Holdings, Inc. (NYSE: BV) Investor Presentation 3 rd Quarter Fiscal - - PowerPoint PPT Presentation

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Holdings, Inc. (NYSE: BV) Investor Presentation 3 rd Quarter Fiscal - - PowerPoint PPT Presentation

BrightView Holdings, Inc. (NYSE: BV) Investor Presentation 3 rd Quarter Fiscal 2019 Results Disclaimer This presentation contains forward looking statements that involve substantial risks and uncertainties. All statements, other than statements


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BrightView Holdings, Inc. (NYSE: BV)

3rd Quarter Fiscal 2019 Results

Investor Presentation

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Investor Presentation | 2

This presentation contains forward looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this presentation, including statements regarding our financial outlook, industry, strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “outlook,” “guidance,” “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. The forward-looking statements contained in this presentation reflect our current views with respect to future events, and we assume no obligation to update any forward-looking statements. Factors that could cause actual results to differ materially from those projected include, but are not limited to the following: general economic and financial conditions; competitive industry pressures; the failure to retain certain current customers, renew existing customer contracts and obtain new customer contracts; a determination by customers to reduce their outsourcing or use of preferred vendors; the dispersed nature of our

  • perating structure; our ability to implement our business strategies and achieve our growth objectives; acquisition and integration risks; the

seasonal nature of our landscape maintenance services; our dependence on weather conditions; increases in prices for raw materials and fuel; product shortages and the loss of key suppliers; our ability to accurately estimate costs of a contract; the conditions and periodic fluctuations of real estate markets, including residential and commercial construction; our ability to retain our executive management and other key personnel; our ability to attract and retain trained workers and third-party contractors and re-employ seasonal workers; any failure to properly verify employment eligibility of our employees; subcontractors taking actions that harm our business; our recognition of future impairment charges; laws and governmental regulations, including those relating to employees, wage and hour, immigration, human health and safety and transportation; environmental, health and safety laws and regulations; the distraction and impact caused by litigation, of adverse litigation judgments or settlements resulting from legal proceedings; increase in on-job accidents involving employees; any failure, inadequacy, interruption, security failure or breach of our information technology systems; any failure to protect the security of personal information about our customers, employees and third parties; our ability to adequately protect our intellectual property; occurrence of natural disasters, terrorist attacks or other external events;

  • ur ability to generate sufficient cash flow to satisfy our significant debt service obligations; our ability to obtain additional financing to fund future

working capital, capital expenditures, investments or acquisitions, or other general corporate requirements; restrictions imposed by our debt agreements that limit our flexibility in operating our business; increases in interest rates increasing the cost of servicing our substantial indebtedness; and counterparty creditworthiness risk or risk of non-performance with respect to derivative financial instruments. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Item

  • 1A. Risk Factors” in our Form 10-K for the fiscal year ended September 30, 2018 as such factors may be updated from time to time in our periodic

filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. This presentation also contains non-GAAP financial measures, as defined in Regulation G and adopted by the SEC. We provide reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure within this presentation and in our Form 8-K announcing our quarterly earnings, which can be found on the SEC’s website at www.sec.gov and our website at www.brightview.com. We are not providing a quantitative reconciliation of our outlook to the corresponding GAAP information because it is not possible to predict with a reasonable degree of certainty the actual impact of certain items that would be included in GAAP results.

Disclaimer

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Company Overview

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Investor Presentation | 4

70+ Years of Best-in-Class Service

  • Founded in 1939 by Theodore Brickman
  • Primarily landscape maintenance and snow

removal services

  • Strong national presence
  • Founded in 1949 by Burton Sperber
  • Provider of landscape maintenance and

development services

  • Strong evergreen market presence

Founded in 2014 Industry-Defining, Route-Based Services Company Strong Local Market Presence and Brand Reputation Large, Highly- Fragmented and Stable Addressable Market Consolidation Strategy Leveraging Resources and Scale Operational Improvements Driving Strong Margins

