Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021

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Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021
Second Quarter Fiscal
2021 Earnings Call

  NYSE: BV

  May 6, 2021
Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021
Introductory Information
Forward-Looking Statements
This presentation contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 that
involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this presentation, including statements made under the heading “Financial
Guidance” and other statements related to our expectations 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 such as “outlook,” “guidance,” “projects,” “continues,” “believes,” “expects,” “may,” “will,” “should,” “seeks,”
“intends,” “plans,” “estimates,” or “anticipates,” or the negative version of these words 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. Factors that could cause actual results to differ materially from those projected include, but
are not limited to: general business economic and financial conditions; the duration and extent of the novel coronavirus (COVID-19) pandemic and its resurgence, and the impact of federal, state
and local governmental actions and customer behavior in response to the pandemic, including possible additional or reinstated restrictions as a result of a resurgence of the pandemic; competitive
industry pressures; the failure to retain 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; changes in our ability to source adequate supplies and materials in a timely manner; 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; 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, 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 and 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; our ability to adequately protect our intellectual property; restrictions imposed by our debt agreements that limit our flexibility in operating our business; 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; increases in interest rates governing our variable rate indebtedness increasing the cost of servicing our substantial indebtedness including
proposed changes to LIBOR; ownership of our common stock; occurrence of natural disasters, terrorist attacks or other external events; changes in generally accepted accounting principles in
the United States; 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, 2020 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. Accordingly, there are or will be important factors that could cause actual
outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary
statements that are included in this presentation and in our filings with the SEC. Any forward-looking statement made in this presentation speaks only as of the date on which it was made. We
undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

 Non-GAAP Financial Measures
 Included in this presentation are certain non-GAAP financial measures, such as “Adjusted EBITDA”, “Adjusted EBITDA Margin”, “Adjusted Net Income”, “Free Cash Flow”, Total Financial
 Debt”, “Total Net Financial Debt” and “Total Net Financial Debt to Adjusted EBITDA ratio”, designed to complement the financial information presented in accordance with U.S. GAAP because
 management believes such measures are useful to investors. These non-GAAP financial measures should be considered only as supplemental to financial measures provided in accordance
 with GAAP. Please refer to the appendix of this presentation for a reconciliation of the historical non-GAAP financial measures included in this presentation to the most directly comparable
 financial measures prepared in accordance with GAAP. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without
 unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures. For the same reasons we are unable to address the probable significance of the
 unavailable information, which could have a potentially unpredictable and potentially significant impact on its future GAAP financial results..

                                                                                                                                                       2Q FY2021 Earnings Presentation | 2
Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021
Quarter Highlights and Business Update
Andrew Masterman | President and Chief Executive Officer

                                                 2Q FY2021 Earnings Presentation | 3
Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021
Executive Overview

                     REVENUE
                     • Contract snow book of business
                       expansion driven by 10% organic
                       growth

                     ADJUSTED EBITDA
                     • $66.8M in 2Q’21 with a margin
                       increase of 320 bps to 10.2%

                     LEVERAGE & LIQUIDITY
                     • Leverage ratio of 3.5x, total liquidity
                       as of 2Q’21 was $401.5M

                     STRONG-ON-STRONG M&A
                     • 5 acquisitions during FY21; pipeline
                       has over $400M in revenue

                                           2Q FY2021 Earnings Presentation | 4
Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021
Financial Guidance1

     Total Revenue                                                                              Assumptions

                                                                          Revenue: investment in our sales
  $640M -                         $2.48B -                                team is driving sustainable organic
  $660M                           $2.52B                                  growth and record revenue.

                                                                          Acquisitions: benefitting from
                                                                          early execution of FY2021 M&A
    Adjusted EBITDA                                                       strategy.

                                                                          Cost Management: expect to
   $91M -                         $302M -                                 maintain same discipline and
   $95M                           $310M                                   controls deployed at the beginning
                                                                          of pandemic.

