BrightView Holdings, Inc. (BV) Q1 2021 Earnings Report, Transcript and Summary

Ladies and gentlemen, thank you for standing by. Welcome to the BrightView Fiscal First Quarter Earnings Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] I would now like to hand the conference over to your speaker today, Mr. John Shave, Vice President of Investor Relations. Thank you. Please go ahead, sir.

Thank you, operator, and good morning. Before we begin, I would like to remind listeners that some of the comments made today, including responses to questions and information reflected in the presentation slides, will be forward-looking, and actual results may differ materially from those projected. Please refer to the company's SEC filings for more detail on the risks and uncertainties that could impact the company's future operating results and financial condition. Comments made today will also include a discussion of certain non-GAAP financial measures. Reconciliations to comparable GAAP financial measures are provided in today's press release. Disclaimers on forward-looking statements and non-GAAP financial measures apply both to today's prepared remarks as well as the Q&A. For context, BrightView is the leading and largest provider of commercial landscaping services in the United States with annual revenues in excess of $2 billion, approximately 10x our next largest competitor. Together with our legacy companies, BrightView has been in operation for more than 80 years, and our field leadership team has an average tenure of 14 years. We provide commercial landscaping services ranging from landscape maintenance and enhancements to tree care and landscape development. We operate through an integrated national service model, which systematically delivers services at the local level by combining our network of more than 240 maintenance and development branches with a qualified service partner network. Our branch delivery model underpins our position as a single source end-to-end provider. We have a diverse customer base, the national, regional and local levels, which we believe represent a significant competitive advantage. We also believe our customers understand the financial and reputational risks associated with inadequate landscape maintenance and consider our services to be essential and nondiscretionary. I'll now turn the call over to BrightView's CEO, Andrew Masterman.