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Investor Presentation | 5

Providing Holistic Solutions Across the Full Spectrum of Services

Landscape Maintenance Landscape Development

FY’18 Revenue $2.35B Revenues: $1.77B 75% of Revenues Revenues: $0.58B 25% of Revenues Business Overview & Highlights

  • Commercial landscaping and snow removal services
  • Need-based, essential services business
  • Landscape architecture and development

services for new landscapes / large-scale redesign projects

  • Expands BrightView’s customer base
  • Horticultural thought-leadership
  • Complex and high-profile projects
  • Many contracts include ongoing maintenance

upon project completion

Selected Services

Landscape Services Snow Services Tree Care Services Sweep Services Irrigation Fertilization Disaster Recovery Landscape Architecture Nursery & Tree Moving Pool & Water Sports Fields

Selected Customers

Commercial Landscaping

  • Non-discretionary service
  • Predictable recurring revenue

model

  • Broad offering of ancillary

services Snow Removal

  • Counter-seasonal revenue stream
  • Utilizes existing infrastructure
  • Year-to-year variability,

modulated around 30-year avg. snowfall rates

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Investor Presentation | 6

And Offering a Highly Compelling Value Proposition to our Customers

Local Market Presence

 Deep local market knowledge  “Strategic partnership” mentality  Professional, empowered and accountable branch managers  Differentiated training and retention of branch staff  Consistent, high-quality execution  Lower organizational sophistication  Lower consistency of service and quality  Higher employee / crew turnover

Breadth of Service Offerings

 Able to serve virtually any customer need  Expertise in highly technical and complex services  Deep horticultural knowledge base  Ability to self-perform majority of work  Mostly offering basic services  Lacking in depth / horticultural expertise  Customers forced to manage multiple

vendors Professional Operating Platform

 Highly trained, collegiate and masters graduates with deep

horticultural knowledge base and field experience

 Best-in-class technology and equipment  Comprehensive compliance and safety management programs  Sophisticated centralized ERP systems  Smaller scale limits resources to invest in

advanced technological infrastructure

 Less developed Human Resources policies

and practices

 Limited employee career opportunities

National Scale

 Fully invested, national platform capable of serving customers

across multiple geographies while executing locally

 Institutionalized best-practices  Escalation path for local issues to drive collaborative solutions  Significant resources to support local branch operations  Inability to deliver services nationally  Informal or inexistent process for sharing

and implementation of best-practices

 Limited resources dedicated to support and

foster employee development

Average Local Competitor

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Investor Presentation | 7

Leveraging Breadth of Coverage to Serve Customers Across the Country

#1 Player in a

~$67B Market

~10x

Next Largest Competitor

Strong Margins and Free Cash Flow

~80% Cash Conversion

Modest Capex Needs

~2.5% of Revenue Robust M&A Pipeline

14 companies and more than $250 million in revenue acquired since 1/1/17

National Footprint

States with BrightView Branches Extended Coverage via Qualified Service Partners Maintenance Location Development Location

Key Statistics by Region

Branches Employees Evergreen ~65% ~75% Seasonal ~35% ~25% Total > 200 ~ 22,000

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Investor Presentation | 8

Duke University Durham, NC Colonial Williamsburg Williamsburg, VA

Consistently Executing Across Complex Engagements

ExxonMobil Headquarters Irving, TX Getty Museum Los Angeles, CA Four Seasons Hualalai Kona, HI Ritz Carlton Key Biscayne, FL Marlins Park Miami, FL Beacon Park Irvine, CA

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Investor Presentation | 9

Proven Management and Experienced Local Leadership Teams

Brightview Management Combines Extensive Business Services Experience with Robust Local Landscaping Leadership

Andrew Masterman

President and Chief Executive Officer

John Feenan

EVP, Chief Financial Officer

Jeff Herold

President, Landscape Maintenance

Tom Donnelly

President, Landscape Development

Brian Bruce

EVP, Chief Information Officer

Todd Chambers

EVP, Chief Marketing Officer

Jonathan Gottsegen

EVP, Chief Legal Officer

Senior Leadership Team

Position Number of Employees

  • Avg. BrightView

Tenure (yrs.)¹ Senior Vice President 15 19 Vice President 35 17 General Manager 12 16 Branch Manager 208 13 Assistant Branch Manager 62 11 Account Manager 724 8

