Third Quarter 2024 Highlights (comparisons to third
quarter 2023)
- Highest-ever total revenue of $178.7
million, an increase of $10.8
million, or 6.4%
- Net loss of $10.6 million, or
$0.39 net loss per diluted share
attributable to common stockholders (LPS), and Adjusted Net
Income1 of $19.1 million,
or $0.41 Diluted Adjusted Net Income
per share1 (Adj EPS)
- Record Consolidated Adjusted EBITDA1 of $28.3 million, an increase of $5.0 million, or 21.5%
- Consolidated margin expansion
- Reaffirms full-year 2024 guidance for total revenue of
$690 million to $740 million, and Consolidated Adjusted
EBITDA1 of $95 million to
$100 million
First Nine Months 2024 Highlights (comparisons to first
nine months 2023)
- Record total revenue of $507.4
million, an increase of $48.9
million, or 10.7%
- Net loss of $34.1 million, or
$1.30 LPS, and Adjusted Net
Income1 of $38.6 million,
or $0.80 Adj EPS1
- Record Consolidated Adjusted EBITDA1 of $68.5 million, an increase of $7.5 million, or 12.2%
- Received five patents in 2024, bringing total patent portfolio
to 23, which enhance differentiated capabilities across multiple
contaminants, including PFAS
Strategic Capital Allocation Priorities
- Long-term capital allocation strategy unchanged
- Near-term priority is redemption of preferred equity and
subsequent deleveraging; concurrently de-emphasizing
acquisitions
- Continued focus on cash flow generation
LITTLE
ROCK, Ark., Nov. 6, 2024
/PRNewswire/ -- Montrose Environmental Group, Inc. (the "Company,"
"Montrose" or "MEG") (NYSE: MEG)
today announced results for the third quarter and first nine month
periods ended September 30, 2024.
Montrose Chief Executive
Officer and Director, Vijay
Manthripragada, commented, "We are pleased to report another
quarter of strong performance with record results driven by
continued demand for our comprehensive suite of integrated
solutions. Record quarterly revenues and Consolidated Adjusted
EBITDA1, as well as the 190 basis points of margin
improvement, evidence the alignment of our in-demand, higher-margin
offerings with our strategic and financial goals. Our strong track
record of organic growth, including ongoing cross-selling success,
alongside the successful integration of recent acquisitions,
continue to demonstrate the strategic advantages provided by our
business model."
Mr. Manthripragada continued, "Our long-term capital allocation
strategy is unchanged. In the near-term, we will prioritize
redemption of the preferred equity and subsequent deleveraging.
This provides an opportunity for the underlying organic growth
potential of our business to shine. And, we remain steadfast in our
commitment to strong cash flow generation. We believe these
combined efforts will demonstrate to our employees, clients,
colleagues and shareholders the true value creation afforded by our
Company."
"As we look ahead, we remain confident in our growth trajectory,
supported by overall favorable regulatory tailwinds and resilient
client demand. The increasing complexity of environmental
regulations, coupled with escalating private sector commitments to
environmental stewardship, continue to drive demand for our
integrated services across our operations in North America, Australia, and Europe."
_______________________________
|
(1)
|
Consolidated Adjusted
EBITDA, Adjusted Net Income (Loss) and Adjusted Net Income (Loss)
per Share are non-GAAP measures. See the appendix to this release
for a discussion of these measures, including how they are
calculated and the reasons why we believe they provide useful
information to investors, and a reconciliation for historical
periods to the most directly comparable GAAP measures.
|
Third Quarter 2024 Results
Total revenue in the third quarter of 2024 was $178.7 million compared to $167.9 million in the prior year quarter, an
increase of 6.4%. The increase in revenue was primarily comprised
of strong organic growth in our Assessment, Permitting and Response
and Measurement and Analysis segments, and $15.4 million from acquisitions, partially offset
by a $12.8 million reduction in
environmental emergency response revenue and lower treatment
technology revenue.
Net loss was $10.6 million, or
$0.39 of LPS, in the third quarter of
2024, compared to net loss of $7.5
million, or $0.39 LPS, in the
prior year quarter. The year-over-year change in net loss was
primarily attributable to higher interest in the current year
quarter, partially offset by improved loss from operations.
The flat comparative period LPS was due to lower dividends on our
Series A-2 Preferred Stock (Series A-2) and a higher weighted
average outstanding share count, partially offset by a Net loss
increase.
In the third quarter of 2024, Adjusted Net Income1
and Adj EPS1 were $19.1
million and $0.41,
respectively, increases compared to the prior year quarter Adjusted
Net Income1 and Adj EPS1 of $15.7 million and $0.31, respectively. Adjusted Net
Income1 in the current year period was higher than the
prior year period primarily resulting from the improvement in
operating income before amortization expense and acquisition costs,
partially offset by higher interest expense. In the current year
period, Adj EPS1 was higher than the prior year period
primarily due to the increase in Adjusted Net Income and the lower
dividends on our Series A-2, partially offset by a higher weighted
average outstanding share count in the quarter.
