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Published: 2021-08-10 16:21:36 ET
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EX-99.1 2 d216139dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

MONTROSE ENVIRONMENTAL GROUP ANNOUNCES SECOND

QUARTER 2021 RESULTS

- Delivered Strong Second Quarter Results Across All Segments -

- Delivered Strong Organic Growth Across All Segments -

- Completed Strategically and Financially Accretive Acquisitions -

- Published Inaugural ESG Report and Entered into ESG-Linked Credit Facility -

- Increased Guidance for Full Year 2021 -

Little Rock, Arkansas (August 10, 2021) – Montrose Environmental Group, Inc. (the “Company,” “Montrose” or “MEG”) (NYSE: MEG) today announced results for the second quarter ended June 30, 2021.

Second Quarter 2021 Highlights

 

   

Total revenue of $136.2 million increased 84.7% compared to the prior year quarter.

 

   

Net loss of $14.5 million compared to a net income of $13.2 million in the prior year quarter due to non-cash fair value adjustment expenses and non-cash deferred debt issuance write-off following the Company’s debt refinancing in April, 2021.

 

   

Adjusted EBITDA1 of $21.0 million increased 50.9% compared to the prior year quarter. Adjusted EBITDA margin1 of 15.4%.

First Six Months 2021 Highlights

 

   

Total revenue of $270.0 million increased 100.3% compared to the prior year period.

 

   

Organic revenue growth of 9% excluding CTEH, and 47% including CTEH.2

 

   

Net loss of $26.1 million compared to a net loss of $28.0 million in the prior year period, primarily due to non-cash fair value adjustment expense and non-cash deferred debt issuance write-off following the Company’s debt refinancing.

 

   

Adjusted EBITDA1 of $37.8 million grew 94.2% compared to the prior year period. Adjusted EBITDA margin1 of 14.0%.

 

   

Acquired MSE Group and Vista Analytical to expand geographic reach, increase exposure to US Federal government spend on environmental initiatives, and expand PFAS testing capacity.

 

  (1)

Adjusted EBITDA and Adjusted EBITDA margin 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 of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure.

 

  (2)

Organic growth is a non-GAAP measure. See the appendix to this release for a discussion of how we calculate organic growth.


“We are proud to report another quarter of exceptional results as we continue to execute our strategy,” stated Vijay Manthripragada, Montrose’s Chief Executive Officer. “We were encouraged to realize first half organic growth of 9% excluding our response business, CTEH, and 47% including our response business. Montrose is best assessed on an annual basis and elevated first half demand across all of our segments puts us firmly on track for another year of record revenue and earnings. We are increasing our Adjusted EBITDA1 outlook for 2021 to reflect strengthening organic growth momentum and our recently completed acquisitions.”

Mr. Manthripragada continued, “These results belong to our team and I remain incredibly grateful to the continued efforts of our colleagues around the world in what remain challenging and uncertain times for many. As a company, we remain vigilant but optimistic about the long-term opportunity for Montrose. A variety of factors are increasing demand for our services, including: 1) growing needs to plan for and respond to disruption caused by climate change, aging infrastructure and the pandemic, 2) accelerated momentum to measure and mitigate greenhouse gas emissions, 3) increasing requirements for PFAS testing and remediation around the world, and 4) evolving regulations, including the EPA’s addition of new pollutants to environmental watch lists. We see these factors driving revenue growth and therefore, we plan to continue investing in our teams, R&D, and acquisitions to capitalize on opportunities. I’m also happy to announce that we issued our inaugural ESG report a few weeks ago which followed our entry into an ESG-linked credit facility in April. We remain committed to environmental, social, and governance responsibilities and these collective efforts mark another important milestone in our journey.”