Thank you, John. Good morning, everyone, and thank you for joining us today. It was another busy quarter for our company as we continue in an environment that few have ever experienced. Despite these unusual times, the BrightView team has delivered incredibly strong results. John and I will go into more detail in a moment. But still operating under the specter of a global pandemic, our company completed several strategic acquisitions, drove top line growth and margin expansion, all while maintaining our focus on keeping people healthy and safe. I want to be clear. While we always have more work to do and more progress to make, I'm exceptionally proud of these results and the effort and commitment of the BrightView team. Although, I will cover the topic in much more detail shortly, I also want to mention the terrific progress we have made on ESG. Ironically, BrightView has many leading processes and practices in this area. However, we have not made it easy for any of our stakeholders to see how important good ESG is to us and how ingrained in our culture and operating philosophy it has already become. I'm also very proud of the work we've accomplished and the focus we've created for this year on ensuring more robust disclosure for you. Before continuing with our remarks, we should pause and again express our heartfelt gratitude to our team members and customers, and our thoughts continue to be with those impacted by the COVID-19 outbreak. We could not deliver for our clients and ultimately for our shareholders without the unwavering support from so many. We would be remiss if we did not express our appreciation to first responders, health care professionals, all essential workers, our customers and, of course, our dedicated workforce. Starting on Slide 4. Let me provide you with an overview of our strong first quarter fiscal year 2021 results. First, I'm pleased to report that all BrightView branches continue to be fully operational with no limitation on the scope of services. Second, inclusive of acquisitions, our maintenance contract-based business for the quarter grew $7.4 million or 3% versus the prior year. Contract maintenance is our core book of business and continues to represent a recurring and durable revenue stream. Third, total adjusted EBITDA for the first quarter was $52.4 million, up 1.4% versus prior year. Fourth, our usage of technology is driving margin improvement. Labor management tools, combined with proactive cost containment, resulted in an adjusted EBITDA margin increase of 40 basis points from the prior year. And finally, our Strong-on-Strong acquisition strategy continues unabated. Acquisitions supported our revenue growth during the quarter. And with an attractive pipeline, acquisitions will continue to be a reliable and sustainable source of revenue growth. Despite COVID headwinds, our performance exhibits a solid start to the fiscal year, and we remain confident in opportunities to generate value. Before we turn to the details of our first quarter, let me provide you with our outlook for our second quarter on Slide 5. As expected, January and early February have seen continued COVID-19 business impact on ancillary demand in the maintenance segment and project pipeline softness in the development segment. Our maintenance contract-based business remains strong, and our two largest verticals, homeowners associations and commercial properties, have remained resilient. We got off to a solid start. Our net new sales in fiscal Q1 was a record for BrightView, driven by our highest-ever new contract closings and landscaping. We also realized more than 10% of new contract growth in our snow book of business. This investment shows the investment in our sales force is generating tangible results. More on that later. We also expect a favorable tailwind from acquisitions that were completed in fiscal 2020 and early in fiscal 2021. In our development segment, we expect Q2 2021 to experience an approximately 20% to 25% revenue decline after considering the BrightView tree company divestiture. Fortunately, our backlog indicates a return to prior-year levels beginning in Q3, and we are optimistic that historic organic growth trends should return within the calendar year. As a result, for our second quarter fiscal 2021, we anticipate total revenues between $550 million and $600 million and adjusted EBITDA between $44 million and $54 million, with the lower end of the range contemplating lighter snowfall for the rest of the quarter and the higher end of the range contemplating historically average snowfall in February and March. January snowfall was light across the country, as it was last year, essentially flat versus prior year. Of course, if higher-than-average snow events occur, particularly in the eastern seaboard, there is the possibility of exceeding the above range. Due to the uncertain outlook regarding the full extent of COVID-19's impact on the economy and its longevity, we will not be providing annual guidance for fiscal 2021 at this time. We will operate under the premise that headwinds will continue to impact ancillary demand in our maintenance segment. This factor will impact our ability to grow organically in the first half. Our maintenance business should show positive growth beginning in the second half of fiscal 2021 as a result of the investments made in our expanded sales teams and sales-enablement technologies. Combined with an average snowfall during the second quarter, our most critical snow quarter, and a modest recovery from the pandemic in the second half, we remain poised to deliver improved results year-over-year. Moving now to Slide 6. We are laser-focused on business continuity. Company-wide, we continue to exercise extreme prudence as we navigate through a challenging period but moving quickly on opportunities to maintain and grow our base contract service, protect margins, enhance cash and liquidity, manage capital expenditures and reduce working capital. BrightView is well positioned to navigate through this challenging period because our services are systematically delivered at the local level to a diversified customer base. Our branch structure ensures consistent service quality, reliability and delivery. BrightView account managers are on-site, actively seeking opportunities to sell enhancements, while branch managers are incentivized by performance and growth targets. Combined with a dedicated local development team, we are well positioned for continued contract growth and service excellence within our diversified customer base. Across all regions of the country, our two largest verticals, HOAs and commercial properties, continue to perform. Both stay-at-home and work-from-home highlight the importance of our services to millions of residents who live in communities we maintain. Commercial and corporate campuses, combined with HOAs, represent approximately 3/4 of our maintenance contract book. Hospitality and retail have been the most impacted verticals but represent less than 10% of our overall maintenance contract book. Conditions presented by COVID-19 remains fluid, but our quarterly results highlight the stability of our contract-based business and reflects the positive underlying trends in our acquisition strategy, cash generation and growth and liquidity. Our team has done an incredible job delivering steady results. Turning now to Slide 7. Since the beginning of fiscal 2021, we have previously announced 3 acquisitions that position us as market leaders in several key MSAs. Earlier today, we announced our fourth acquisition since the beginning of fiscal 2021, Las Vegas-based Green Image. We expect these 4 acquisitions to add approximately $80 million in incremental annualized revenue. We have now achieved our fiscal 2021 M&A revenue target and still have attractive opportunities in our pipeline, which continues to develop. In October, we acquired Commercial Tree care of San Jose, California. Combined with our legacy operations throughout the Bay Area, BrightView is now the leading tree care company in Northern California. Additionally, in October, we acquired full-service commercial landscaping firm, WLE, which operates across 3 markets in Central Texas. The 250-member WLE team serves HOA, developer, commercial and municipal clients in this important and rapidly growing region. At the end of December, BrightView acquired Cutting Edge based in Plymouth, Minnesota. Cutting Edge provides a full suite of winter services, landscape maintenance and enhancements, tree care and irrigation services. We welcome more than 110 skilled team members to the BrightView family, and the transaction solidifies us as a service leader in a desirable Upper Midwest market. Our most recent acquisition in January of 2021, Green Image, is recognized as a leading provider of both maintenance and development services in the Las Vegas market. The company has a diverse revenue stream, deep developer relationships and a strong HOA and commercial base of business. We welcome more than 400 skilled team members. And with a strong local BrightView presence, we expect a fairly short and efficient integration. We have a disciplined and repeatable acquisition and integration framework, which results in less risks and generates predictable and accretive returns. Acquisitions provide us with an established client base, a company with a track record of operating results, a field leadership team and an experienced workforce. Currently, our M&A pipeline has over $400 million in revenue opportunity. As the acquirer of choice in our industry, we have closed 24 acquisitions since January 2017 and are accelerating our pace of acquisitions and integration. We will continue our aggressive but disciplined approach against our attractive pipeline as we seek market expansion and new market entry in attractive MSAs. As we progress through fiscal 2021, we will continue to update you on this core strategy. Turning to Slide 8. We remain focused on driving maintenance contract growth during fiscal 2021. Our contract-based business represents the core component of maintenance, including mowing, edging, pruning, trimming, blowing and other core landscaping services and, in 2020, represented approximately two-third of our maintenance business. This slide provides a more granular look at our maintenance contract book of business. We think it is a valid way to better understand both the resiliency and stability of our core maintenance business. During the first quarter of fiscal 2021, our contract-based business remained at 98%, unchanged versus the previous quarter. Contract maintenance is our primary book of business and continues to represent a recurring and durable revenue stream. As mentioned, we believe our maintenance business should show positive sequential growth beginning in our fiscal second half as a result of our expanded sales teams and sales-enablement technologies. Turning to Slide 9. The largest variable to our first quarter financial performance is snow removal services. Our annual contract snow book of business grew more than 10% this year. This implied growth was a result of new wins, improved retention and price increases as a result of the investment we have been making in our sales force. As many of you have experienced over the past few days, Orlena was a positive impact to our business and provides a good foundation for growth. Additional moderate snow events over the next few months should allow us to achieve our forecast. Some of you may be familiar with the data from the National Oceanic and Atmospheric Administration, or NOAA, which is helpful in monitoring macro snowfall trends at both the national and regional level. We provided here as a reference. However, BrightView utilizes data provided by WeatherWorks, which is the industry standard. WeatherWorks reports detailed data by zip code, which is important for a decentralized branch network and is the data source specified in our customer contracts for billing and invoicing purposes. WeatherWorks data for the three months ended December 31, 2020, reported snowfall total specific to BrightView's branch footprint as approximately down 14% versus prior year. Let me give a few years – two-year specifics on our three largest snow markets. Denver, a historically strong and consistent snow removal market, recorded just 20.1 inches of snow through the end of calendar 2020 versus 40.3 inches in the prior year. Chicago recorded 2.7 inches of snow, down 58% versus the prior year. Snowfall in Boston, fortunately, was up 3.9 inches, a 26.7% increase over the prior year. Despite the 14% overall snowfall decline in BrightView's snow markets, snow removal revenue of $55.8 million during the quarter was up slightly versus prior year, a testament to our impressive snow contract growth. Now turning to Slide 10. We continue to be leaders in environmental, social and corporate governance, or ESG. BrightView is focused on generating value for our communities, our customers, business partners, suppliers, team members and stockholders. Our commitment to the core principles of ESG is a source of pride for every member of our team. As the largest provider of commercial landscaping services in the United States, we take environmental stewardship seriously. BrightView creates, preserves and maintains beautiful external environments. In addition to the landscapes we design, build, maintain and enhance, we are continually striving to minimize the impact of our work on the environment through innovative landscaping techniques, efficient equipment and responsible practices. Notable among these efforts are BrightView is one of the nation's largest user of zero-emission equipment, and we plant more than $100 million worth of carbon-consuming plants each year, reducing our carbon impact and helping offset carbon produced by others. You can see us in action at sites like the University of Pennsylvania where we've deployed all-electric crews with mowers and handheld equipment across the entire campus. As leaders in water conservation, we help clients conserve millions of gallons of water annually through innovative irrigation technology and design strategies. Recently, the Silicon Valley Water Conservation Awards Coalition recognized Oracle's two campuses with the overall award for efficient water use where BrightView engineered systems to save 91 million gallons of potable water in one year. We take pride in the opportunity to create a more sustainable planet and continue to look for ways to make our operations more environmentally friendly. Turning to Slide 11. From workforce – workplace safety and diversity to community engagement and philanthropy, social responsibility is one of our highest priorities. Despite an unprecedented environment, BrightView continues to take care of our people. We have the lowest employee injury rate in commercial landscaping with over 6,200 hours devoted to safety every single day. We also strive to take care of our communities with the same passion that we dedicate to the care of our team members. We regularly donate time, expertise, materials and financial resources to help our communities prosper and thrive. Select highlights include our partnership with HomeAid Atlanta, a nonprofit that builds and renovates housing for individuals experiencing homelessness; and at Marjory Stoneman High School in Florida, where BrightView installed a tranquility garden, including a hydroponics display and butterfly garden. We are also very proud of our GROW organization, which stands for Growth in Relationships and Opportunities for Women, an employee-led resource group advocating for the hiring, promotion and retention of women across the company. Since its establishment in 2017, the group has grown to more than 1,400 members, with over 800 women participating in regular professional development programs. We employ more women in the landscaping industry than any other company and pride ourselves on promoting gender diversity from all female crews to leadership positions at all levels. Lastly, our Fund for Social Justice supports organizations and initiatives that promote equality and inclusion at the local level sponsored by a local branch team. We are a diverse organization that seeks to be a part of positive change, helping bridge the social, educational and economic gaps that divide us. The fund provides financial, in-kind and employment resources to empower those struggling with the consequences of injustice, helping them find ways to achieve their greatest potential. Response from within our company has been deeply gratifying to me. In just a few months since inception, the fund has already made impactful donations to 15 charities addressing issues such as homelessness, technical skills training and hunger. We expect additional grants to be made in the weeks ahead and are committed to working with organizations that address the consequences of injustice. Moving to Slide 12. Ultimately, our performance exhibits a solid start to the fiscal year, and we continue to be confident we will emerge this crisis a better and stronger company while remaining focused on building our long-term fundamental strengths and creating superior value for our stockholders. I'll now turn it over to John, who will discuss our financial performance in greater detail.