Third quarter 2024 Consolidated Adjusted EBITDA1 was
$28.3 million, or 15.8% of revenue,
compared to $23.3 million, or 13.9%
of revenue, in the prior year quarter. The increase in Consolidated
Adjusted EBITDA1 was due to higher revenue driven by
organic growth and acquisitions. The increase in Consolidated
Adjusted EBITDA1 as a percentage of revenue resulted
primarily from organic growth, the benefits from recent
acquisitions, and lower corporate expenses, partially timing
related.
First Nine Months 2024 Results
Total revenue in the first nine months of 2024 increased 10.7%
to $507.4 million compared to
$458.5 million in the prior year
period. The increase in revenue was primarily comprised of strong
organic growth in our Measurement and Analysis and Assessment,
Permitting and Response segments, and $63.6
million from acquisitions, partially offset by a
$34.9 million reduction in
environmental emergency response revenue and lower treatment
technology revenue.
Net loss was $34.1 million, or
$1.30 LPS, in the first nine months
of 2024 compared to a net loss of $29.4
million, or $1.39 LPS, in the
prior year period. The year-over-year increase in net loss was
primarily attributable to higher interest and income tax expenses
in the current year period, partially offset by an improved loss
from operations. Improved LPS was a result of lower dividends on
the Series A-2 and a higher weighted average outstanding share
count, partially offset by a higher net loss.
In the first nine months of 2024, Adjusted Net
Income1 and Adj EPS were $38.6
million and $0.80,
respectively, compared to prior year period Adjusted Net
Income1 and Adj EPS1 of $40.9 million and $0.78, respectively. Adjusted Net
Income1 in the current year period was lower than the
prior year period primarily resulting from increases in interest
and income tax expenses, partially offset by the improved operating
loss. In the current year period, Adj EPS1 was higher
than the prior year period primarily from the lower dividends on
our Series A-2, partially offset by lower Adjusted Net
Income1 and a higher weighted average outstanding share
count in the year-to-date period.
Consolidated Adjusted EBITDA1 for the first nine
months of 2024 was $68.5 million, or
13.5% of revenues, compared to $61.1
million, or 13.3% of revenues, in the prior year period. The
increase in Consolidated Adjusted EBITDA1 was primarily
due to higher revenues driven by organic growth and
acquisitions.
Operating Cash Flow, Liquidity and Capital Resources
Cash used in operating activities for the first nine months
ended September 30, 2024, was
$9.7 million compared to cash
provided by operating activities of $41.5
million in the prior year period. The year-over-year
decrease was primarily due to an increase in accounts receivable
and contract assets associated with higher revenues. The previously
discussed temporary invoicing delays associated with the
integration of Matrix are substantially addressed and collections
are returning to a normal cadence. In addition, slower payments on
a single, large, U.S. government funded project are expected to be
resolved by year end. Excluding the impact of Matrix and the U.S.
government funded project, days sales outstanding were unchanged
compared to the prior year period.
As of September 30, 2024, Montrose had $139.8
million of liquidity, including $13.0
million of cash and $126.7
million of availability on its revolving credit
facility.
As of September 30, 2024, Montrose's leverage ratio under its credit
facility, which includes the impact of recently completed
acquisitions of Spirit Environmental and Origins Laboratory, was
2.6x.
Recent Acquisitions
In July 2024, Montrose acquired Spirit Environmental, LLC.
("Spirit"), a leading environmental consultant specializing in air
permitting and compliance services across the central U.S. Spirit
is included within the Company's Assessment, Permitting &
Response segment.
In September 2024, Montrose acquired substantially all the assets
of Origins Laboratory, Inc. ("Origins"), an accredited
environmental analytical testing laboratory. Origins is included
within the Company's Measurement and Analysis segment.
Full Year 2024 Outlook
The Company reaffirms its full year 2024 Revenue and
Consolidated Adjusted EBITDA1 outlook. The Company
expects Revenue to be in the range of $690
million to $740 million.
Consolidated Adjusted EBITDA1 is expected to be in the
range of $95 million to $100 million for the full year 2024.
Our Revenue and Consolidated Adjusted EBITDA1 outlook
does not include any benefit from future acquisitions.
Webcast and Conference Call
The Company will host a webcast and conference call on
Thursday, November 7, 2024, at
8:30 a.m. Eastern time to discuss
third quarter financial results. The prepared remarks will be
followed by a question-and-answer session. A live webcast of the
conference call will be available in the Investors section of the
Montrose website at
www.montrose-env.com. The conference call will also be accessible
by dialing 1-844-826-3035 (Domestic) and 1-412-317-5195
(International). For those who are unable to listen to the live
broadcast, an audio replay of the conference call will be available
on the Montrose website for 30
days.
