Third Quarter Fiscal 2020 Earnings Call NYSE: BV August 5, 2020 - - PowerPoint PPT Presentation

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Third Quarter Fiscal 2020 Earnings Call NYSE: BV August 5, 2020 - - PowerPoint PPT Presentation

Third Quarter Fiscal 2020 Earnings Call NYSE: BV August 5, 2020 Introductory Information This presentation contains forward looking statements that involve substantial risks and uncertainties. All statements, other than statements of


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Third Quarter Fiscal 2020 Earnings Call

August 5, 2020

NYSE: BV

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3Q FY2020 Earnings Presentation | 2

Introductory Information

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 industry, strategy, future operations, future liquidity and 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 duration and extent of the novel coronavirus (COVID-19) pandemic and the impact of federal, state, and local governmental actions and customer behavior in response to the pandemic and such governmental actions, including possible additional or reinstated restrictions as a result of a resurgence of the pandemic; the risk that our Maintenance and Development

  • perations may be deemed not to be an essential business or service in jurisdictions where we operate; customer demand for or customer cancellations or

delays of work; any adverse impact on the timing and collectability of payments to us from customers as a result of the impact of COVID-19 on them;

  • perational disruptions if a significant percentage of our workforce is unable to work or we experience labor shortages, including because of illness or travel or

government restrictions in connection with the COVID-19 pandemic and delays in H2-B visa processing; the risk that we may be unable to timely obtain supplies needed to provide our services as a result of disruptions caused by the COVID-19 pandemic; contracting and challenging business, economic and financial conditions, including conditions as a result of the COVID-19 pandemic; competitive industry pressures; the failure to retain certain current customers, renew existing customer contracts and obtain new customer contracts; the failure to enter into profitable contracts, or maintaining customer contracts that are unprofitable; a determination by customers to reduce their outsourcing or use of preferred vendors; the dispersed nature of our operating 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; any failure to accurately estimate the overall risk, requirements, or costs when we bid on or negotiate contracts that are ultimately awarded to us; 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;

  • ur ability to attract and retain trained workers and third-party contractors and re-employ seasonal workers; any failure to properly verify employment eligibility
  • f 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, including regulatory costs, claims and litigation related to the use of chemicals and pesticides by employees and related third-party claims; 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, pandemics or other unforeseen adverse events; changes in generally accepted accounting principles in the United States; our 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

  • perating our business; increases in interest rates governing our variable rate indebtedness increasing the cost of servicing our substantial indebtedness

including proposed changes to or elimination of LIBOR; counterparty credit worthiness risk or risk of non- performance with respect to derivative financial instruments; ownership of our common stock; and costs and requirements imposed as a result of maintaining the requirement of being a public company. 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, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as such factors may be updated from time to time in our subsequent filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.

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3Q FY2020 Earnings Presentation | 3

Quarter Highlights and Business Update

Andrew Masterman | President and Chief Executive Officer

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3Q FY2020 Earnings Presentation | 4

Free Cash Flow increased 200% year-over-year All branches operational with no limitations on the scope of services Total Q3 Fiscal 2020 Revenue declined 7.5%, driven by COVID impacts Total Adjusted EBITDA margin of 15% Contract-based business remained at 98% of prior year

Executive Overview

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3Q FY2020 Earnings Presentation | 5

4Q 2020 Assumptions

  • Revenue: expect COVID-19 related headwinds to impact Ancillary demand
  • Acquisitions: we will continue to consolidate our industry and acquisitions will be a

reliable and sustainable source of revenue growth

  • Cash Flow: continued focus leading to positive cash generation and strong liquidity

4Q FY2020 Financial Guidance1

Total Revenue Adjusted EBITDA Net Capital Expenditures

$585M - $610M

Resilient Contract-Based Business

$85M - $89M

Strong Profitability

~2.5% of Revenue

4Q Target

Resilient Business Model Drives Stable Results

1Our financial guidance, which was updated on 8/5/20, contains forward-looking statements and is subject to risks and uncertainties.

See “Introductory Information”.