        Executing BV Strategy Drives 2H Organic Growth

      1Our financial guidance, which was updated on 5/6/21, contains forward-looking statements and is subject to risks and uncertainties.
      See “Introductory Information”.

                                                                                                                         2Q FY2021 Earnings Presentation | 5
Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021
Preferred Acquirer in Commercial Landscaping

2017          2018                      2019                                          2020                                 2021
Anaheim, CA
              Portland, OR                                                                                           Austin, TX
                               Bay Area, CA                                                    Mesa, AZ
                                                         Hartford, CT         Fresno, CA                                             San Jose, CA

 Vista, CA                                                                                                          Las Vegs, NV    Plymouth, MN
               Dallas, TX                                                     Rock Hill, SC   San Diego, CA
                             Fort Lauderdale, FL          Austin, TX

                                                                                                                    St. Paul, MN

              Danville, CA
Sanford, FL                                                                    Napa, CA
                                    Phoenix, AZ                                               Norcross, GA

                                                        Syracuse, NY
              Shamong, NJ

                Tucson, AZ
                                                                             ~   $100M                        Re-investing
                                                                                                              Significant FCF in
                                                                             Annualized                       M&A Transactions
                                                                           Revenue in 2021

                                       1Aquisitions   completed through 05/6/2021.                        2Q FY2021 Earnings Presentation | 6
Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021
Quarterly YoY Maintenance Land Growth

                                      1
                             100%

                                                Pandemic Starts-------------->
                                            2

                                                 Organic Growth in 3Q and 4Q

1   Baseline is Prior Fiscal Year Results
2
                                                                                 2Q FY2021 Earnings Presentation | 7
    Adjusted for Managed Exits in Q1 Only
Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021
2Q Snow Growth

Numbers in $Ms                                                                   $226

                                                          $188

        $170                                   $170

                             $103

        FY'20               FY'20             FY'21       FY'21                 FY'21
        * BoB              Results           BoB Start   BoB End               Results

                 Record Organic Growth in Annual Contract Snow Book

                  * Book of Business (BoB)
                                                                   2Q FY2021 Earnings Presentation | 8
Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021
ESG Leadership
Trees, shrubs and grass planted by                                                         A BrightView crew member installs a green roof, one

BrightView will consume millions of tons                                                   of the company's many environmentally responsible

of carbon over their lifetimes                                                             practices

                                           BrightView has saved millions of gallons of
                                           water and reduced water bills for our clients
                                           across thousands of properties nationwide

                                                                                            The University of Pennsylvania will run an average of
                                                                                            300 hours per year on electric mowers, and this will
                                                                                            eliminate the amount of emissions equivalent to
                                                                                            approximately 1,500 cars averaging 12,000 miles each
                                                                                            year

A BrightView crew assists in repairs
following a hurricane
                                                                                                            2Q FY2021 Earnings Presentation | 9
Second Quarter Fiscal 2021 Earnings Call - NYSE: BV May 6, 2021
ESG - BrightView’s People Strategy
                         Strong brand to attract new team members
                         Develop talent pipelines and adapt recruiting strategy
                         Select the right talent for the right role
                         Automate Application and Hiring processes
                         Offer comprehensive, competitive Total Rewards, recognition and performance
                          incentives

                         Create an inclusive culture
                         Effective Onboarding experience
                         Develop leaders, leadership and technical skills
                         Training, performance management and coaching
                         Provide learning and development for team members

                         Recognize team member contributions
                         Focus on succession planning and career paths
                         Facilitate regular Talent Talks and review Talent Metrics
                         Provide comprehensive, competitive Total Rewards and pay for performance through
                          equity and bonus programs

                     Investing in Sales Organization

      Launching Digital Marketing Initiatives Through New Channels

                                                                           2Q FY2021 Earnings Presentation | 10
Technology Blueprint

                           Customer
                          Engagement

• Best-in-class
  solutions.
• Standard apps drive
  efficiency, productivity
                           Operations
  and seamless
                           Management
  acquisition rollups.
• Integrated
  architecture supports
  sophisticated
  business intelligence
  and analytics.          Enterprise
                           Enablers