About Montrose
Montrose is a leading
environmental solutions company focused on supporting commercial
and government organizations as they deal with the challenges of
today and prepare for what's coming tomorrow. With ~3,400 employees
across 100+ locations worldwide, Montrose combines deep local knowledge with an
integrated approach to design, engineering, and operations,
enabling Montrose to respond
effectively and efficiently to the unique requirements of each
project. From comprehensive air measurement and laboratory services
to regulatory compliance, environmental emergency response,
permitting, engineering, and remediation, Montrose delivers innovative and practical
solutions that keep its clients on top of their immediate needs –
and well ahead of the strategic curve. For more information, visit
www.montrose-env.com.
Forward‐Looking Statements
This press release 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, as
amended. Forward-looking statements may be identified by the use of
words such as "intend," "expect", and "may", and other similar
expressions that predict or indicate future events or that are not
statements of historical matters. Forward-looking statements are
based on current information available at the time the statements
are made and on management's reasonable belief or expectations with
respect to future events, and are subject to risks and
uncertainties, many of which are beyond the Company's control, that
could cause actual performance or results to differ materially from
the belief or expectations expressed in or suggested by the
forward-looking statements. Additional factors or events that could
cause actual results to differ may also emerge from time to time,
and it is not possible for the Company to predict all of them.
Forward-looking statements speak only as of the date on which they
are made, and the Company undertakes no obligation to update any
forward-looking statement to reflect future events, developments or
otherwise, except as may be required by applicable law. Investors
are referred to the Company's filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for
the year ended December 31, 2023, for
additional information regarding the risks and uncertainties that
may cause actual results to differ materially from those expressed
in any forward-looking statement.
Contact Information:
Investor Relations:
Adrianne D. Griffin
(949) 988-3383
ir@montrose-env.com
Media Relations:
Sarah Kaiser
(225) 955-1702
pr@montrose-env.com
MONTROSE
ENVIRONMENTAL GROUP, INC.
|
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND
|
COMPREHENSIVE
LOSS
|
(In thousands, except
per share data)
|
|
|
|
Three Months
Ended
September 30,
|
|
|
Nine Months
Ended
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
|
2024
|
|
|
2023
|
|
Revenues
|
|
$
|
178,687
|
|
|
$
|
167,937
|
|
|
$
|
507,337
|
|
|
$
|
458,466
|
|
Cost of revenues
(exclusive of depreciation and
amortization shown below)
|
|
|
105,596
|
|
|
|
102,155
|
|
|
|
306,239
|
|
|
|
281,984
|
|
Selling, general and
administrative expense
|
|
|
60,869
|
|
|
|
56,901
|
|
|
|
177,182
|
|
|
|
161,761
|
|
Fair value changes in
business acquisition
contingencies
|
|
|
143
|
|
|
|
459
|
|
|
|
385
|
|
|
|
414
|
|
Depreciation and
amortization
|
|
|
13,240
|
|
|
|
11,863
|
|
|
|
37,408
|
|
|
|
33,816
|
|
Loss from
operations
|
|
|
(1,161)
|
|
|
|
(3,441)
|
|
|
|
(13,877)
|
|
|
|
(19,509)
|
|
Other income (expense),
net
|
|
|
(3,898)
|
|
|
|
(671)
|
|
|
|
(4,314)
|
|
|
|
(1,560)
|
|
Interest expense,
net
|
|
|
(4,137)
|
|
|
|
(2,089)
|
|
|
|
(11,420)
|
|
|
|
(5,507)
|
|
Total other income
(expense), net
|
|
|
(8,035)
|
|
|
|
(2,760)
|
|
|
|
(15,734)
|
|
|
|
(7,067)
|
|
Loss before expense
from income taxes
|
|
|
(9,196)
|
|
|
|
(6,201)
|
|
|
|
(29,611)
|
|
|
|
(26,576)
|
|
Income tax
expense
|
|
|
1,368
|
|
|
|
1,324
|
|
|
|
4,480
|
|
|
|
2,842
|
|
Net loss
|
|
$
|
(10,564)
|
|
|
$
|
(7,525)
|
|
|
$
|
(34,091)
|
|
|
$
|
(29,418)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity adjustment from
foreign currency translation
|
|
|
(70)
|
|
|
|
(198)
|
|
|
|
(70)
|
|
|
|
(304)
|
|
Comprehensive
loss
|
|
|
(10,634)
|
|
|
|
(7,723)
|
|
|
|
(34,161)
|
|
|
|
(29,722)
|
|
Convertible and
redeemable Series A-2 Preferred
Stock dividend
|
|
|
(2,750)
|
|
|
|
(4,100)
|
|
|
|
(8,314)
|
|
|
|
(12,300)
|
|
Net loss attributable
to common stockholders
|
|
|
(13,314)
|
|
|
|
(11,625)
|
|
|
|
(42,405)
|
|
|
|
(41,718)
|
|
Weighted average
common shares outstanding—
basic and diluted
|
|
|
34,242
|
|
|
|
30,143
|
|
|
|
32,647
|
|
|
|
30,016
|
|
Net loss per share
attributable to common
stockholders— basic and diluted
|
|
$
|
(0.39)
|
|
|
$
|
(0.39)
|
|
|
$
|
(1.30)
|
|
|
$
|
(1.39)
|
|
MONTROSE
ENVIRONMENTAL GROUP, INC.