Local Leadership Team

1 As of 9/30/18 and including tenure with companies acquired by BrightView.

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Growth Drivers

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Investor Presentation | 11

Sustainable Revenue Growth Levers

Dedicated, Locally- based Salesforce to Generate New Sales Accretive Acquisitions with Strong-on-Strong M&A Strategy Multi-Channel Approach to Expand Customer Base Investing in 160+ person business development team solely focused on securing new customers Expanding footprint in high-growth geographies that exhibit favorable weather and economic characteristics Outgrowing regional competitors through targeted segmentation to take market share

2 1 3

2.7% Market Share

CA

CA TX FL NC VA GA AZ

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Investor Presentation | 12

Strong-on-Strong Acquisition Strategy & Robust Pipeline Support Future Growth

4,500+

Additional customer sites

$250M+

Annualized revenue since Jan 1, 2017

The Leading Acquirer in the Commercial Landscaping Industry Strategic Objectives

 Increase Density  Develop Underpenetrated Geographies  Expand Landscape Enhancement Business  Improve Technical Capabilities

2017 2018 2019

Anaheim, CA Vista, CA Sanford, FL Dallas, TX Danville, CA Bay Area, CA Austin, TX South Florida Phoenix, AZ Hartford, CT Tucson, AZ Shamong, NJ Portland, OR

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Investor Presentation | 13 Culture of accountability Rebranded fleet Leadership training and development programs Locally-led and empowered organization Client segmentation and optimization Strong-on-Strong M&A Strategy

Center of Excellence Initiatives

Streamline/ Centralize Procurement Align Executive/ Branch-Level Talent Leverage Technology Standardize Quality Optimize Asset and Resource Mgmt.

Driving Operational Efficiencies to Support Enhanced Customer Service

$

Intense

Customer Focus

Strong Leaders

Not Accepting Mediocrity Ready, Trained, Safe and Enabled

Crews

Superior

Financial Performance

Consistency in

Quality, Service and Productivity

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Industry Overview

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Investor Presentation | 15

1 Per Lawn and Landscape magazine and company press releases, based on 2017 revenue. Excludes tree care focused companies. 2 Per Snow Magazine. 3 Per Management estimates. 4 Ranking based on total publicly reported assets. 5 Per Forbes, based on total revenues.

~10x The Size of Next Largest Direct Competitor Industry Leader Across a Number of Service Lines Differentiated Scale in a Highly- Fragmented Market

Serves 4 of the 5 Largest U.S. Banks4 Contracts with 4 of the 5 Largest U.S. Companies5 Serves 9 of the Top 10 3rd Party Hotel Management Firms Serves 11 of the Top 15 Health Systems

Scope to Service a Diverse Set of End Markets

~13,000 Office Buildings / Corporate Campuses 9,000 Residential Communities ~3,400 Shopping Environments 450+ Education Institutions

High-Profile Bespoke Assignments

Turf Restoration for the National Mall Maintenance for Colonial Williamsburg Official Field Consultant for Major League Baseball Designed / Built Fields for 3 Olympic Games

#1 Commercial Landscaping Services Provider

#1 Commercial Landscaper in the U.S. #1 Snow Removal Company in the U.S.2 Leading Tree Nursery3 Leading Provider of Golf Course Maintenance3 Leading Water Irrigation Service Provider3

Top 10 North American Landscaping Companies1 ~10x

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Investor Presentation | 16

Large, Growing and Highly-Fragmented Commercial Landscaping Industry

1 Landscaping services in the U.S. (2006-2017), IBISWorld – Snowplowing Services in the U.S. (2014, 2016-2017) presents

commercial landscaping services and commercial snowplowing services as a share of the overall U.S. market at rates consistent with IBISWorld figures for 2017.