Second Quarter 2021 Results

Total revenue in the second quarter of 2021 increased 84.7% to $136.2 million, compared to $73.8 million in the prior year quarter. The increase in revenues was driven by organic growth across all three of our segments. Organic growth in our Assessment Permitting and Response segment was driven primarily by CTEH (acquired in early April 2020), which continues to benefit from pandemic response services and organic growth in our environmental advisory services. Organic growth in our Measurement and Analysis segment was driven primarily by increased demand across all our environmental testing services. Organic growth in our Remediation and Reuse segment was driven primarily by growing demand for PFAS remediation and waste-to-energy services. Second quarter revenue growth also benefitted from the acquisition of MSE in January 2021 and Vista Analytical in June 2021

Net loss was $14.5 million, compared to a net income of $13.2 million in the prior year quarter. The year-over-year change was primarily attributable to current year non-cash fair value adjustment expenses and non-cash deferred debt issuance write-offs following the Company’s debt refinancing in April, 2021, compared to non-cash fair value adjustment income in the prior year, partially offset by higher current year income from operations before fair value adjustments.

Adjusted EBITDA1 increased to $21.0 million, compared to $13.9 million in the prior year quarter. The increase in Adjusted EBITDA1 was driven by higher revenues. Adjusted EBITDA margin1 declined 340 basis points to 15.4%, compared to 18.8% in the prior year quarter, mainly due to: (i) business mix, particularly the lower margin pandemic response services provided by CTEH, (ii) public company costs in the current year that did not exist in the prior year, and (ii) the planned and expected normalization of margins in certain business lines following temporary cost mitigation actions taken at the start of the COVID-19 pandemic, which have been reversed.

First Six Months 2021 Results

Total revenue in the first six months of 2021 increased 100.3% to $270.0 million, compared to $134.8 million in the prior year period. Excluding discontinued services, which generated no revenue and $3.8 million in the 2021 and 2020 periods, respectively, total revenue increased 106.1%. The increase in revenue was driven by organic growth across all three of our segments, as well as the acquisitions of CTEH and MSE.


Net loss was $26.1 million, compared to a net loss of $28.0 million in the prior year period. The year-over-year difference in net loss primarily reflected significantly higher current year non-cash fair value adjustment expenses and non-cash deferred debt issuance write-offs following the Company’s debt refinancing, partially offset by higher income from operations in the current year before fair value adjustments.

Adjusted EBITDA1 increased 94.2% to $37.8 million, compared to $19.4 million in the prior year period. The increase in Adjusted EBITDA1 was due to higher revenues. Adjusted EBITDA margin1 declined 40 basis points to 14.0%, compared to 14.4% in the prior year mainly due to business mix, public company costs in the current year, and the planned and expected normalization of margins in certain business lines following the reversal of COVID-19 related initiatives.

Operating Cash Flow Liquidity and Capital Resources

Cash used in operating activities for the six months ended June 30, 2021 was $17.0 million, compared to cash used in operating activities of $1.6 million in the prior year period. Cash used in operations includes payment of contingent consideration of $15.5 million and $6.2 million in current and prior year periods, respectively. Excluding acquisition-related contingent earnout payments, which are not part of operations, cash flow used in operating activities was $1.5 million, a decrease of $6.1 million. The period-over-period decrease was primarily due to a $30.9 million increase in working capital versus the prior year change in working capital. The increase in working capital in the current year is as a result of the increase in revenues in the current quarter versus the fourth quarter of 2020. The increase in working capital was partially offset by higher year-to-date earnings before non-cash items versus the prior year of $23.3 million. We remain confident in our ability to generate strong cash flows on a full year basis in 2021.

At June 30, 2021, Montrose had total debt, before debt issuance costs, of $240.0 million and $40.2 million of cash. Total debt less cash primarily increased versus the prior quarter due to cash paid for acquisitions and the cash payment of the first year CTEH earnout of $25 million. As of June 30, 2021, the Company’s leverage ratio under its credit facility, which is consistent with the calculation methodology under the prior credit facility, and which includes the impact of acquisition-related contingent earnout payments that may become payable in cash, was 3.1 times. With expected strong operating cash flows for the remainder of 2021, we remain confident in being able to continue executing on our organic and acquisition-related growth strategy while maintaining our leverage between 2.5x-3.5x.