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3Q FY2020 Earnings Presentation | 6

Teams Never Stopped Working

  • Social Distancing strategies remain in effect
  • Smaller crews, Staggered start times, Intact crew teams
  • Evolved start/end of shift practices: ETC, stretch and flex, gate

check, shut down

  • Implemented daily screening protocol

Branch Offices Provided CDC Guidance

  • Deployed branch office reopening plan including social

distancing, face covers and sanitizing practices; signage and posters

  • Where possible, remote working is still encouraged
  • Daily screening protocol for all branch team members

Corporate Offices Remain Closed

  • Target re-opening January 4, 2021

COVID-19 Business Continuity

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3Q FY2020 Earnings Presentation | 7

Landscaping recognized as essential service and our team has navigated difficult cycles in the past Exercising prudence, maintaining contract base, protecting margins, preserving liquidity and managing CapEx and working capital Two largest verticals, HOAs and commercial, have shown to be a stabilizing factor Cost containment actions to partially offset softness in revenue

COVID-19 Business Continuity (con’t)

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3Q FY2020 Earnings Presentation | 8

“Strong-on-Strong” Acquisitions

$350M+

Annualized revenue 2017 to 2020

2017 2018 2019

Anaheim, CA Vista, CA Sanford, FL Dallas, TX Danville, CA Bay Area, CA Austin, TX Fort Lauderdale, FL Phoenix, AZ Hartford, CT Tucson, AZ Shamong, NJ Portland, OR Syracuse, NY Mesa, AZ San Diego, CA

2020

1Aquisitions realized in 2020 for the fiscal year-to-date as of 08/05/2020.

1

Napa, CA Rock Hill, SC Norcross, GA

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3Q FY2020 Earnings Presentation | 9

M&A Offers Attractive Use of Capital

Establish New $5M BV Branch

Item Cost Range Capital Expenditures

(incl. Trucks & Mowers)

$1.6M - $1.8M New Sales Commissions

(Assumes $5M New Sales)

0.3M Branch Leaders & Recruiting

(Start up leadership team and employee recruiting)

0.5M - 0.7M Total Investment $2.4M - $2.8M

Tuck-In Acquisition

Item Cost Range Annual Revenue $5.0M Annual EBITDA

(Assumes 10% Margin)

0.5M Purchase Price Multiple

(Based on typical range for like size companies)

5.0X – 6.0X Total Investment $2.5M - $3.0M

Similar Investment

M&A Offers Lower Risk Option to Expand in New Markets and Existing Markets Similar Investment Needed for Tuck-In Acquisition and New BV Branch*

*Illustrative

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3Q FY2020 Earnings Presentation | 10

Value Creation Through M&A

Illustrative Financials at Acquisition

Revenue EBITDA Margin Multiple $5.0M $0.5M 10.0% 5.0x

Full Integration into BrightView (18 - 24 Months)

Revenue EBITDA Margin Multiple $5.3M $0.8M 15.0% 3.2x

Accelerate Growth Operational Productivity Enhanced Procurement Cost Synergies

Implementing BrightView Operating Model… Increases Shareholder Value

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Financial Review and Outlook

John Feenan | EVP and Chief Financial Officer

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3Q FY2020 Revenue

(Numbers $M)

3Q20 3Q19 Commentary Total Revenue $608.1 $657.2

  • (7.5)% Decrease
  • (+) Strong-on-Strong M&A & Contract Stability
  • (-) COVID-19 Headwinds

Maintenance Services $460.0 $492.1

  • (6.5)% Decrease
  • (+) Strong-on-Strong M&A
  • (-) COVID-19 Headwinds (Ancillary Demand)

Development Services $149.1 $166.3

  • (10.3)% Decrease
  • (+) Strong Project Pipeline
  • (-) COVID-19 Headwinds (Project Delays)
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3Q FY2020 Earnings Presentation | 13

3Q FY2020 Adjusted EBITDA

  • Maintenance Services Segment

 Driven by revenue softness associated with COVID-19 impact on ancillary demand  SG&A cost containment partially offset revenue losses

  • Development Services Segment

 Project delays driven by shelter-in-placer orders impacted growth  Timing of larger margin project settlements in the prior year impacting comparability

(Numbers $M)