  • Stable growth due to non-discretionary nature of service
  • Resilient revenue from focus on industry’s Top Quartile
  • BrightView is the only company with >1% market share
  • Growth supported by outsourcing and procurement

centralization trends

  • Quality demands drive engagement complexity and

criticality of execution

~$67B

U.S. Commercial Landscaping and Snow

BrightView: ~$1.77B Market Share: 2.7%

~$52B

U.S. Commercial Landscaping Services

Market Opportunity

Commercial Landscaping and Snow Removal Services Industry

$46 $48 $47 $44 $45 $46 $50 $53 $58 $61 $65 $65 $67 $68 $69 $69 $70 $71 '06A '07A '08A '09A '10A '11A '12A '13A '14A '15A '16A '17A '18E '19E '20E '21E '22E '23E CAGR: 0%

$ Billion1

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Investor Presentation | 17

High Retention, Limited Concentration & Low Relative Cost of Service

$5.57 $5.32 $2.14 $2.15 $1.68 $0.58 $0.24

Fixed Taxes Utilities R&M Cleaning Parking Grounds

Recurring Maintenance Services

Anchor business that provides predictable recurring revenue and high degree of visibility on future performance (75% of FY2018 revenue)

Evergreen Sites

Significant presence in evergreen regions, which require year-round maintenance

Limited Customer Concentration¹

12% 88% Top 10 Customers All Other Customers

1 Reflects BrightView’s customer concentration based upon FY2018 revenue contribution. 2 Other includes: Hospitality, Hospitals, Education, Public Spaces and Other sectors. 3 Building Owners and Managers Association International estimate of 2018 average operating expenses per square foot.

Private Sector Office Building Expenses ($/sq.ft.)3 Stability of Business Model Amplified by Relative Low Cost of Landscaping Services Nature

  • f Services…

No Customer >3%

40% 25% 35%

Other 2 HOA Corporate

Diversified Customer Base1

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Investor Presentation | 18

Snow Services Support Counter-Seasonal Revenue and Employee Retention

 Efficient utilization of existing assets  High value-add to customers (combination with landscape)  Balanced mix of fixed price contracts with guaranteed minimums

(reduce year-to-year volatility) and upside from pay-per-plow contracts

 Additional tool for employee retention given year-round demand

U.S. Snowfall Amounts Modulate Around 10- and 30-Year Averages¹

1 Reflects cumulative annual snowfall at locations where BrightView has a presence. 2019 is fiscal year to date as of 06/30/19.

Inherent Benefits of Snow Services Offering

  • Avgs. as of 6/30/19

10-Yr. 2,999” 30-Yr. 2,775”

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Financial Highlights

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Investor Presentation | 20

Full Year 2019 Assumptions

  • Acquisitions: expect contribution of around $90 million to fiscal 2019 revenue
  • EBITDA Margin: expect 10 to 30 basis points higher versus full year fiscal 2018
  • Net Debt / Adjusted EBITDA ratio: expect to approach 3.5x by the end of fiscal 2019

FY2019 Financial Guidance1

Total Revenue Adjusted EBITDA Net Capital Expenditures

$2,400M - $2,470M

Predictable Drivers

$310M - $318M

Profitable Growth

~2.5% of Revenue

Long-Term Average

Expect to Deliver Low End of Total Revenue and Adj. EBITDA Guidance

1Our financial guidance, which was updated on 8/7/19, contains forward-looking statements and is subject to risks and uncertainties.

See “Introductory Information”.

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Investor Presentation | 21

3Q FY2019 Revenue

(Numbers $M)

3Q19 3Q18 Commentary Total Revenue $657.2 $630.3

  • 4.3% Increase
  • (+) Contract Revenue, Bookings and M&A
  • (-) Managed Exits, Snow and Wet Weather

Maintenance Services $492.1 $474.6

  • 3.7% Increase
  • (+) Contract Revenue and Acquisitions
  • (-) Managed Exits, Snow and Wet Weather

Development Services $166.3 $157.4

  • 5.7% Increase
  • (+) Strong bookings pipeline
  • (-) Wet Weather
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Investor Presentation | 22

3Q FY2019 Adjusted EBITDA

  • Maintenance Services Segment

 Wet weather reduced operating efficiency and caused delays in ancillary services  Recent acquisitions operated at a lower margin versus BrightView’s average