In April 2021 the Company entered into a new sustainability-linked credit facility in the form of a term loan, in an aggregate principal amount of $175.0 million, and a $125.0 million revolving credit facility. The Company used net proceeds from the new debt to repay all of its outstanding borrowings under its former term loan and former revolver. The new credit facility’s opening spread of LIBOR plus 2.0% not only reduces the previous term loan interest rate of 5.5%, but also provides up to a 5-basis point pricing adjustment based on Montrose’s performance against certain sustainability and ESG related objectives pursuant to the agreement. These objectives are in four key areas, the first of which pertains to diversity and inclusion objectives at the Company. The three other benchmarks are directly related to the Company’s environmental focus serving customers, including liters of water treated for PFAS, volume of methane leaks detected, and the amount of low-carbon intensity energy (MMBtu biogas) generated from waste. Sustainability and ESG performance will be measured and communicated in the Company’s next ESG Report.


Recent Acquisitions

In June 2021, Montrose acquired Vista Analytical Laboratory (“Vista”), a premier environmental laboratory for the testing and analysis of polyfluoroalkyl substances (PFAS), dioxins and other persistent organic pollutants. The addition of the Vista team is an important step in advancing Montrose’s integrated PFAS capabilities. Vista is part of the Company’s Measurement and Analysis segment.

In July 2021, Montrose acquired Environmental Intelligence, LLC (“EI”), an environmental consulting company recognized for its innovative work in wildfire mitigation, biological assessments, and other environmental services. The introduction of the EI team enhances Montrose’s ecological planning and service capability in California and the US West Coast. EI is part of the Company’s Assessment, Permitting and Response Segment.

In August 2021, Montrose acquired SensibleIoT, LLC, a technology and software platform that advances the Company’s ability to integrate its environmental services and enhance environmental data analytics for clients.

Full Year 2021 Outlook

Because demand for environmental services does not follow fiscal quarter patterns, the Company’s business is best assessed on yearly results. Given heightened demand for Montrose’s service offerings in the first half of 2021, continued organic growth across its segments, and the contribution of acquisitions, the Company now expects full year 2021 Adjusted EBITDA1 to be in the range of $70.0 million to $75.0 million, which is increased from its prior full year 2021 guidance of $63.0 million to $70.0 million in Adjusted EBITDA1.

The Company’s outlook is based on a combination of high single digit organic growth plus the contribution of completed acquisitions. The outlook does not include any benefit from future acquisitions that have not yet been completed.

We have successfully grown revenue in excess of 20.0% every year and expect to exceed that threshold in 2021. In addition, we expect to continue adding strategically and financially accretive acquisitions.

Webcast and Conference Call

The Company’s senior management will host a webcast and conference call on Wednesday, August 11, 2021 at 8:30 a.m. Eastern time to discuss second quarter financial results. Their 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 1-877-407-9208 (Domestic) and 1-201-493-6784 (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 more than 2,000 employees across over 70 locations around the world, Montrose combines deep local knowledge with an integrated approach to design, engineering, and operations, enabling the Company to respond effectively and efficiently to the unique requirements of each project. From comprehensive air measurement and laboratory services to regulatory compliance, 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. Further, many of these factors are, and may continue to be, amplified by the COVID-19 pandemic. 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, 2020, 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:

Rodny Nacier

(949) 988-3383

ir@montrose-env.com

Media Relations:

Doug Donsky

(646) 361-1427

Montrose@icrinc.com


MONTROSE ENVIRONMENTAL GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share data)

 

     Three Months Ended     Six Months Ended  
     June 30,     June 30,  
     2021     2020     2021     2020  

REVENUES

   $ 136,224     $ 73,766     $ 270,041     $ 134,797  

COST OF REVENUES (exclusive of depreciation and amortization shown below)

     92,104       45,889       187,420       90,287  

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

     27,366       19,318       52,366       39,837  

INITIAL PUBLIC OFFERING EXPENSE

     —         —         —         531  

FAIR VALUE CHANGES IN BUSINESS ACQUISITIONS

CONTINGENT CONSIDERATION

     12,971       3,983       24,035       3,983  

DEPRECIATION AND AMORTIZATION

     10,905       9,784       21,674       17,344  
  

 