                                        2Q FY2021 Earnings Presentation | 11
Customer Satisfaction
                                                                            Fiscal Year Metrics
                 OVERALL SATISFACTION                                                                                                    OVERALL SATISFACTION
                      Maintenance Segment                                                                                                     Development Segment

                                                 2018                                                                                                                  2018

                                                 2019                                                                                                                       2019

                                                     2020                                                                                                                     2020

         1            2       3              4              5           6                                                           1           2        3        4           5         6
  Dissatisfied                                                       Highly                                                    Dissatisfied                                           Highly
                                                                    Satisfied                                                                                                        Satisfied

     EASE OF DOING BUSINESS                                                     WILLING TO RECOMMEND                                           INTENT TO RENEW/REPEAT
                     Maintenance Segment                                                 Maintenance Segment                                             Maintenance Segment

                                  2018                                                                      2018                                                        2018

                                      2019                                                                     2019                                                          2019

                                       2020                                                                          2020                                                            2020

     1           2        3       4              5          6                      0%                    50%                                        0%                50%
Dissatisfied                                             Highly
                                                        Satisfied

                                                                                 NBRI - National Business Research Institute
                                                                                                                                                     2Q FY2021 Earnings Presentation | 12
Financial Review and Outlook
John Feenan | EVP and Chief Financial Officer

                                                2Q FY2021 Earnings Presentation | 13
2Q FY2021 Revenue
(Numbers $M)           2Q’21    2Q’20    Commentary
                                         • 16.6% Increase
Total Revenue          $651.9   $559.1         • (+) Higher Snowfall, Continued M&A Strength
                                               • (-) COVID-19 Headwinds & Divestitures

                                         • 29.6% Increase
Maintenance Services   $535.7   $413.5         • (+) Higher Snowfall, Strong-on-Strong M&A
                                               • (-) COVID-19 Headwinds (Ancillary Demand)
                                         • (20.0)% Decrease
Development Services   $117.1   $146.3         • (+) Strong-on-Strong M&A
                                               • (-) COVID-19 Headwinds (Backlog Softness)

                                                               2Q FY2021 Earnings Presentation | 14
2Q FY2021 Adjusted EBITDA
(Numbers $M)                  2Q’21         2Q’20       Commentary
                                                        • 71.7% Increase
Total Adj. EBITDA             $66.8          $38.9            • 10.2% Adjusted EBITDA margin
                                                              • 320 basis point expansion
                                                        • 77.6% Increase
Maintenance Services          $72.3          $40.7            • 13.5% Adjusted EBITDA margin
                                                              • 370 basis point expansion
                                                        • (23.2)% Decrease
Development Services          $10.9          $14.2            • 9.3% Adjusted EBITDA margin
                                                              • 40 basis point contraction
                                                        • 2.5% Increase
Corporate Expenses           ($16.4)        ($16.0)          • 2.5% of revenue
                                                             • 40 basis point improvement

    Maintenance Services Segment
        Increased snow contracts / volume and incremental M&A
        Cost containment efforts continued to benefit margins during the quarter

    Development Services Segment
        Project backlog softness / timing and tree nursery divestiture offset M&A growth
        Productivity initiatives offset revenue softness, minimizing margin compression

                                                                             2Q FY2021 Earnings Presentation | 15
1H FY2021 Results
(Numbers $M)                    Revenue              Adjusted EBITDA
                        1H’21             1H’20    1H’21                   1H’20

Total BrightView       $1,206.3       $1,129.8     $119.3                   $90.5

Maintenance Services   $953.8             $832.4   $121.9                   $88.4

Development Services   $254.4             $299.1   $27.9                    $33.3

Corporate Expenses        -                 -      ($30.5)                ($31.2)