3Q20 3Q19 Commentary Total Adj. EBITDA $91.0 $101.9

  • (10.7)% Decrease
  • 15.0% Adjusted EBITDA margin
  • 50 basis point contraction

Maintenance Services $84.0 $91.1

  • (7.8)% Decrease
  • 18.3% Adjusted EBITDA margin
  • 20 basis point contraction

Development Services $21.1 $27.0

  • (21.9)% Decrease
  • 14.2% Adjusted EBITDA margin
  • 200 basis point contraction

Corporate Expenses ($14.1) ($16.2)

  • (13.0)% Decrease
  • 2.3% of revenue
  • 20 basis point improvement
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3Q FY2020 Earnings Presentation | 14

9M FY2020 Results

(Numbers $M)

Revenue Adjusted EBITDA 9M20 9M19 9M20 9M19 Total BrightView $1,737.9 $1,779.9 $181.6 $213.1 Maintenance Services $1,295.1 $1,358.0 $172.9 $204.8 Development Services $445.5 $424.7 $53.9 $55.0 Corporate Expenses

  • ($45.2)

($46.7)

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3Q FY2020 Earnings Presentation | 15

$70.4 $42.1 $6.8 $3.8 9M19 9M20

Capital Expenditures, Net Debt and Free Cash Flow

1 Net capital expenditures includes 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 3 See the “Non-GAAP to GAAP Reconciliation” in the Appendix of this presentation for a reconciliation to the most directly comparable GAAP measure

Net CapEx / Total Revenue 4.0% at 9M19 vs. 2.4% at 9M20 Expect to be ~2.5% in FY 2020 Net Debt / LTM Adjusted EBITDA 3.9x at Q319 vs. 4.1x at Q320 Focus on balancing liquidity needs during COVID-19 pandemic Free Cash Flow $38.8M at 9M19 vs. $119.8M at 9M20 Managing Capital Expenditures and Working Capital Commitments

Capital Expenditures Net Debt Free Cash Flow

$1,170.6 $1,111.6

Q319 Q320

2

1 1

Asset Disposals

Maintaining a Conservative Utilization of Cash During the Pandemic

Net Capex Net Capex

$77.2 $45.9

1

$38.8 $119.8

9M19 9M20

3

1

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Liquidity Update

Debt Maturities:

  • Receivables Financing Agreement

 Maturity: February 2022

  • Revolving Credit Facility

 Maturity: August 2023

  • Term Loan

Maturity: August 2025

$(M)

As of 6/30/2020

Revolving Credit Facility $182.0 Receivables Financing Agreement 29.6 Total Credit Available 211.6 Cash and Cash Equivalents 89.9 Total Liquidity $301.5

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3Q FY2020 Earnings Presentation | 17

Closing Remarks

Andrew Masterman | President and Chief Executive Officer

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COVID-19 related headwinds expect to impact Ancillary demand Fundamentals of business and industry remain strong Exceptional Free Cash Flow generation to fund M&A and pay down debt Continued focus on managing working capital and CapEx Entered crisis in a position of strength and expect to exit stronger

Key Takeaways

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QUESTIONS & ANSWERS

3Q FY2020 Earnings Call

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Appendix

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Non-GAAP to GAAP Reconciliation

(*) Amounts may not total due to rounding.

Three Months Ended June 30, Nine Months Ended June 30, (in millions)* 2020 2019 2020 2019