 

   

 

 

   

 

 

   

 

 

 

(LOSS) FROM OPERATIONS

     (7,122     (5,208     (15,454     (17,185

OTHER (EXPENSE) INCOME

        

Other (expense) income

     (819     21,933       (1,393     (7,897

Interest expense—net

     (6,798     (5,260     (9,486     (7,853
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other (expenses) income—net

     (7,617     16,673       (10,879     (15,750
  

 

 

   

 

 

   

 

 

   

 

 

 

LOSS BEFORE (BENEFIT) EXPENSE FROM INCOME TAXES

     (14,739     11,465       (26,333     (32,935

INCOME TAXES BENEFIT

     (256     (1,759     (256     (4,911
  

 

 

   

 

 

   

 

 

   

 

 

 

NET (LOSS) INCOME

   $ (14,483   $ 13,224     $ (26,077   $ (28,024
  

 

 

   

 

 

   

 

 

   

 

 

 

EQUITY ADJUSTMENT FROM FOREIGN CURRENCY TRANSLATION

     28       (90     57       (53
  

 

 

   

 

 

   

 

 

   

 

 

 

COMPREHENSIVE (LOSS) INCOME

     (14,455     13,134       (26,020     (28,077

ACCRETION OF REDEEMABLE SERIES A-1 PREFERRED STOCK

     —         (5,644     —         (11,059

CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK DIVIDEND

     (4,100     —         (8,200     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

     (18,583     7,580       (34,277     (39,083

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING— BASIC

     26,056       10,649       25,586       9,718  
  

 

 

   

 

 

   

 

 

   

 

 

 

NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON

        

STOCKHOLDERS— BASIC

   $ (0.71   $ 0.71     $ (1.34   $ (4.02
  

 

 

   

 

 

   

 

 

   

 

 

 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING— DILUTED

     26,056       19,139       25,586       9,718  
  

 

 

   

 

 

   

 

 

   

 

 

 

NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON

        

STOCKHOLDERS— DILUTED

   $ (0.71   $ 0.40     $ (1.34   $ (4.02
  

 

 

   

 

 

   

 

 

   

 

 

 


MONTROSE ENVIRONMENTAL GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands, except share data)

 

     June 30,     December 31,  
     2021     2020  

ASSETS

    

CURRENT ASSETS:

    

Cash and restricted cash

   $ 40,189     $ 34,881  

Accounts receivable—net

     72,351       54,102  

Contract assets

     55,033       38,576  

Prepaid and other current assets

     7,706       6,709  
  

 

 

   

 

 

 

Total current assets

     175,279       134,268  
  

 

 

   

 

 

 

NON-CURRENT ASSETS:

    

Property and equipment—net

     29,552       34,399  

Operating lease right-of-use asset—net

     25,823       —    

Finance lease right-of-use asset—net

     7,439       —    

Goodwill

     287,293       274,667  

Other intangible assets—net

     152,740       154,854  

Other assets

     3,390       4,538  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 681,516     $ 602,726  
  

 

 

   

 

 

 

LIABILITIES, CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK AND

STOCKHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Accounts payable and other accrued liabilities

   $ 40,995     $ 34,877  

Accrued payroll and benefits

     19,279       21,181  

Business acquisitions contingent consideration, current

     30,152       49,902  

Current portion of operating lease liabilities

     7,268       —    

Current portion of finance lease liabilities

     2,966       —    

Current portion of long-term debt

     6,563       5,583  
  

 

 

   

 

 

 

Total current liabilities

     107,223       111,543  

NON-CURRENT LIABILITIES:

    

Business acquisitions contingent consideration, long-term

     1,000       4,565  

Other non-current liabilities

     2,505       2,523  

Deferred tax liabilities—net

     2,431       2,815  

Conversion option

     22,006       20,886  

Operating lease liability—net of current portion

     18,643       —    

Finance lease liability—net of current portion

     4,785       —    

Long-term debt—net of deferred financing fees

     230,934       170,321  
  

 

 

   

 

 

 

Total liabilities

     389,527       312,653  
  

 