                                                      2Q FY2021 Earnings Presentation | 16
Net CapEx, Net Debt and Liquidity
                                                     1                                                                     2                                                       3
                        Net Capital                                                                  Net Debt                                                      Liquidity
                       Expenditures                                                      $1,166.4
                    $35.1
                                                                                                                        $1,047.5
                                                    $27.9

                    Net
                   Capex
                                1                    Net
                                                    Capex

                                     1

                                                                                           Q2'20                          Q2'21
                               Asset Disposals

                 Net CapEx / Total Revenue                                         Net Debt / TTM Adjusted EBITDA                                                    Liquidity
            2.9% in 1H’20 vs. 2.0% in 1H’21                                                         4.1x at 2Q’20                                    $235.5M at 2Q’20 vs. $401.5M at 2Q’21
            Expect to be approximately 3.0%                                                         3.5x at 2Q’21                                    Focus on Consistent Cash Generation
                       in FY 2021

                                         Strong Cash Generation and Improved Leverage Ratio

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                           2Q FY2021 Earnings Presentation | 17
3 See the “Non-GAAP to GAAP Reconciliation” in the Appendix of this presentation for a reconciliation to the most directly comparable GAAP measure
Liquidity Update

   $(M)                                    As of           As of
                                         3/31/2020       3/31/2021

   Revolving Credit Facility                $124.0           $207.2
   Receivables Financing Agreement            23.5                70.5
   Total Credit Available                    147.5              277.7
   Cash and Cash Equivalents                  88.0              123.8
   Total Liquidity                          $235.5           $401.5

   Debt Maturities:
    Receivables Financing Agreement
        Maturity: February 2024

    Revolving Credit Facility      Term Loan
        Maturity: August 2023         Maturity: August 2025

                                                     2Q FY2021 Earnings Presentation | 18
Closing Remarks
Andrew Masterman | President and Chief Executive Officer

                                                 2Q FY2021 Earnings Presentation | 19
Key Takeaways

Market
Fundamentals of Business Remain Strong

Growth
Investments in Sales Driving Organic Growth

Technology
Investments in Technology Improving Margins

Sales & Marketing
A Formula for Long-Term Success

M&A
Acquisition Pipeline Robust

Cash
Leverage Ratio a Historic Low
                                              Focus on People & Culture

                                                       2Q FY2021 Earnings Presentation | 20
2Q FY2021 Earnings Call

    QUESTIONS &
      ANSWERS

                          2Q FY2021 Earnings Presentation | 21
Appendix
Non-GAAP to GAAP Reconciliation
                                                                            Three Months Ended                           Six Months Ended
                                                                                 March 31,                                   March 31,
  (in millions)*                                                         2021                2020                 2021                      2020
  Adjusted EBITDA
  Net income (loss)                                                  $           6.3    $           (20.5)   $            (5.7)    $               (33.1)
  Plus:
       Interest expense, net                                                     9.6                17.1                  23.1                     34.5
       Income tax expense (benefit)                                              2.3                 (6.7)                (1.4)                    (11.6)
       Depreciation expense                                                     20.7                19.3                  42.3                     39.5
       Amortization expense                                                     12.5                13.6                  26.4                     27.1
       Establish public company financial reporting compliance (a)               —                    —                     —                       0.9
       Business transformation and integration costs (b)                         6.2                 8.9                  12.8                     17.3
       Offering-related expenses (c)                                             —                   1.2                   0.2                      1.5
       Equity-based compensation (d)                                             5.3                 4.9                  10.2                     13.3
       COVID-19 related expenses (e)                                             3.9                 1.1                  11.4                      1.1
  Adjusted EBITDA                                                    $          66.8    $           38.9     $           119.3     $               90.5
  Adjusted Net Income
  Net income (loss)                                                  $           6.3    $           (20.5)   $            (5.7)    $               (33.1)
  Plus:
       Amortization expense                                                     12.5                13.6                  26.4                     27.1
       Establish public company financial reporting compliance (a)               —                    —                     —                       0.9
       Business transformation and integration costs (b)                         6.2                 8.9                  12.8                     17.3
       Offering-related expenses (c)                                             —                   1.2                   0.2                      1.5
       Equity-based compensation (d)                                             5.3                 4.9                  10.2                     13.3
       COVID-19 related expenses (e)                                             3.9                 1.1                  11.4                      1.1
       Income tax adjustment (f)                                                (7.0)                (7.3)               (15.2)                    (15.6)
  Adjusted Net Income                                                $          27.2    $            1.9     $            40.1     $               12.5
  Free Cash Flow
  Cash flows from operating activities                               $          78.3    $           78.4     $            83.4     $               85.7
  Minus:
    Capital expenditures                                                        18.2                20.6                  27.9                     35.1
  Plus:
    Proceeds from sale of property and equipment                                 2.8                 1.6                   3.4                      2.7
  Free Cash Flow                                                     $          62.9    $           59.4     $            58.9     $               53.3
  (*) Amounts may not total due to rounding.