  • Development Services Segment

 Strong bookings pipeline  Higher productivity compared with 3Q18 due to the nature of the projects

(Numbers $M)

3Q19 3Q18 Commentary Total Adj. EBITDA $101.9 $97.8

  • 4.2% Increase
  • 80 basis point Gross Margin expansion
  • Flat Adjusted EBITDA margin versus 3Q18

Maintenance Services $91.1 $91.3

  • (0.2)% Decrease
  • 18.5% Adjusted EBITDA margin
  • 70 basis point contraction

Development Services $27.0 $22.0

  • 22.8% Increase
  • 16.2% Adjusted EBITDA margin
  • 220 basis point expansion

Corporate Expenses ($16.2) ($15.5)

  • (4.7%) Increase
  • 2.5% of revenue
  • Flat as a percentage of revenue versus 3Q18
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Investor Presentation | 23

9M FY2019 Financial Results

(Numbers $M)

Revenue Adjusted EBITDA 9M19 9M18 9M19 9M18 Total BrightView $1,779.9 $1,771.8 $213.1 $215.9 Maintenance Services $1,358.0 $1,341.4 $204.8 $210.2 Development Services $424.7 $433.6 $55.0 $55.3 Corporate Expenses

  • ($46.7)

($49.6)

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Investor Presentation | 24

9M FY2019 Capital Expenditures and Net Debt

1 Net capital expenditures excludes the acquisition of legacy ValleyCrest land and buildings for $21.6mm in 1Q18 and is net of proceeds from sale of property & equipment. 2 Net Debt includes total long-term debt, net of original issue discount, and capital lease obligations net of cash and equivalents

Net CapEx / Total Revenue: 2.6% at 9M18 vs. 4.0% at 9M19 Expect to be below 3.0% at FYE 2019 Net Debt / Adjusted EBITDA 4.0x at 2Q19 vs. 3.9x at 3Q19 Expect to approach 3.5x at FYE ’19

Capital Expenditures Net Debt

$1,174.1 $1,170.6

  • Mar. 31, '19
  • Jun. 30, '19

2

$46.2 $70.4 $21.6 $3.9 $6.8

9M18 9M19

1 1

Asset Disposals

Legacy Assets

Generating Cash to Invest in Capex, Reduce Debt and Continue M&A

Net Capex Net Capex

$71.7 $77.2 (Numbers $M)

2Q19 3Q19 Total Financial Debt2 $1,185.3 $1,181.5 Total Cash and Equivalents $11.2 $10.9 Net Financial Debt3 $1,174.1 $1,170.6 Net Debt / LTM

  • Adj. EBITDA

4.0x 3.9x

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Appendix

3Q19 and 9M19 Non-GAAP Reconciliations Full Year 2018 Results & Non-GAAP Reconciliations

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Investor Presentation | 26

3Q19: Non-GAAP to GAAP Reconciliation Adjusted EBITDA

(*) Amounts may not total due to rounding.

(in millions)* 2019 2018 2019 2018

Adjusted EBITDA Net income (loss) 31.7 $ (1.4) $ 19.3 $ (4.1) $ Plus: Interest expense, net 18.4 27.5 54.4 77.5 Income tax expense (benefit) 11.0 1.2 6.6 (58.2) Depreciation expense 20.9 17.8 61.9 56.6 Amortization expense 13.9 29.2 42.9 89.6 Establish public company financial reporting compliance (a) 1.1 0.6 2.8 3.4 Business transformation and integration costs (b) 4.4 2.5 13.4 21.4 Expenses related to initial public offering (c) 0.1 4.7 0.1 6.8 Equity-based compensation (d) 0.3 15.0 11.8 20.8 Management fees (e) — 0.7 — 2.1 Adjusted EBITDA 101.9 $ 97.8 $ 213.1 $ 215.9 $

Nine Months Ended June 30, Three Months Ended June 30,

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Investor Presentation | 27

3Q19: Non-GAAP to GAAP Reconciliation

  • Adj. Net Income and Adj. Free Cash Flow

(*) Amounts may not total due to rounding.