 

   

 

 

 

COMMITMENTS AND CONTINGENCIES

    

CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK $0.0001 PAR VALUE—

    

Authorized, issued and outstanding shares: 17,500 at June 30, 2021 and December 31, 2020; aggregate liquidation preference of $182.2 million at June 30, 2021 and December 31, 2020

     152,928       152,928  

STOCKHOLDERS’ EQUITY:

    

Common stock, $0.000004 par value; authorized shares: 190,000,000 at June 30, 2021 and December 31, 2020; issued and outstanding shares: 26,108,188 and 24,932,527 at June 30, 2021 and December 31, 2020, respectively

     —         —    

Additional paid-in-capital

     287,365       259,427  

Accumulated deficit

     (148,432     (122,353

Accumulated other comprehensive income

     128       71  
  

 

 

   

 

 

 

Total stockholders’ equity

     139,061       137,145  
  

 

 

   

 

 

 

TOTAL LIABILITIES, CONVERTIBLE AND REDEEMABLE SERIES A-2 PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

   $ 681,516     $ 602,726  
  

 

 

   

 

 

 


MONTROSE ENVIRONMENTAL GROUP, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

     Six Months Ended June 30,  
     2021     2020  

OPERATING ACTIVITIES:

    

Net loss

   $ (26,079   $ (28,024

Adjustments to reconcile net loss to net cash used in operating activities:

    

Provision for bad debt

     590       6,263  

Depreciation and amortization

     21,674       17,344  

Amortization of right-of-use asset

     4,025       —    

Stock-based compensation expense

     4,222       2,290  

Fair value changes in embedded derivatives

     1,120       7,781  

Fair value changes in business acquisitions contingent consideration

     24,035       3,983  

Deferred income taxes

     (254     (4,911

Other

     (87     983  

Debt extinguishment costs

     4,052       —    

Changes in operating assets and liabilities—net of acquisitions:

    

Accounts receivable and contract assets

     (31,009     7,427  

Prepaid expenses and other current assets

     1,316       (789

Accounts payable and other accrued liabilities

     1,788       (8,296

Accrued payroll and benefits

     (2,846     1,886  

Payment of contingent consideration and other assumed purchase price obligations

     (15,549     (6,175

Other assets

     (107     (1,346

Change in operating leases

     (3,937     —    
  

 

 

   

 

 

 

Net cash used in operating activities

     (17,046     (1,584
  

 

 

   

 

 

 

INVESTING ACTIVITIES:

    

Purchases of property and equipment

     (2,354     (3,160

Proprietary software development and other software costs

     (208     (155

Purchase price true ups

     (8,377     —    

Proceeds from net working capital adjustment related to acquisitions

     —         2,819  

Cash paid for acquisitions—net of cash acquired

     (14,876     (173,473
  

 

 

   

 

 

 

Net cash used in investing activities

     (25,815     (173,969
  

 

 

   

 

 

 

FINANCING ACTIVITIES:

    

Proceeds from line of credit

     105,000       104,390  

Payments on line of credit

     (40,000     (176,980

Proceeds from term loans

     175,000       175,000  

Repayment of term loan

     (173,905     (48,750

Payment of contingent consideration and other purchase price obligations

     (9,605     (6,005

Repayment of finance leases

     (1,143     (1,249

Payments of deferred offering costs

     —         (1,462

Prepayment premium on credit facility

     —         (351

Debt issuance costs

     (2,590     (4,866

Proceeds from issuance of common stock for exercised stock options

     3,086       21  

Issuance of convertible and redeemable Series A-2 preferred stock and warrant

     —         173,664  

Dividend payment to the Series A-2 shareholders

     (8,200     —    
  

 

 

   

 

 

 

Net cash provided by financing activities

     47,643       213,412  
  

 

 

   

 

 

 

CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

     4,782       37,859  

Foreign exchange impact on cash balance

     526       71  

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

    

Beginning of year

     34,881       6,884  
  

 

 

   

 

 

 

End of period

   $ 40,189     $ 44,814  
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

    