|
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
(In thousands, except
share data)
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2024
|
|
|
2023
|
|
Assets
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash, cash equivalents
and restricted cash
|
|
$
|
13,045
|
|
|
$
|
23,240
|
|
Accounts receivable,
net
|
|
|
152,849
|
|
|
|
112,360
|
|
Contract
assets
|
|
|
65,553
|
|
|
|
51,629
|
|
Prepaid and other
current assets
|
|
|
15,489
|
|
|
|
13,695
|
|
Total current assets
|
|
|
246,936
|
|
|
|
200,924
|
|
Non-current
assets
|
|
|
|
|
|
|
Property and equipment,
net
|
|
|
66,096
|
|
|
|
56,825
|
|
Operating lease
right-of-use asset, net
|
|
|
40,923
|
|
|
|
32,260
|
|
Finance lease
right-of-use asset, net
|
|
|
17,242
|
|
|
|
13,248
|
|
Goodwill
|
|
|
482,607
|
|
|
|
364,449
|
|
Other intangible
assets, net
|
|
|
144,652
|
|
|
|
140,813
|
|
Other assets
|
|
|
8,437
|
|
|
|
8,267
|
|
Total assets
|
|
$
|
1,006,893
|
|
|
$
|
816,786
|
|
Liabilities,
Convertible and Redeemable Series A-2 Preferred Stock and
Stockholders' Equity
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
Accounts payable and
other accrued liabilities
|
|
$
|
57,579
|
|
|
$
|
59,920
|
|
Accrued payroll and
benefits
|
|
|
31,556
|
|
|
|
34,660
|
|
Business acquisitions
contingent consideration, current
|
|
|
6,423
|
|
|
|
3,592
|
|
Current portion of
operating lease liabilities
|
|
|
11,696
|
|
|
|
9,963
|
|
Current portion of
finance lease liabilities
|
|
|
4,232
|
|
|
|
3,956
|
|
Current portion of
long-term debt
|
|
|
16,753
|
|
|
|
14,196
|
|
Total current liabilities
|
|
|
128,239
|
|
|
|
126,287
|
|
Non-current
liabilities
|
|
|
|
|
|
|
Business acquisitions
contingent consideration, long-term
|
|
|
27,924
|
|
|
|
2,448
|
|
Other non-current
liabilities
|
|
|
6,355
|
|
|
|
6,569
|
|
Deferred tax
liabilities, net
|
|
|
8,274
|
|
|
|
6,064
|
|
Conversion option
related to Series A-2 Preferred Stock
|
|
|
20,054
|
|
|
|
19,017
|
|
Operating lease
liability, net of current portion
|
|
|
31,543
|
|
|
|
25,048
|
|
Finance lease
liability, net of current portion
|
|
|
9,378
|
|
|
|
8,185
|
|
Long-term debt, net of
deferred financing fees
|
|
|
233,007
|
|
|
|
148,988
|
|
Total liabilities
|
|
$
|
464,774
|
|
|
$
|
342,606
|
|
Commitments and
contingencies
|
|
|
|
|
|
|
Convertible and
redeemable Series A-2 Preferred Stock $0.0001 par value
|
|
|
|
|
|
|
Authorized, issued and
outstanding shares: 11,667 and 17,500 at September 30,
2024 and December 31, 2023, respectively; aggregate liquidation
preference of
$122.2 million and $182.2 million at September 30, 2024 and
December 31,
2023, respectively
|
|
|
92,928
|
|
|
|
152,928
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
Common stock,
$0.000004 par value; authorized shares: 190,000,000 at
September
30, 2024 and December 31, 2023; issued and outstanding shares:
34,296,493
and 30,190,231 at September 30, 2024 and December 31, 2023,
respectively
|
|
|
—
|
|
|
|
—
|
|
Additional
paid-in-capital
|
|
|
693,931
|
|
|
|
531,831
|
|
Accumulated
deficit
|
|
|
(244,447)
|
|
|
|
(210,356)
|
|
Accumulated other
comprehensive (loss) income
|
|
|
(293)
|
|
|
|
(223)
|
|
Total stockholders'
equity
|
|
|
449,191
|
|
|
|
321,252
|
|
Total liabilities,
convertible and redeemable Series A-2 Preferred Stock and
Stockholders' Equity
|
|
$
|
1,006,893
|
|
|
$
|
816,786
|
|
MONTROSE
ENVIRONMENTAL GROUP, INC.