Thank you, Andrew, and good morning to everyone. I am very pleased with the results we delivered in our first quarter of fiscal 2021. The stability of our contract maintenance business, combined with efficiencies gained from our investments in technology, and our ongoing focus on productivity and cost management have all been meaningful in driving improved margins and collectively underscore the strength of our business. Turning to Slide 13. First fiscal quarter 2021 revenue for the company totaled $554.4 million. Maintenance revenues of $418 million for the three months ended December 31 was flat to prior year, excluding divestitures of $900,000. COVID-19 business impacts on ancillary demand continued, offset by a solid revenue contribution of $23.7 million from acquired businesses. For the three months ended December 31, development revenues declined 6%, excluding a $6.6 million revenue reduction from the BrightView tree company divestiture. In the development segment, we expect COVID-related softness to be more pronounced in Q2 versus last year, but we are also encouraged by our backlog, pipeline and bid calendar, and we anticipate increased stability during the second half of fiscal 2021. Turning to the details on Slide 14. Total adjusted EBITDA for the first quarter was $52.4 million, an increase of $700,000 or 1.4% from $51.7 million in the prior year. The impact of lower revenues due to COVID-19 was more than offset by productivity initiatives and SG&A cost containment, resulting in a strong 40 basis point expansion in EBITDA margins to 9.5%. In the maintenance segment, adjusted EBITDA of $49.6 million represented an increase of $1.9 million or 4% from $47.7 million in the prior year. Cost containment initiatives, solid labor management and leveraging our technology initiatives led to strong margin expansion. The result was an impressive 50 basis point expansion and EBITDA margins to 11.9%. In the development segment, adjusted EBITDA decreased $2 million to $17.1 million compared to $19.1 million in fiscal Q1 of 2020. The decline was driven by lower revenues, and approximately half of the EBITDA decline was attributable to the sales of the BrightView tree company. However, through strong cost containment efforts, the development business was able to mitigate against the revenue loss, which resulted in a 10 basis point decrease in EBITDA margins to 12.4% in fiscal Q1. Corporate expenses for fiscal first quarter decreased $800,000, representing 2.6% of revenue. Let's move now to our balance sheet and capital allocation on Slide 15. Net capital expenditures totaled $9.1 million for the first fiscal quarter, down from $13.5 million in the first quarter of fiscal 2021. Expressed as a percentage of revenue, net capital expenditures were 1.6% in the first fiscal quarter, and we expect fiscal 2021 capital expenditures to be approximately 3% of revenue, in line with our long-term guidance. In the first fiscal quarter of 2021, we self-funded approximately $62 million on acquisitions versus $18.4 million in fiscal Q1 of 2020. Our net debt was $1.09 billion at the end of fiscal Q1 2021 versus $1.16 billion at the end of fiscal Q1 2020. Our leverage ratio was 4 times at the end of the fiscal first quarter of 2021 versus 3.8 times in the prior year quarter. If our M&A transactions were of the same magnitude as Q1 of 2020 and we had experienced a normal Q2 snow last year as we did in Q2 of 2019, our leverage ratio would be approximately 3.5 times, in line with our target to get to less than 3 times as a public company. Our free cash flow performance in Q1 was solid, although historically our weakest free cash flow quarter. This was driven by our solid EBITDA results, prudent management of capital expenditures, lower interest expense and decent net working capital performance. An update on liquidity is on Slide 16. At the end of the first fiscal quarter of 2021, we had approximately $182.6 million of availability under our revolver; approximately $60 million of availability under our receivables financing agreement, which we are in the process of extending until February of 2024; and $81.6 million of cash on hand. Total liquidity as of December 31, 2020, was approximately $324 million. This compares to $254 million as of December 31, 2019. This gives us ample flexibility in continuing our accretive M&A strategy. We are confident that we have ample liquidity and cash on hand to not only run BrightView effectively but also maintain our focus of paying down debt and aggressively pursuing profitable growth. With that, let me turn the call back over to Andrew.