(in millions)* 2019 2018 2019 2018

Adjusted Net Income Net loss 31.7 $ (1.4) $ 19.3 $ (4.1) $ Plus: Amortization expense 13.9 29.2 42.9 89.6 Establish public company financial reporting compliance (a) 1.1 0.6 2.8 3.4 Business transformation and integration costs (b) 4.4 2.5 13.4 21.4 Expenses related to initial public offering (c) 0.1 4.7 0.1 6.8 Equity-based compensation (d) 0.3 15.0 11.8 20.8 Management fees (e) — 0.7 — 2.1 Income tax adjustment (f) (4.5) (18.1) (17.2) (85.8) Adjusted Net Income 47.0 $ 33.2 $ 73.1 $ 54.1 $ Free Cash Flow and Adjusted Free Cash Flow Cash flows from operating activities 44.5 $ 44.5 $ 109.2 $ 123.7 $ Minus: Capital expenditures 34.6 27.6 77.2 71.7 Plus: Proceeds from sale of property and equipment 3.8 2.4 6.8 3.9 Free Cash Flow 13.7 $ 19.3 $ 38.8 $ 55.9 $ Plus: ValleyCrest land and building acquisition (g) — — — 21.6 Adjusted Free Cash Flow 13.7 $ 19.3 $ 38.8 $ 77.5 $

Nine Months Ended June 30, Three Months Ended June 30,

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Investor Presentation | 28

3Q19: Non-GAAP to GAAP Reconciliation Footnotes

(in millions)* 2019 2018 2019 2018

Severance and related costs 0.4 $ 1.1 $ 2.0 $ 3.3 $ Rebranding of vehicle fleet 0.1 0.4 0.4 12.4 Business integration 3.0 0.2 6.8 0.4 IT Infrastructure transformation and other 0.9 0.8 4.2 5.3 Business transformation and integration costs 4.4 $ 2.5 $ 13.4 $ 21.4 $

Nine Months Ended June 30, Three Months Ended June 30, (in millions)* 2019 2018 2019 2018

Tax impact of pre-tax income adjustments 4.5 $ 17.7 $ 16.4 $ 43.7 $ Discrete tax items

  • 0.4

0.8 42.1 Income tax adjustment 4.5 $ 18.1 $ 17.2 $ 85.8 $

Nine Months Ended June 30, Three Months Ended June 30,

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Investor Presentation | 29

3Q19: Non-GAAP to GAAP Reconciliation Total Net Financial Debt

(*) Amounts may not total due to rounding.

(in millions)* June 30, 2019 March 31, 2019 September 30, 2018

Long-term debt, net 1,145.8 $ 1,147.5 $ 1,141.3 $ Plus: Current portion of long-term debt 10.4 $ 10.4 $ 13.0 $ Financing costs, net 18.0 18.9 20.0 Present value of net minimum payment - capital lease obligations 7.3 8.6 10.1 Total Financial Debt 1,181.5 $ 1,185.3 $ 1,184.4 $ Less: Cash and cash equivalents (10.9) (11.2) (35.2) Total Net Financial Debt 1,170.6 $ 1,174.1 $ 1,149.2 $

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Investor Presentation | 30

Record Results in Fiscal Year 2018

  • Record Total Revenue
  • Record Adjusted EBITDA
  • Recorded Adjusted EBITDA margin
  • Record Cash Flow Generation

Revenue

∆ YoY

$2,353.6 M

Up 5.7%

  • Adj. EBITDA Margin

∆ YoY (bps)

12.8%

Up 80 bps

  • Adj. EBITDA

∆ YoY

$300.1 M

Up 12.6%

  • Maintenance Services

 Revenue $1,774.8 M – up 7.4% yoy 

  • Adj. EBITDA $289.8 M – up 12.3% yoy
  • Development Services

 Revenue $583.3 M – up 1.1% yoy 

  • Adj. EBITDA $78.7 M – up 1.7% yoy
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Investor Presentation | 31

Fiscal Year 2018 Revenue

(Numbers $M)