                                                                                                                 2Q FY2021 Earnings Presentation | 23
Non-GAAP to GAAP Reconciliation (cont.)
(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 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                     Six Months Ended
                                                                                               March 31,                             March 31,
              (in millions)*                                                             2021            2020                 2021              2020
              Severance and related costs                                            $           -    $         0.4     $            0.2    $            0.6
              Business integration (g)                                                         2.1              3.5                  5.7                 8.9
              IT infrastructure, transformation, and other (h)                                 4.1              5.0                  6.9                 7.8
              Business transformation and integration costs                          $         6.2    $         8.9     $           12.8    $           17.3
(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.

(e)    Represents expenses related to the Company’s response to the COVID-19 pandemic, principally temporary and incremental salary and related expenses,
       personal protective equipment and cleaning and supply purchases, and other.

(f)    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                     Six Months Ended
                                                                                               March 31,                             March 31,
              (in millions)*                                                             2021            2020                 2021              2020
              Tax impact of pre-tax income adjustments                               $         7.2 $            7.3     $           14.9    $           15.3
              Discrete tax items                                                              (0.2 )             —                   0.3                 0.3
              Income tax adjustment                                                  $         7.0 $            7.3     $           15.2    $           15.6
(g)    Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding
       and training costs, fleet and uniform rebranding costs. 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.
      (*) Amounts may not total due to rounding.
                                                                                                                                     2Q FY2021 Earnings Presentation | 24
Non-GAAP to GAAP Reconciliation (cont.)

Total Financial Debt and Total Financial Net Debt
                                                                                                              September 30,
(in millions)*                                                        March 31, 2021       March 31, 2020         2020
Long-term debt, net                                                   $     1,123.4    $           1,220.8   $      1,127.5
Plus:
   Current portion of long-term debt                                           10.4                   10.4             12.3
   Financing costs, net                                                        12.8                    15.5            13.9
   Present value of net minimum payment - finance lease obligations            24.7                     7.7            18.6
Total Financial Debt                                                        1,171.3                1,254.4          1,172.3
Less: Cash and cash equivalents                                              (123.8 )                (88.0 )         (157.1 )
Total Net Financial Debt                                              $     1,047.5 $              1,166.4 $        1,015.2
Total Net Financial Debt to Adjusted EBITDA ratio                              3.5x                    4.1x            3.7x
 (*) Amounts may not total due to rounding.

                                                                                                 2Q FY2021 Earnings Presentation | 25
Thank You

Investor Relations Contact:   Media Contact:

John E. Shave                 Fred Jacobs
VP of Investor Relations      VP of Communications & Public Affairs
484.567.7148                  484.567.7244
John.Shave@BrightView.com     Fred.Jacobs@BrightView.com
                                                                      investor.brightview.com
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