Thank you, John. Turning now to Slide 18. Our first fiscal quarter results reflect a solid start to the year. Despite anticipated and continued COVID-19-related impacts, the fundamentals of our business and our industry remain strong. Combined with our improved liquidity, we expect to continue our pace of acquisitions. Additionally, we continue to remain focused on deploying technology to enhance productivity, profitability and client engagement across all verticals. We have fully implemented our ETC labor management tool across both segments. We are expanding adoption of HOA Connect, facilitating direct customer communication with our teams. We continue to expand the usage and capabilities of the sales force customer relationship management tool. And quality site assessment software continues our focus on improved retention and supporting property enhancement. In addition to technological enhancements, we continue to grow and invest in our sales organization and expand the use and effectiveness of our sales tools. Digital marketing initiatives in new markets and verticals and through new channels with a more effective omnichannel approach continue to support the success of these expanded sales teams. Our sales and marketing strategies and structure are a formula for long-term success, and our investments in field-based sales and operations leadership will drive stronger new sales and result in improved client retention while further streamlining our service delivery. The investment and expansion of our sales team, combined with targeted regional efforts in digital marketing, has resulted in our sales opportunity pipeline in both snow and maintenance contracts to its highest level in the company's history. Over time, this enhanced and robust pipeline should support growth ahead of industry averages. Additionally, the results of our Strong-on-Strong acquisition strategy continue to benefit our revenue growth. And with an attractive pipeline, acquisitions will continue to be a reliable and sustainable source of growth. Our business is cash-generative with low capital intensity, allowing us to consolidate the marketplace in an efficient and disciplined manner that we have shown to be repeatable. Combined with our horticultural knowledge and excellence and our ability to operate multiple service lines under one banner, we believe we are well positioned to drive solid performance in fiscal 2021 and beyond. I would like to personally thank our dedicated employees, families, clients and partners for their resiliency and dedication during a challenging time. Our strong customer and team-oriented culture drives the resiliency of our business. At all levels in the organization, a focus on taking care of each other and our customers sustains and drives our organization. Thank you for your attention this morning, and we will now open the call for your questions.