|
UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(In
thousands)
|
|
|
|
For the Nine Months
Ended
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
Operating
activities:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(34,091)
|
|
|
$
|
(29,418)
|
|
Adjustments to
reconcile net loss to net cash provided by operating
activities:
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
37,408
|
|
|
|
33,816
|
|
Amortization of
right-of-use asset
|
|
|
8,423
|
|
|
|
7,667
|
|
Stock-based
compensation expense
|
|
|
34,866
|
|
|
|
35,609
|
|
Fair value changes in
financial instruments
|
|
|
4,851
|
|
|
|
1,814
|
|
Deferred income
taxes
|
|
|
4,931
|
|
|
|
2,842
|
|
Other operating
activities, net
|
|
|
315
|
|
|
|
2,403
|
|
Changes in operating
assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
Accounts receivable
and contract assets
|
|
|
(45,898)
|
|
|
|
(9,538)
|
|
Accounts payable and
other accrued liabilities
|
|
|
(2,192)
|
|
|
|
(772)
|
|
Accrued payroll and
benefits
|
|
|
(4,936)
|
|
|
|
6,092
|
|
Payment of contingent
consideration
|
|
|
—
|
|
|
|
(611)
|
|
Change in operating
leases
|
|
|
(9,233)
|
|
|
|
(7,525)
|
|
Other
assets
|
|
|
(4,165)
|
|
|
|
(907)
|
|
Net cash (used in)
provided by operating activities
|
|
|
(9,721)
|
|
|
|
41,472
|
|
Investing
activities:
|
|
|
|
|
|
|
Proceeds from corporate
owned and property insurance
|
|
|
182
|
|
|
|
311
|
|
Purchases of property
and equipment
|
|
|
(19,086)
|
|
|
|
(24,969)
|
|
Proceeds from the sale
of property and equipment
|
|
|
401
|
|
|
|
—
|
|
Proprietary software
development and other software costs
|
|
|
(2,052)
|
|
|
|
(2,763)
|
|
Purchase price true
ups
|
|
|
(3,413)
|
|
|
|
(1,027)
|
|
Minority
investments
|
|
|
(210)
|
|
|
|
(2,347)
|
|
Cash paid for
acquisitions, net of cash acquired
|
|
|
(113,012)
|
|
|
|
(66,187)
|
|
Net cash used in
investing activities
|
|
|
(137,190)
|
|
|
|
(96,982)
|
|
Financing
activities:
|
|
|
|
|
|
|
Proceeds from line of
credit
|
|
|
326,468
|
|
|
|
—
|
|
Repayment of the line
of credit
|
|
|
(278,335)
|
|
|
|
—
|
|
Proceeds from the
aircraft loan
|
|
|
—
|
|
|
|
10,935
|
|
Repayment of aircraft
loan
|
|
|
(796)
|
|
|
|
(335)
|
|
Proceeds from term
loan
|
|
|
50,000
|
|
|
|
—
|
|
Repayment of term
loan
|
|
|
(11,094)
|
|
|
|
(8,785)
|
|
Payment of contingent
consideration and other purchase price true ups
|
|
|
(363)
|
|
|
|
(1,535)
|
|
Repayment of finance
leases
|
|
|
(4,384)
|
|
|
|
(3,378)
|
|
Payments of deferred
financing costs
|
|
|
(348)
|
|
|
|
—
|
|
Proceeds from issuance
of common stock for exercised stock options
|
|
|
1,973
|
|
|
|
4,529
|
|
Proceeds from issuance
of common stock in follow-on offering
|
|
|
121,776
|
|
|
|
—
|
|
Dividend payment to the
series A-2 stockholders
|
|
|
(8,314)
|
|
|
|
(12,300)
|
|
Repayment to the series
A-2 stockholders
|
|
|
(60,000)
|
|
|
|
—
|
|
Net cash provided by
(used in) financing activities
|
|
|
136,583
|
|
|
|
(10,869)
|
|
Change in cash, cash
equivalents and restricted cash
|
|
|
(10,328)
|
|
|
|
(66,379)
|
|
Foreign exchange impact
on cash balance
|
|
|
133
|
|
|
|
(265)
|
|
Cash, cash equivalents
and restricted cash:
|
|
|
|
|
|
|
Beginning of
year
|
|
|
23,240
|
|
|
|
89,828
|
|
End of
period
|
|
$
|
13,045
|
|
|
$
|
23,184
|
|
SEGMENT REVENUES AND
ADJUSTED EBITDA
|
(In
thousands)
|
(Unaudited)
|
|
|
|
Three Months Ended
September 30,
|
|
|
2024
|
|
|
2023
|
|
|
|
|
Segment
Revenues
|
|
|
Segment
Adjusted
EBITDA(1)
|
|
|
Segment
Revenues
|
|
|
Segment
Adjusted
EBITDA(1)
|
|
|
Assessment, Permitting
and
Response
|
|
$
|
52,019
|
|
|
$
|
11,188
|
|
|
$
|
57,009
|
|
|
$
|
14,878
|
|
|
Measurement and
Analysis
|
|
|
58,583
|
|
|
|
13,370
|
|
|
|
50,468
|
|
(2)
|
|
10,352
|
|
|
Remediation and
Reuse
|
|
|
68,085
|
|
|
|
11,655
|
|
|
|
60,460
|
|
|
|
7,446
|
|
|
Total Operating
Segments
|
|
$
|
178,687
|
|
|
$
|
36,213
|
|
|
$
|
167,937
|
|
|
$
|
32,676
|
|
|
Corporate and
Other
|
|
|
—
|
|
|
|
(7,901)
|
|
|
|
—
|
|
|
|
(9,373)
|
|
|
Total
|
|
$
|
178,687
|
|
|
$
|
28,312
|
|
|
$
|
167,937
|
|
|
$
|
23,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
2024
|
2023
|
|
|
|
|
Segment
Revenues
|
|
|
Segment
Adjusted
EBITDA(1)
|
|
|
Segment
Revenues
|
|
|
Segment
Adjusted
EBITDA(1)
|
|
|
Assessment, Permitting
and
Response
|
|
$
|
164,043
|
|
|
$
|
40,088
|
|
|
$
|
170,634
|
|
|
$
|
42,977
|
|
|
Measurement and
Analysis
|
|
|
158,889
|
|
|
|
32,233
|
|
|
|
143,050
|
|
(2)
|
|
27,528
|
|
|
Remediation and
Reuse
|
|
|
184,405
|
|