FY 2018 FY 2017 Commentary Total Revenue $2,353.6 $2,225.9

  • 5.7% Increase
  • Company Record
  • In-line with IPO Target

Maintenance Services $1,774.8 $1,651.8

  • 7.4% Increase
  • (+) M&A and Snow Removal
  • (-) Managed Exits

Development Services $583.3 $577.2

  • 1.1% Increase
  • (+) M&A and New Business
  • (-) Large Projects
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Investor Presentation | 32

Fiscal Year 2018 Adjusted EBITDA

  • Record Total Revenue
  • Record Adjusted EBITDA
  • Record Adjusted EBITDA margin
  • Record Cash Flow Generation

(Numbers $M)

FY 2018 FY 2017 Commentary Total Adj. EBITDA $300.1 $266.6

  • 12.6% Increase
  • 12.8% Adjusted EBITDA margin
  • 80 basis point expansion

Maintenance Services $289.8 $258.0

  • 12.3% Increase
  • 16.3% Adjusted EBITDA margin
  • 70 basis point expansion

Development Services $78.7 $77.4

  • 1.7% Increase
  • 13.5% Adjusted EBITDA margin
  • 10 basis point expansion

Corporate Expenses ($68.4) ($68.8)

  • (0.6%) Decrease
  • SG&A efficiencies
  • 20 basis point improvement
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Investor Presentation | 33

Fiscal Year 2018 Strong Balance Sheet and Free Cash Flow

1 Net capital expenditures excludes the acquisition of legacy ValleyCrest land and buildings for $21.6mm in 2017 and is net of proceeds from sale of property & equipment. 2 See the “Non-GAAP to GAAP Reconciliation” in the Appendix of this presentation for a reconciliation to the most directly comparable GAAP measure 3 Net Debt includes total long-term debt, net of original issue discount, and capital lease obligations net of cash and equivalents 4 Cash Conversion Rate is defined as (Adjusted EBITDA – Net Capital Expenditures) / Adjusted EBITDA

Net CapEx / Total Revenue: 2.2% in 2018 vs. 2.4% in 2017 Strong Net Income and Focus on Net Working Capital Net Debt / Adjusted EBITDA 3.8x at FYE 2018 vs. 6.1x at FYE 2017 Strong Adj. EBITDA Growth and Prudent CapEx Deployment

Capital Expenditures Adjusted Free Cash Flow Net Debt Cash Conversion Rate

$1,627.0 $1,149.2

FYE 17 FYE 18

79.8% 82.4%

FYE 17 FYE 18

2

$53.9

Net Capex

$52.8

Net Capex

$7.0 $12.0

FYE 17 FYE 18

$60.9 $86.4 $21.6 $70.4 $127.6

FYE 17 FYE 18

3 4

1 1

Asset Disposals Legacy Assets

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Investor Presentation | 34

FY 2018 Non-GAAP Reconciliations Adjusted EBITDA

(*) Amounts may not total due to rounding.

Three Months Ended September 30, Twelve Months Ended September 30, (in millions)* 2018 2017 2018 2017

Adjusted EBITDA Net loss $ (10.9 ) $ 0.4 $ (15.1 ) $ (37.4 ) Plus: Interest expense, net 20.3 24.7 97.8 98.1 Income tax benefit (8.1 ) (2.0 ) (66.2 ) (24.0 ) Depreciation expense 18.7 17.0 75.3 77.7 Amortization expense 15.3 31.0 104.9 125.8 Establish public company financial reporting compliance (a) 0.8 — 4.1 2.3 Business transformation and integration costs (b) 4.0 7.9 25.4 18.7 Expenses related to initial public offering (c) — — 6.8 — Debt extinguishment (d) 25.1 — 25.1 — Equity-based compensation (e) 8.0 0.3 28.8 2.9 Management fees (f) 11.0 0.6 13.1 2.6 Adjusted EBITDA $ 84.2 $ 79.7 $ 300.1 $ 266.6

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Investor Presentation | 35

FY 2018 Non-GAAP Reconciliations

  • Adj. Net Income and Adj. Free Cash Flow

(*) Amounts may not total due to rounding.