[Operator Instructions] And your first question is from the line of Shlomo Rosenbaum with Stifel.

Hi, good morning. Thank you for taking my questions this morning. Could you – Andrew, could you talk a little bit about the trends in the ancillary revenue in the quarter, just kind of in absolute what you're seeing? And then just kind of versus what your expectations were, is it coming in the way that you expect? Is it above? Below? Just given the importance of that part of the business to profitability, etc., if you can just comment on that.

Absolutely. Yes. What we saw in the first quarter was pretty much what we expected as far as our team goes, which was a continued softness relative to prior years. Fortunately, we did see a slight improvement in our underlying organic shortfall, shall I say. And if you look over the last three quarters, we've seen our ancillary year-over-year rates improve from Q3 into Q4 and now into Q1. We do expect to see that ancillary kind of softness continue into the second quarter, but we do believe, as we get into the second half of fiscal 2021, we do see a return to a growth profile relative to prior years. So overall, COVID impacts have certainly continued to weigh in on the business, but we're very encouraged by seeing a positive trend.

So just the return in the second half of the year, is that kind of the opening up expectation? Does that have to do with more sales that are going on in general? Additional acquisitions that are going to be additive? What's going to – how is that layering into your thinking?

It's the combination of all three. So absolutely, the new sales, we have the best sales quarter in the history of the company in Q1. So we would expect that sales to help build a little bit into those ancillary levels. In addition, we do believe the opening of the economy, the summer, with the vaccine being distributed more widely, that we would anticipate, to a certain degree, not completely, but to a modest degree, a return from levels that we saw last year during the height of the epidemic.

And your next question is from the line of Tim Mulrooney with William Blair.

Good morning.

Good morning, Tim.

I wanted to ask about retention. Last quarter, you mentioned that customer retention continues to improve even as new sales slowed and ancillary revenue was down. Did that retention trend continue through the fourth quarter? And are there any sort of metrics, whether it's the actual retention rate or Net Promoter Scores or any quantitative metrics that you can share with investors around the directional change in retentions? Thanks.

Yes. We don't disclose specifically a number, but we have talked about something called net new. And net new is the sum of our sales minus our retention losses that we have in any given quarter. And I can say that we've seen increasing profile, where we see that net new number being the best we actually have seen it in the first quarter, which then is one indicator showing that we're seeing improving profiles. It will manifest itself ultimately in growth as you get to the second half of the year. We also, to your point, on our CSAT, or customer satisfaction scores, we have seen year-over-year improvements in the overall performance of that. And in subsequent quarters, what we can do is show some data showing the improvement in those CSAT scores, and we'd be happy to dive into that in detail in a later period.

Yes, that would be great. We'd love to see anything you can provide around that. But the net new is also very helpful. Shifting gears, one more question for me on pricing. We saw a lot of commercial services providers temporarily paused price increases last year. Can you remind me, I just can't remember if you took a similar approach, and maybe just broadly update on how pricing has trended and how that compares to your historical average. Thanks, guys.

Yes. Thanks for the question, Tim. You're pretty much spot on, Tim. We experienced slight downward pressure in pricing in fiscal 2020. Prior to that, in fiscal 2017, 2018, 2019, we were able to pretty much used pricing to offset wage inflation. Our expectations and what we've modeled this year is continue to see pricing pressure around some of the COVID areas, in the relations there. However, on a bright note, Andrew talked about the increase in snow contracts that we were able to achieve early in the year. And part of that whole equation was a price component which was favorable for us. Now granted, that's a small part of our business, we continue to expect to see pressures from COVID, so it will be a balance of how much we can push on price versus maintaining the business. But overall, we expect in that model pretty much the same trajectory in 2021 as we saw in 2020.

And your next question is from the line of George Tong with Goldman Sachs.

Hi, thanks. Good Morning. Snowfall in BrightView's markets was down 14% in the quarter, but snow contract growth was relatively strong. Can you discuss what drove the strength in snow contracts and how snowfall in fiscal 2Q, thus far, is tracking relative to internal expectations in prior year?