|
|
25,594
|
|
|
|
144,782
|
|
|
|
18,767
|
|
|
Total Operating
Segments
|
|
$
|
507,337
|
|
|
$
|
97,915
|
|
|
$
|
458,466
|
|
|
$
|
89,272
|
|
|
Corporate and
Other
|
|
|
—
|
|
|
|
(29,367)
|
|
|
|
—
|
|
|
|
(28,175)
|
|
|
Total
|
|
$
|
507,337
|
|
|
$
|
68,548
|
|
|
$
|
458,466
|
|
|
$
|
61,097
|
|
|
_____________________________________
|
(1)
|
For purposes of
evaluating segment profit, the Company's chief operating decision
maker reviews Segment Adjusted EBITDA as a basis for making the
decisions to allocate resources and assess performance.
|
(2)
|
Includes revenue of
$2.0 million and $5.9 million from the Discontinued Specialty Lab
for the three and nine months ended September 30, 2023,
respectively.
|
Non-GAAP Financial Information
In addition to our results under GAAP, in this release we also
present certain other supplemental financial measures of financial
performance that are not required by, or presented in accordance
with, GAAP, including, Consolidated Adjusted EBITDA, Adjusted Net
Income and Basic and Diluted Adjusted Net Income per Share. We
calculate Consolidated Adjusted EBITDA as net income (loss) before
interest expense, income tax expense (benefit) and depreciation and
amortization, adjusted for the impact of certain other items,
including stock-based compensation expense and acquisition-related
costs, as set forth in greater detail in the table below. We
calculate Adjusted Net Income as net income (loss) before
amortization of intangible assets, stock-based compensation
expense, fair value changes to financial instruments and contingent
earnouts, discontinued specialty lab, and other gain or losses, as
set forth in greater detail in the table below. Basic and Diluted
Adjusted Net Income per Share represents Adjusted Net Income
attributable to stockholders divided by the fully diluted number of
shares of common stock outstanding during the applicable
period.
Consolidated Adjusted EBITDA is one of the primary metrics used
by management to evaluate our financial performance and compare it
to that of our peers, evaluate the effectiveness of our business
strategies, make budgeting and capital allocation decisions and in
connection with our executive incentive compensation. Adjusted Net
Income and Basic and Diluted Adjusted Net Income per Share are
useful metrics to evaluate ongoing business performance after
interest and tax. These measures are also frequently used by
analysts, investors and other interested parties to evaluate
companies in our industry. Further, we believe they are helpful in
highlighting trends in our operating results because they allow for
more consistent comparisons of financial performance between
periods by excluding gains and losses that are non-operational in
nature or outside the control of management, and, in the case of
Consolidated Adjusted EBITDA, by excluding items that may differ
significantly depending on long-term strategic decisions regarding
capital structure, the tax jurisdictions in which we operate and
capital investments.
These non-GAAP measures do, however, have certain limitations
and should not be considered as an alternative to net income
(loss), earnings (loss) per share or any other performance measure
derived in accordance with GAAP. Our presentation of Consolidated
Adjusted EBITDA, Adjusted Net Income and Basic and Diluted Adjusted
Net Income per Share should not be construed as an inference that
our future results will be unaffected by unusual or non-recurring
items for which we may make adjustments. In addition, Consolidated
Adjusted EBITDA, Adjusted Net Income and Basic and Diluted Adjusted
Net Income per Share may not be comparable to similarly titled
measures used by other companies in our industry or across
different industries, and other companies may not present these or
similar measures. Management compensates for these limitations by
using these measures as supplemental financial metrics and in
conjunction with our results prepared in accordance with GAAP. We
encourage investors and others to review our financial information
in its entirety, not to rely on any single measure and to view
Consolidated Adjusted EBITDA, Adjusted Net Income and Basic and
Diluted Adjusted Net Income per Share in conjunction with the
related GAAP measures.
Additionally, we have provided estimates regarding Consolidated
Adjusted EBITDA for 2024. These projections account for estimates
of revenue, operating margins and corporate and other costs.
