weighted average exercise price | 14.66 |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 14.66 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Company's Restricted Stock Unit Activity (Details) | 12 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Outstanding at September 30, 2022 | $ 19.07 |
Forfeited, weighted average exercise price | 19.08 |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 19.06 |
Restricted Stock Units (RSU) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance, Outstanding | shares | shares | 2,285,000 |
Granted | Shares | shares | 2,485,000 |
Vested | Shares | shares | 780,000 |
Forfeited | shares | shares | 969,000 |
Ending balance, Outstanding | shares | shares | 3,021,000 |
Weighted Average Exercise Price, Outstanding at September 30, 2022 | $ 12.73 |
Granted, weighted average exercise price | 7.33 |
Vested, weighted average exercise price | 12.07 |
Forfeited, weighted average exercise price | 10.05 |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 9.32 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Company's Stock Options Activity (Details) | 12 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Outstanding at September 30, 2022 | shares | 7,489,000 |
Forfeited | Shares | shares | 3,040,000 |
Outstanding at September 30, 2023 | shares | 4,449,000 |
Vested and exercisable at September 30, 2023 | shares | 3,227,000 |
Expected to vest after September 30, 2023 | shares | 1,222,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |
Weighted Average Exercise Price, Outstanding at September 30, 2022 | $ / shares | $ 19.07 |
Forfeited, weighted average exercise price | $ / shares | 19.08 |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ / shares | 19.06 |
Weighted Average Exercise Price, Vested and Exercisable at September 30, 2023 | $ / shares | 19.28 |
Weighted Average Exercise Price, Expected to vest after September 30, 2023 | $ / shares | $ 18.48 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Company's Performance Stock Unit Activity (Details) | 12 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Outstanding at September 30, 2022 | $ 19.07 |
Forfeited, weighted average exercise price | 19.08 |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 19.06 |
Performance Shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance, Outstanding | shares | shares | 403,000 |
Granted | Shares | shares | 838,000 |
Forfeited | shares | shares | 729,000 |
Ending balance, Outstanding | shares | shares | 512,000 |
Weighted Average Exercise Price, Outstanding at September 30, 2022 | $ 12.41 |
Granted, weighted average exercise price | 7.48 |
Forfeited, weighted average exercise price | 10.2 |
Weighted Average Exercise Price, Outstanding at September 30, 2023 | $ 7.48 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Weighted-Average Assumptions Used in Valuation of Unit Awards, Restricted Stock Unit Awards Were Converted and Stock Option Awards Granted or Modified (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 1.88% | 0.49% |
Dividend yield | 0% | 0% |
Volatility factor | 47.10% | 54.40% |
Expected term (in years) | 5 years 3 months 18 days | 6 years 4 months 24 days |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Sep. 30, 2022 |
Commitments And Contingencies [Line Items] | ||
Reserve for unpaid and incurred but not reported claims, amount | $ 159.9 | $ 146.7 |
Reserve for unpaid and incurred but not reported claims, classified in current liabilities | 54.8 | 45.6 |
Reserve for unpaid and incurred but not reported claims, classified in non-current liabilities | 105.1 | 101.1 |
Claims recoverable from third party insurance carriers | 18.1 | 17.9 |
Other Current Assets | ||
Commitments And Contingencies [Line Items] | ||
Claims recoverable from third party insurance carriers | 5.3 | 5.1 |
Other Assets | ||
Commitments And Contingencies [Line Items] | ||
Claims recoverable from third party insurance carriers | $ 12.8 | $ 12.8 |
Segments - Additional Informati
Segments - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segments - Summary of Certain F
Segments - Summary of Certain Financial Data For Each of Segments (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Segment Reporting Information [Line Items] | ||||
Net Service Revenues | $ 2,816 | $ 2,774.6 | $ 2,553.6 | |
Adjusted EBITDA | [1] | 298.7 | 287.9 | 302.3 |
Capital Expenditures | 71.3 | 107.3 | 61.2 | |
Net income (loss) | (7.7) | 14 | 46.3 | |
Interest expense | 97.4 | 53.3 | 42.3 | |
Income tax (benefit) provision | 4.6 | 5.6 | 4.6 | |
Depreciation expense | 105.2 | 98.9 | 84.7 | |
Amortization expense | 44.5 | 51.5 | 52.3 | |
Business transformation and integration costs | [2] | 23.7 | 21.5 | 28.5 |
Offering-related expenses | [3] | 0 | 0.1 | 0.6 |
Equity-based compensation | [4] | 22.3 | 19 | 20 |
COVID-19 related expenses | [5] | 0.4 | 11.4 | 23 |
Debt extinguishment | [6] | 8.3 | 12.6 | 0 |
Severance and related costs | [7] | 8.9 | 1.6 | 0.3 |
Business integration | [8] | 6.2 | 8.2 | 14 |
IT infrastructure, transformation, and other | [9] | 8.6 | 11.7 | 14.2 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | (62) | (64.6) | (62.5) | |
Capital Expenditures | 7 | 11.9 | 2.6 | |
Operating Segments | Maintenance Services | ||||
Segment Reporting Information [Line Items] | ||||
Net Service Revenues | 2,066.5 | 2,082 | 1,982.9 | |
Adjusted EBITDA | 277.9 | 278.8 | 299.6 | |
Capital Expenditures | 56.1 | 82.9 | 52.4 | |
Operating Segments | Development Services | ||||
Segment Reporting Information [Line Items] | ||||
Net Service Revenues | 758 | 698.8 | 574.9 | |
Adjusted EBITDA | 8.2 | 12.5 | 6.2 | |