Yes, absolutely, George. We've been talking about the investment in our sales force for a couple of quarters now. And truly, what we saw in the seasonal markets is basically an expansion of our pipeline and then an expansion of the conversion of that pipeline into what is our – historically our best snow contract year we've ever had. Usually, what then follow snow contracts is clearly green contracts. But that is the primary reason, is basically an expanded sales force and just a deliberate and intent on using the marketing tools that we've implemented. We have the digital marketing efforts, combined with that expand sales – expanded sales force, that works together with our local branch teams on expanding that footprint. And by the way, that growth was across the country. It wasn't necessarily concentrated in any specific area. It was fairly balanced. So as you see that, that was our Q1. Q2, first month, January, was a very light month. No question about it. It was very similar to last year. Last year was also a very, very light month. So as we saw, frankly, in many of the northeastern communities in the first quarter, I mean, in January, was followed on by what was a significantly – significantly high event with Orlena, which we're still removing all the snow away from sites today from a storm that happened over the course of three days. So while January was light, we got off to a great start here in February. And what we expect as we look into the second quarter is we need several more decent events in February and in March. When I say decent, I mean, five- to six-inch snows in the Eastern corridor to kind of hit the averages that are out there, the 30 year averages. If those occur, as you'll see in the guidance, we believe, with those averages, we'll hit the high end of the guidance. And kind of with a light over the – light snow events over the next two months, we'll be at the lower end. And so we still need snow to come, but certainly Orlena gave us a great spot. And we're confident that we're going to be able to improve or beat the snow levels that we saw in fiscal 2020.

Very helpful. You mentioned in the development business that fiscal 2Q performance there might take a bit of a step back with improvement in the second half of the year. Can you talk about the puts and takes that might put near-term pressure on development in 2Q and elaborate on some of the tailwinds that you expect to manifest in the second half of the fiscal year?

Absolutely. As we've talked about in prior quarters, we saw it coming a couple of quarters ago with – during the height of the pandemic with reduced amounts of architectural activity and pipeline. And we knew that we were going to see a shift downwards in our fiscal second quarter, right here in the January through March time period. It's playing out, as we said, 20%, 25% reduction. Fortunately, the pipeline build has – as we looked at it in the last three months, in October through December, and actually, as we continue into January, that bid pipeline or the bidding activity continues to be quite strong. And we believe this is going to be – Q2 will be a trough quarter, and that we'll be climbing back out and, frankly, being similar to the levels that we saw last year return as soon as the second half of this year. Whether it completely happens in Q3 or Q4, we still need to see the layering in bookings, but all the trends that we see in our development business are very encouraging, and we would expect that we would return to organic growth at the latest by the back half of this calendar year.

Your next question is from the line of Andrew Wittmann with Baird.

Yes, great. Thanks, guys. I guess just drilling into the guidance a little bit more and maybe as it relates to M&A specifically, you mentioned that there's an annualized run rate that you've closed this fiscal year of $80 million. But I was wondering, John, maybe if you could cut the numbers a little bit different way and talk about what the inorganic contribution to fiscal 2021, both from deals that closed last year and contribute to this year as well as deals that closed this year and will only contribute partially to this year. If you could give us the in-year benefit of inorganic revenues that are implied in – or that we should be expecting, not just maybe for the second quarter, but just to help us frame the year at this point.

Yes. Are you talking about Q1, Andrew, for the full year?

Yes. I'm looking – well, the Q1 numbers, obviously, you disclosed those, and those are clear. So if you could give it for the second quarter, that'd be helpful. And then just kind of help us ballpark what the inorganic revenue contribution maybe is for the year. You gave us the $80 million annualized in timing and all these other things, make it – I don't know if I want to assume that $80 million is the actual number in the year for the year either. So maybe you could just help us, that would be helpful, I think.

Yes. No, thanks for that clarification. I think where we sit today, historically, we've guided around $60 million, and the composition of that would be $30 million of wrap and $30 million of new. And so with the progress that we've made this year, we would be upping that to more than $90 million range, and that would still be the $30 million wrap. But with this progress and these early deals getting done, that realization of new would be more approaching $60 million. So think $90 million versus our historic $60 million.

Got it. Okay. That is helpful. And then just, I guess, philosophically here, after the second quarter is in the books, I guess, we'll have – we'll be into those COVID comps into some of the – you're seeing growth. Do you expect that maybe after next quarter, you'll be able to guide for the rest of the year? I just wonder how the visibility is shaping up after this quarter.

Yes. We think – Andy, we think that's very realistic. As you know, a little hard to get full year now with just the variability of snow, to be candid, in Q2. But we think once that quarter is behind us and once we have a deep dive into Q3 and Q4 that you'll see a full year guide from us next call.

Yes, not only removing – Andy, this is Andrew, Andy, removing the uncertainty around snowfall levels. But in addition, through April is our primary selling season for our contract-based business. And we'll have a very good understanding of kind of where that lays out and what the pandemic impacts are going to be because we've contracted that. And so by the time we get to our May call, we'll be able to give you some better clarity on that for the year.

Your next question is from the line of Hamzah Mazari with Jefferies.