However, we cannot reconcile our projection of Consolidated
Adjusted EBITDA to net income (loss), the most directly comparable
GAAP measure, without unreasonable efforts because of the
unpredictable or unknown nature of certain significant items
excluded from Consolidated Adjusted EBITDA and the resulting
difficulty in quantifying the amounts thereof that are necessary to
estimate net income (loss). Specifically, we are unable to estimate
for the future impact of certain items, including income tax
(expense) benefit, stock-based compensation expense, fair value
changes and the accounting for the issuance of the Series A-2
Preferred Stock. We expect the variability of these items could
have a significant impact on our reported GAAP financial
results.
In this release we also reference our organic growth. We define
organic growth as the change in revenues excluding revenues from i)
our environmental emergency response business, ii) acquisitions for
the first twelve months following the date of acquisition, and iii)
businesses held for sale, disposed of or discontinued. Management
uses organic growth as one of the means by which it assesses our
results of operations. Organic growth is not, however, a measure of
revenue growth calculated in accordance with U.S. generally
accepted accounting principles, or GAAP, and should be considered
in conjunction with revenue growth calculated in accordance with
GAAP. We have grown organically over the long term and expect to
continue to do so.
In a given reporting period, when we refer to revenue changes
driven by acquisitions, we are referring to the revenue
contribution from any acquisition from its closing date through the
first 12 months of that acquisition, at which point any subsequent
contribution therefrom would be organic.
Montrose
Environmental Group, Inc.
|
Reconciliation of
Net Loss to Adjusted Net Income
|
(In
thousands)
|
(Unaudited)
|
|
|
|
Three Months
Ended
September 30,
|
|
|
Nine Months
Ended
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
|
2024
|
|
|
2023
|
|
Net loss
|
|
$
|
(10,564)
|
|
|
$
|
(7,525)
|
|
|
$
|
(34,091)
|
|
|
$
|
(29,418)
|
|
Amortization of
intangible assets (1)
|
|
|
10,055
|
|
|
|
7,922
|
|
|
|
24,621
|
|
|
|
22,512
|
|
Stock-based
compensation (2)
|
|
|
11,763
|
|
|
|
11,484
|
|
|
|
34,866
|
|
|
|
35,609
|
|
Acquisition costs
(3)
|
|
|
2,764
|
|
|
|
1,499
|
|
|
|
6,371
|
|
|
|
4,970
|
|
Fair value changes in
financial instruments (4)
|
|
|
3,946
|
|
|
|
806
|
|
|
|
4,851
|
|
|
|
1,814
|
|
Expenses related to
financing transactions (5)
|
|
|
41
|
|
|
|
3
|
|
|
|
280
|
|
|
|
7
|
|
Fair value changes in
business acquisition
contingencies (6)
|
|
|
143
|
|
|
|
459
|
|
|
|
385
|
|
|
|
414
|
|
Discontinued Specialty
Lab (7)
|
|
|
96
|
|
|
|
1,302
|
|
|
|
692
|
|
|
|
5,321
|
|
Other (gains) losses
and expenses (8)
|
|
|
1,378
|
|
|
|
(1)
|
|
|
|
1,886
|
|
|
|
215
|
|
Tax effect of
adjustments (9)
|
|
|
(565)
|
|
|
|
(213)
|
|
|
|
(1,286)
|
|
|
|
(514)
|
|
Adjusted Net
Income
|
|
$
|
19,057
|
|
|
$
|
15,736
|
|
|
$
|
38,575
|
|
|
$
|
40,930
|
|
Series A-2 Preferred
Stock dividends
|
|
|
(2,750)
|
|
|
|
(4,100)
|
|
|
|
(8,314)
|
|
|
|
(12,300)
|
|
Adjusted Net Income
attributable to stockholders
|
|
$
|
16,307
|
|
|
$
|
11,636
|
|
|
$
|
30,261
|
|
|
$
|
28,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss per share
attributable to stockholders
|
|
$
|
(0.39)
|
|
|
$
|
(0.39)
|
|
|
$
|
(1.30)
|
|
|
$
|
(1.39)
|
|
Basic Adjusted Net
Income per share (10)
|
|
$
|
0.48
|
|
|
$
|
0.39
|
|
|
$
|
0.93
|
|
|
$
|
0.95
|
|
Diluted Adjusted Net
Income per share (11)
|
|
$
|
0.41
|
|
|
$
|
0.31
|
|
|
$
|
0.80
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common
shares outstanding
|
|
|
34,242
|
|
|
|
30,143
|
|
|
|
32,647
|
|
|
|
30,016
|
|
Fully diluted
shares
|
|
|
40,006
|
|
|
|
36,952
|
|
|
|
37,892
|
|
|
|
36,640
|
|
___________________________________
|
(1)
|
Represents amortization
of intangible assets.
|
(2)
|
Represents non-cash
stock-based compensation expenses related to (i) option awards
issued to employees, (ii) restricted stock grants issued to
directors and selected employees, (iii) and stock appreciation
rights grants issued to selected employees.