Three Months Ended September 30, Twelve Months Ended September 30, (in millions)* 2018 2017 2018 2017

Adjusted Net Income Net loss $ (10.9 ) $ 0.4 (15.1 ) $ (37.4 ) Plus: Amortization expense 15.3 31.0 104.9 125.8 Establish public company financial reporting compliance (a) 0.8 — 4.1 2.3 Business transformation and integration costs (b) 4.0 7.9 25.4 18.7 Expenses related to initial public offering (c) — — 6.8 — Debt extinguishment (d) 25.1 — 25.1 — Equity-based compensation (e) 8.0 0.3 28.8 2.9 Management fees (f) 11.0 0.6 13.1 2.6 Income tax adjustment (g) (17.5 ) (16.0 ) (103.1 ) (56.7 ) Adjusted Net Income $ 35.8 $ 24.2 $ 90.0 $ 58.1 Free Cash Flow and Adjusted Free Cash Flow Cash flows from operating activities $ 56.7 $ 55.3 $ 180.4 $ 124.2 Minus: Capital expenditures 14.7 9.9 86.4 60.9 Plus: Proceeds from sale of property and equipment 8.0 1.7 12.0 7.0 Free Cash Flow $ 50.1 $ 47.1 $ 105.9 $ 70.4 Plus: ValleyCrest land and building acquisition (h) — — 21.6 — Adjusted Free Cash Flow $ 50.1 $ 47.1 $ 127.6 $ 70.4

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Investor Presentation | 36

FY 2018 Non-GAAP Reconciliations Footnotes

(*) Amounts may not total due to rounding. (a) Represents costs incurred to establish public company financial reporting compliance, including costs to comply with the requirements of Sarbanes-Oxley and the accelerated adoption of the new revenue recognition standard (ASC 606 – Revenue from Contracts with Customers), and other miscellaneous costs. (b) Business transformation and integration costs consist of (i) severance and related costs; (ii) vehicle fleet rebranding costs; (iii) business integration costs and (iv) information technology infrastructure transformation costs and other.

Three Months Ended September 30, Twelve Months Ended September 30, (in millions)* 2018 2017 2018 2017

Severance and related costs $ 2.5 $ 0.8 $ 5.7 $ 6.9 Rebranding of vehicle fleet 0.1 5.6 12.5 6.3 Business integration 1.3 — 1.7 0.6 IT Infrastructure transformation and other 0.1 1.5 5.5 4.9 Business transformation and integration costs $ 4.0 $ 7.9 $ 25.4 $ 18.7

(c) Represents expenses incurred in connection with the IPO. (d) Represents losses on the extinguishment of debt. (e) Represents equity-based compensation expense recognized for equity incentive plans outstanding, including $19.6 million related to the IPO in the twelve months ended September 30, 2018. (f) Represents fees paid pursuant to a monitoring agreement terminated on July 2, 2018 in connection with the completion of the IPO. (g) Represents the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of the applicable discrete tax items, which collectively result in a reduction of income tax. The tax effect of pre-tax items excluded from Adjusted Net Income is computed using the statutory rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances. Discrete tax items include changes in laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances. The twelve months ended September 30, 2018 amount includes a $43.4 million benefit recognized as a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the U.S. Tax Cuts and Jobs Act.

Three Months Ended September 30, Twelve Months Ended September 30, (in millions)* 2018 2017 2018 2017

Tax impact of pre-tax income adjustments $ 16.1 $ 14.3 $ 59.6 $ 55.3 Discrete tax items 1.4 1.7 43.5 1.4 Income tax adjustment $ 17.5 $ 16.0 $ 103.1 $ 56.7

(h) Represents the acquisition of legacy ValleyCrest land and buildings in October 2017.

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SLIDE 37

Thank You

Investor Relations Contact: Daniel Schleiniger

VP, Investor Relations 484.567.7148 Daniel.Schleiniger@BrightView.com

Media Contact: Fred Jacobs

VP, Communications & Public Affairs 484.567.7244 Fred.Jacobs@BrightView.com investor.brightview.com