Hey, good morning. My question is just a little bit around M&A. And I guess, from a technology standpoint, you talked a lot about sort of the CRM system, sales, etc.. Does your technology enable you to integrate deals faster now on the M&A side? And then as part of that on the M&A side, are you seeing more people – has COVID impacted sort of people's willingness to sell at all? Or it really doesn't matter?

You know what, Hamzah, it's interesting. We operate on one system. It's a JD Edwards-based system across the entire enterprise. And frankly, having done 24 deals, we have a team who's done 24 deals of integration, and we have a playbook which allows us to very quickly take advantage of the back-office operations and consolidations and move those acquisitions onto our platforms, frankly, within a couple of months. It's a pretty impressive team. And it really – I would say, absolutely, technology helps that. Furthermore, the introduction of ETC, timekeeping tools and labor management tools as well as our sales force and quality site assessment tools, our acquired companies are hungry for these. They actually are looking forward, and it helps along with the acquisition because they get to have new tools introduced that they otherwise wouldn't have. And so that's – that absolutely is a big positive. Regarding the seller's appetite, I would say that it's a little bit accelerated, shall I say. And I think what I mean by that is that owners who may have been on the fence, who weren't sure whether or not they were going to sell their company or not, the pandemic has kind of put more uncertainty out there in the world, has put people perhaps reflecting on their own lives or what they want to do going forward. And those who are on the fence, that's the funny side, you know what, I'm going to kind of redefine what I'm doing, and then thus put their properties or put their assets up for sale. So I think we've seen a little bit of an increase from that. And I think that, that is reflected, and the fact we used to see about $300 million or so on our pipeline, now we're up to – moving up towards $400 million.

Got it. And just my follow-up question is just on maintenance margins, I guess, are at 11.9%. They're pretty strong. How should we think about – you talked a lot about sort of the revenue trajectory, second half ancillary, et cetera. But on the margin side, how should we think about sort of how much room you have there? What variable costs sort of come back into the business? What sort of cost structure? What sort of costs have you taken out that are structural? Just any color on the margin trajectory would be helpful, too.

Yes. Hamzah, this is John. I think for the quarter, there were three main drivers around the improvement in margins. Not surprising on any of them. The first was headwind around ancillary, that's a more profitable part of the business. And with that shortfall versus prior year, that was a headwind. There's also a slight headwind around the new acquisitions that we're bringing onboard because historically, well-run companies, but not at our rate yet, so it takes time to get them up. Where we've made significant progress is around cost reductions and, I would say, productivity and efficiencies around leveraging the tools. Like every company, we've taken cost out around labor and travel and other discretionary items. But now we have – labor is a big part of our program. And now that we have ETC fully implemented across both sides of the business, we've been able to make some progress there. As far as longer term and looking at Q2, three and four, I would say we're very confident that we'll stay within our historical guide of somewhere around 10 to 30 basis point improvement. We had a really good second quarter. We expect the same improvement in the second quarter, which was evident in our guide. And when we talk again in May for the full year, we'll have more to say about it. But for the longer term, we're still in that 10 to 30 bps range.

Your next question is from the line of Kevin McVeigh with Crédit Suisse.

Great, thank you. Hey, so you're at $80 million, it sounds like, year-to-date. Is it fair to say that you could be poised to kind of set it into a higher range and kind of acquired revenue structurally? Or is this just taking advantage of the pipeline that's out there? And that incremental $100 million, so the $3 million to $4 million, would you expect a higher close rate based on the pipeline? Because obviously, I don't think you closed all of them, maybe just remind us what the percentage is of closed versus where the pipeline sits historically.

Yes. Kevin, I think what you see in our overall pipeline is the opportunities are increasing, but I would not expect our close rate to go up any great deal just because every acquisition takes a great deal of diligence. We meet with the teams. We understand who they are. And the reality is that there are many more companies that we actually turn down that actually ultimately end up going to the outer with. So I haven't seen a dramatic shift in that kind of percentage. I will say that I do believe with the pipeline that we continue to see in front of us, that it is likely that we will continue to be doing deals as we move forward. We're not slowing down. And so I would say that we will see something north of that $80 million annualized revenue going forward as we progress through the next couple of quarters.

And then as you think about just – I guess, maybe more kind of some of these ESG initiatives and you do more electric, does that take down the maintenance aspect of the business longer term? I'd imagine there's probably a little bit more upfront investment. But how should we think about that as the fleet converged? And again, I don't know if you have any thoughts as to what percentage of your fleet ultimately goes electric. But what does that mean to kind of the SG&A longer term? Because I'd imagine there's probably less maintenance associated with the equipment.