|
(3)
|
Includes financial and
tax diligence, consulting, legal, valuation, accounting and travel
costs and acquisition-related incentives related to our acquisition
activity.
|
(4)
|
Amounts relate to the
change in fair value of the interest rate swap instruments and the
embedded derivative attached to the Series A-2 Preferred
Stock.
|
(5)
|
Amounts represent
non-capitalizable expenses associated with refinancing and amending
our debt facilities.
|
(6)
|
Amounts reflect the
difference between the expected settlement value of acquisition
related earn-out payments at the time of the closing of
acquisitions and the expected (or actual) value of earn-outs at the
end of the relevant period.
|
(7)
|
Amounts consist of
operating losses before depreciation related to the Discontinued
Specialty Lab.
|
(8)
|
Amount in 2024 consists
of costs associated with a lease abandonment. Amount in 2023
consists of costs associated with an aviation loss.
|
(9)
|
The Company applied the
estimated effective tax rate on portions of the adjustments related
to our significant foreign entities, and determined the US portion
of the adjustments do not have any tax impact since we are in a
full deferred tax asset valuation allowance as of September 30,
2024.
|
(10)
|
Represents Adjusted Net
Income attributable to stockholders divided by the weighted average
number of shares of common stock outstanding.
|
(11)
|
Represents Adjusted Net
Income attributable to stockholders divided by fully diluted number
of shares of common stock.
|
Montrose
Environmental Group, Inc.
|
Reconciliation of
Net Loss to Consolidated Adjusted EBITDA
|
(In
thousands)
|
(Unaudited)
|
|
|
|
Three Months
Ended
September 30,
|
|
|
Nine Months
Ended
September 30,
|
|
|
|
2024
|
|
|
2023
|
|
|
2024
|
|
|
2023
|
|
Net loss
|
|
$
|
(10,564)
|
|
|
$
|
(7,525)
|
|
|
$
|
(34,091)
|
|
|
$
|
(29,418)
|
|
Interest
expense
|
|
|
4,137
|
|
|
|
2,089
|
|
|
|
11,420
|
|
|
|
5,507
|
|
Income tax expense
(benefit)
|
|
|
1,368
|
|
|
|
1,324
|
|
|
|
4,480
|
|
|
|
2,842
|
|
Depreciation and
amortization
|
|
|
13,240
|
|
|
|
11,863
|
|
|
|
37,408
|
|
|
|
33,816
|
|
EBITDA
|
|
$
|
8,181
|
|
|
$
|
7,751
|
|
|
$
|
19,217
|
|
|
$
|
12,747
|
|
Stock-based
compensation (1)
|
|
|
11,763
|
|
|
|
11,484
|
|
|
|
34,866
|
|
|
|
35,609
|
|
Acquisition costs
(2)
|
|
|
2,764
|
|
|
|
1,499
|
|
|
|
6,371
|
|
|
|
4,970
|
|
Fair value changes in
financial instruments (3)
|
|
|
3,946
|
|
|
|
806
|
|
|
|
4,851
|
|
|
|
1,814
|
|
Expenses related to
financing transactions (4)
|
|
|
41
|
|
|
|
3
|
|
|
|
280
|
|
|
|
7
|
|
Fair value changes in
business acquisition contingencies (5)
|
|
|
143
|
|
|
|
459
|
|
|
|
385
|
|
|
|
414
|
|
Discontinued Specialty
Lab (6)
|
|
|
96
|
|
|
|
1,302
|
|
|
|
692
|
|
|
|
5,321
|
|
Other (gains) losses
and expenses (7)
|
|
|
1,378
|
|
|
|
(1)
|
|
|
|
1,886
|
|
|
|
215
|
|
Consolidated Adjusted
EBITDA
|
|
$
|
28,312
|
|
|
$
|
23,303
|
|
|
$
|
68,548
|
|
|
$
|
61,097
|
|
__________________________________
|
(1)
|
Represents non-cash
stock-based compensation expenses related to (i) option awards
issued to employees, (ii) restricted stock grants issued to
directors and selected employees, (iii) and stock appreciation
rights grants issued to selected employees.
|
(2)
|
Includes financial and
tax diligence, consulting, legal, valuation, accounting and travel
costs and acquisition-related incentives related to our acquisition
activity.
|
(3)
|
Amounts relate to the
change in fair value of the interest rate swap instruments and the
embedded derivative attached to the Series A-2 Preferred
Stock.
|
(4)
|
Amounts represent
non-capitalizable expenses associated with refinancing and amending
our debt facilities.
|
(5)
|
Reflects the difference
between the expected settlement value of acquisition related
earn-out payments at the time of the closing of acquisitions and
the expected (or actual) value of earn-outs at the end of the
relevant period.
|
(6)
|
Amounts consist of
operating losses before depreciation related to the Discontinued
Specialty Lab.
|
(7)
|
Amount in 2024 consists
of costs associated with a lease abandonment. Amount in 2023
consist of costs associated with an aviation loss.
|
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SOURCE Montrose Environmental Group, Inc.