Capital Expenditures | 82.8 | 73.7 | 65.2 | |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net Service Revenues | $ (8.5) | $ (6.2) | $ (4.2) | |
[1] Presented below is a reconciliation of Net (loss) income to Adjusted EBITDA: Business transformation and integration costs consist of (i) severance and related costs; (ii) business integration costs and (iii) information technology infrastructure, transformation and other costs. Represents transaction related expenses incurred for completed or contemplated subsequent registration statements. Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding . Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses, personal protective equipment, cleaning and supply purchases, and other. Additionally, fiscal year 2022 includes refunds related to employee retention credits allowed under the CARES Act. Represents losses on the extinguishment of debt related to Amendments No. 6 and No. 7 to the Credit Agreement, in the fiscal years ended September 30, 2022 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. Represents severance and related costs including expenses incurred in connection with the Company’s CEO transition. 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 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. 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. |
Mezzanine Equity - Additional I
Mezzanine Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Aug. 28, 2023 | |
Class of Stock [Line Items] | ||||
Preferred stock issued and sold | 0 | 0 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||
Preferred Stock, net of issuance costs | $ 0 | $ 0 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Dividend issued to common stockholders | $ 0 | $ 0 | ||
Series A Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock issued and sold | 500,000 | 0 | 500,000 | |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Aggregate purchase price | $ 500 | |||
Preferred Stock, net of issuance costs | $ 5 | |||
Preferred stock, Liquidation Preference | $ 503.2 | $ 0 | ||
Dividend rate | 7% | 7% | 7% | |
Dividends paid in-kind | $ 3.2 | |||
Terms of redemption | (A) if the applicable redemption date is on or after the fourth anniversary of the Original Issuance Date and before the fifth anniversary of the Original Issuance Date, the greater of (1) the product of (x) the sum of (I) the liquidation preference of such shares of Series A Preferred Stock to be redeemed, plus (II) the accrued dividends in respect of such share of Series A Preferred Stock to be redeemed as of such redemption date, multiplied by (y) 105% and (2) the volume weighted average price (“VWAP”) of the average of the Common Stock for each of the 10 consecutive full trading days ending on, and including, the trading day immediately preceding such day of measurement, adjusted pursuant to the Certificate of Designations (the “Current Market Price”) as of such redemption date of the Common Stock into which such shares of Series A Preferred Stock could be converted on an as converted basis; (B) if the applicable redemption date is on or after the fifth anniversary of the Original Issuance Date and before the sixth anniversary of the Original Issuance Date, the greater of (1) the product of (x) the sum of (I) the liquidation preference of such share of Series A Preferred Stock to be redeemed, plus (II) the accrued dividends in respect of such share of Series A Preferred Stock to be redeemed, multiplied by (y) 103% and (2) the Current Market Price as of such redemption date of the Common Stock into which such shares of Series A Preferred Stock could be converted on an as converted basis; and (C) if the applicable redemption date is on or after the sixth anniversary of the Original Issuance Date, the greater of (1) the product of (x) the sum of (I) the liquidation preference of such share of Series A Preferred Stock to be redeemed, plus (II) the accrued dividends in respect of such share of Series A Preferred Stock to be redeemed , multiplied by (y) 100% and (2) the Current Market Price as of such redemption date of the Common Stock into which such shares of Series A Preferred Stock could be converted on an as converted basis. | |||
Conversion rate | 105.9322 | |||
Initial conversion price of common stock | $ 18.88 | |||
Common stock, affiliates holding percentage | 49% |
(Loss) Earnings Per Share of _3
(Loss) Earnings Per Share of Common Stock - Reconciliation of Numerator and Denominator for Basic and Diluted Earnings (loss) Per Share Calculation (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ (7.7) | $ 14 | $ 46.3 | |
Dividends on Series A convertible preferred stock | (3.2) | |||
Earnings allocated to Convertible Preferred Stock | 0 | 0 | 0 | |
Net (loss) income attributable to common stockholders | $ (10.9) | $ 14 | $ 46.3 | |
Weighted average number of common shares outstanding – basic | 93,412,000 | 97,898,000 | 105,183,000 | |
Basic (loss) earnings per share | $ (0.12) | $ 0.14 | $ 0.44 | |
Net (loss) income available to common shareholders - diluted | $ (10.9) | $ 14 | $ 46.3 | |
Stock compensation awards | 0 | 263,000,000,000 | 507,000,000,000 | |
Weighted average number of common shares outstanding – diluted | 93,412,000 | 98,161,000 | 105,690,000 | |
Diluted (loss) earnings per share | $ (0.12) | $ 0.14 | $ 0.44 | |
Weighted average number of anti-dilutive options, restricted stock and Series A convertible preferred shares on an as-converted basis (a) | [1] | 9,656,000 | 5,010,000 | 7,452,000 |
[1] Weighted average number of anti-dilutive options is based upon the average closing price of the Company’s common stock on the NYSE for the period. |