Adjusted EBITDA Net (loss) income $ (2.4 ) $ 31.7 $ (35.5 ) $ 19.3 Plus: Interest expense, net 15.4 18.4 49.9 54.4 Income tax (benefit) expense (0.3 ) 11.0 (11.9 ) 6.6 Depreciation expense 20.9 20.9 60.4 61.9 Amortization expense 13.6 13.9 40.6 42.9 Establish public company financial reporting compliance (a) — 1.1 0.9 2.8 Business transformation and integration costs (b) 8.2 4.5 25.8 13.3 Offering-related expenses (c) 2.6 0.1 4.1 0.1 Equity-based compensation (d) 4.9 0.3 18.2 11.8 COVID-19 related expenses (e) 4.0 — 5.0 — Changes in self-insured liability estimates (f) 24.1 — 24.1 — Adjusted EBITDA $ 91.0 $ 101.9 $ 181.6 $ 213.1 Adjusted Net Income Net (loss) income $ (2.4 ) $ 31.7 $ (35.5 ) $ 19.3 Plus: Amortization expense 13.6 13.9 40.6 42.9 Establish public company financial reporting compliance (a) — 1.1 0.9 2.8 Business transformation and integration costs (b) 8.2 4.5 25.8 13.3 Offering-related expenses (c) 2.6 0.1 4.1 0.1 Equity-based compensation (d) 4.9 0.3 18.2 11.8 COVID-19 related expenses (e) 4.0 — 5.0 — Changes in self-insured liability estimates (f) 24.1 — 24.1 — Income tax adjustment (g) (11.0 ) (4.6 ) (26.7 ) (17.1 ) Adjusted Net Income (h) $ 44.0 $ 47.0 $ 56.5 $ 73.1 Free Cash Flow Cash flows from operating activities $ 76.2 $ 44.5 $ 161.9 $ 109.2 Minus: Capital expenditures 10.8 34.6 45.9 77.2 Plus: Proceeds from sale of property and equipment 1.1 3.8 3.8 6.8 Free Cash Flow $ 66.5 $ 13.7 $ 119.8 $ 38.8

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Non-GAAP to GAAP Reconciliation (cont.)

(*) 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

  • f Sarbanes-Oxley and the accelerated adoption of the 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 June 30, Nine Months Ended June 30, (in millions)* 2020 2019 2020 2019

Severance and related costs $ 2.7 $ 0.4 $ 3.3 $ 2.0 Rebranding of vehicle fleet — 0.1 — 0.4 Business integration 1.8 3.0 10.6 6.8 IT infrastructure, transformation, and other 3.7 1.0 11.9 4.1 Business transformation and integration costs $ 8.2 $ 4.5 $ 25.8 $ 13.3

(c) Represents expenses incurred for IPO related litigation and subsequent registration statements. (d) Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding, including $1.9 and $5.8 million of equity based compensation expense related to the IPO in the three and nine months ended June 30, 2020, respectively. (e) Represents expenses related to the Company’s response to the COVID-19 pandemic, principally related to temporary and incremental cleaning and supply purchases, salary and related expenses, and other. (f) Represents expenses related to changes in estimates and actuarial assumptions associated with the Company’s self-insured liability amounts for workers’ compensation, general liability, auto liability, and employee health care insurance programs, to reflect uncertainties associated with the current environment, including the COVID-19 pandemic. (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.

Three Months Ended June 30, Nine Months Ended June 30, (in millions)* 2020 2019 2020 2019

Tax impact of pre-tax income adjustments $ 5.3 $ 4.6 $ 20.8 $ 16.3 Discrete tax items 5.7 — 5.9 0.8 Income tax adjustment $ 11.0 $ 4.6 $ 26.7 $ 17.1

(h) Adjusted EPS is defined as Adjusted Net Income divided by the weighted average number of common shares outstanding for the period used in the calculation of basic EPS.

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Non-GAAP to GAAP Reconciliation (cont.)

(*) Amounts may not total due to rounding.

Total Financial Debt and Total Financial Net Debt

(in millions)* June 30, 2020 September 30, 2019 June 30, 2019

Long-term debt, net $ 1,159.1 $ 1,134.2 $ 1,145.8 Plus: Current portion of long-term debt 10.4 10.4 10.4 Financing costs, net 14.7 17.1 18.0 Present value of net minimum payment - finance/capital lease

  • bligations

17.3 8.5 7.3 Total Financial Debt 1,201.5 1,170.2 1,181.5 Less: Cash and cash equivalents (89.9 ) (39.1 ) (10.9 ) Total Net Financial Debt $ 1,111.6 $ 1,131.1 $ 1,170.6 Total Net Financial Debt to Adjusted EBITDA ratio 4.1x 3.7x 3.9x

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Thank You

Investor Relations Contact: John E. Shave

VP of Investor Relations 484.567.7148 John.Shave@BrightView.com

Media Contact: Fred Jacobs

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