Yes. There certainly is some less maintenance involved with the equipment, but these are heavy-duty machines. And the thing is, it more comes down to a lot of the gears and the blades and those kinds of things. And they're also more expensive equipment, number one, okay? And so the upfront outlay may have some slight higher levels, offset by perhaps lower operating cost levels going forward. But at the end of the day, a spring trimmer still needs a person running the spring trimmer, pruning – our edge trimmer still needs someone to operate that. And most mowing activity still needs people to operate those mowers. That being said, another exciting element of what we're doing with electric is autonomous mowing. That is – that technology is in its infancy, and really, demand is very large, well, lawn to mow. We're not going to be taking 24-inch decks and automating those in communities. But I do think, over time, you're going to see potentially some labor savings in autonomous mowing. We're on the forefront of that. And we'll be exited – it will be exciting to share some of those developments over the next year as we continue and launch that, which will be launched this year. We'll be launching on several properties throughout the country.

Your next question is from the line of Sam England with Berenberg. Mr. England, your line is open.

Hello?

Sam?

Hi, guys, can you hear me?

Yes, Sam. We hear you fine.

We hear you fine now.

Great. Yes. Now the first question. I just wondered if you're expecting to see any impacts from the Biden administration coming in, for example, around labor laws, wage inflation regulation, those types of things.

Yes. Fortunately, regardless of what administration is in the White House, the grass continues to grow and the snow will fall as long as it's cold. And we will continue to be servicing our properties. We believe on a strong component of legal immigration across the country. Any pro immigration policies that would be implemented will benefit us on increasing the availability of labor throughout the country. And that's whether that's immigrant labor or whether – I mean, immigrant labor that exists in the country or whether it's guest immigrant labor coming in, we're fans of that. It will benefit the company, and any party which supports the pro immigration platform, we're thrilled about.

Okay. Great. And then just looking at Slide 6 and the end markets in 2020. I just wondered where you're seeing the most weakness in ancillary revenues at the moment. And are there any markets there that you've seen a particular improvement in sequentially, so throughout Q3 and Q4 and into Q1?

You mean within the ancillary segment?

Yes. Yes, the ancillary revenue, yes.

Yes. I mean there isn't any one particularly as far as what we've experienced. I would have to say perhaps in many of our retail and hospitality verticals that you would have seen across the board service line impacts. And some of the more discretionary color rotations that you might see in retail, where people aren't visiting malls, you're not really sprucing them up quite as much as you used to. So I think those kind of areas would be more impacted than others in the past. And those would be the ones we would expect to come back. We do believe, as we get into Q3 and Q4 this summer, and especially as people start coming back into public areas, coming back to restaurants, there's going to be a need for the competition to differentiate their products. And landscaping is a great way to differentiate the environments people are going to be in, especially in the summer as they will be dining and shopping outside.

Your next question is from the line of Bob Labick with CJS Securities.

Great, good morning. A lot of my questions, obviously, have been addressed already. Just digging in on the ancillary by customer type, if you could – you mentioned hospitality. Obviously, retail has been impacted. Has there been any change to the corporate or the HOAs in how they're treating ancillary services? Or how do you expect those to trend going forward?

Yes. It's a good question, Bob. What they – what I would have to say is that in the HOA environments, you've seen relatively little shift or impact in ancillary services. It's been pretty steady, shall I say. The HOA dues haven't been that much affected. And so people tend to be utilizing their – and so they're staying at home, working from home. People are paying a lot of attention to their home environments and their community environments. So we've seen kind of a stabilized element there. I will say, in commercial, we have seen a bit of impact in commercial but not near as much as – it's been small, right? The bigger impacts have been in places like retail and hospitality. So commercial has had some impact with less people coming into offices, again, less color rotations. You're not improving the properties when no one is coming into commercial buildings at this time. However, as we have heard, as people come back into the offices in July and in September, actually, we believe that there is a likelihood that people are going to get the properties ready for people returning to offices, which could have a positive impact on our ancillary services in the second half of the year.

Okay, super. Thanks very much.

And your next question is from the line of Shlomo Rosenbaum with Stifel.

Hi, thank you for squeezing me in for a follow-up. Just a quick one, Andrew, how much of the Green Image business that you announced this morning is residential and development versus maintenance? So I was flipping through the website, I just – I don't usually see residential in some of the stuff that you guys do. And I was just wondering how much is this different from what you usually do.

Sure. Yes. Green Image is heavy homeowners association, okay? So they do a lot of homeowners associations in the Vegas area. That's probably where you would have seen it. They do very little true – what you would typify as residential. It's just that they are in HOAs, and so you will see that is what they do. They, however, do have – as opposed to most of the acquisitions we've done, they have a significant development part of the business. It's more than half. And what that business is it's actually fantastic for us in Vegas because in Vegas was one area we had very little homeowners or, say, association development business, which is booming in Vegas. We were more on the hospitality and corporate kind of development side of the market. With Green Image, it now puts us squarely in a spot where we're across the board between general contractors of commercial and hospitality in our legacy business and now combining with Green Image's strong position in the community development part of the market.

Great, thanks.

And there are no further questions. Mr. Masterman, do you have any closing remarks, sir?

Yes. Thank you very much, operator. Once again, I want to thank everyone for participating in the call today and for your interest in BrightView. We look forward to speaking with you when we report our second quarter results in May. Please pray for snow, stay safe, and be well.

Ladies and gentlemen, this concludes today's conference call. You may now disconnect.