Cash paid for interest

   $ 3,397     $ 6,539  

Cash paid for income tax

   $ 305     $ 72  

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

    

Accrued purchases of property and equipment

   $ 907     $ 814  

Property and equipment purchased under finance leases

   $ 1,766     $ 1,704  

Accretion of the redeemable series A-1 preferred stock to redeemable value

   $ —       $ 11,059  

Common stock issued to acquire new businesses

   $ 2,746     $ 25,000  

Acquisitions unpaid contingent consideration

   $ 31,152     $ 44,994  

Offering costs included in accounts payable and other accrued liabilities

   $ —       $ 941  

Acquisitions contingent consideration paid in shares

   $ 25,000     $ —    


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 Adjusted EBITDA and Adjusted EBITDA margin. We calculate 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. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenues for a given period.

Adjusted EBITDA and Adjusted EBITDA margin are two 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. 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, as well as 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) or any other performance measure derived in accordance with GAAP. Our presentation of Adjusted EBITDA and Adjusted EBITDA margin 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, Adjusted EBITDA and Adjusted EBITDA margin 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 Adjusted EBITDA and Adjusted EBITDA margin in conjunction with the related GAAP measures.

Additionally, we have provided estimates regarding Adjusted EBITDA for 2021. These projections account for estimates of revenue, operating margins and corporate and other costs. However, we cannot reconcile our projection of 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 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 provide information regarding organic growth, which is one of the measures management uses to asses our results of operations. We define organic growth as the change in revenues excluding revenues from acquisitions for the first twelve months following the date of acquisition and excluding revenues from businesses disposed of or discontinued. As a result of the significance of the CTEH acquisition to Montrose, and the potential annual volatility in CTEH’s revenues, at times we also disclose organic growth without the annual organic revenue growth of CTEH. We expect to continue to disclose organic revenue growth with and without CTEH, typically on an annual basis. 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 GAAP and should be considered in conjunction with revenue growth calculated in accordance with GAAP.


Montrose Environmental Group, Inc.

Reconciliation of Net Loss to Adjusted EBITDA

(in thousands)

 

     For the Three Months
Ended June 30,
     For the Six Months
Ended June 30,
 
     2021        2020        2021        2020  

Net (loss) income

   $ (14,483    $ 13,224      $ (26,077    $ (28,024

Interest expense

     6,798        5,260        9,486        7,853  

Income tax expense

     (256      (1,759      (256      (4,911

Depreciation and amortization

     10,905        9,784        21,674        17,344  

EBITDA

   $ 2,964      $ 26,509      $ 4,827      $ (7,738

Stock-based compensation (1)

     2,417        1,140        4,222        2,290  

Start-up losses and investment in new services (2)

     1,123        296        2,090        675  

Acquisition costs (3)

     506        2,454        743        3,761  

Fair value changes in financial instruments (4)

     518        (21,842      1,120        7,783  

Expenses related to financing transactions (5)

     —          277        50        2  

Fair value changes in business acquisitions contingent consideration (6)

     12,971        3,983        24,035        3,983  

Short term purchase accounting fair value adjustment to deferred revenue (7)

     —          —          —          243  

IPO expense (8)

     —          —          —          531  

Discontinued service lines and closing of Berkley lab (9)

     —          1,078        —          7,496  

Other losses and expenses(10)

        —          675        147  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 20,963      $ 13,895      $ 37,762      $ 19,448  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Represents non-cash stock-based compensation expenses related to option awards issued to employees and restricted stock grants issued to directors.

(2)

Represent start-up losses related to losses incurred on (i) the expansion of lab testing methods and lab capacity, including into new geographies, (ii) expansion of our Remediation and Consulting services and (iii) expansion into Europe in advance of projects driven by new regulations.

(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 embedded derivatives and warrant option attached to the Series A-1 preferred stock and the Series A-2 preferred stock.

(5)

Amounts represent non-capitalizable expenses associated with refinancing and amending our debt facilities.

(6)

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.

(7)

Purchase accounting fair value adjustment to deferred revenue represents the impact of the fair value adjustment to the carrying value of deferred revenue as of the date of acquisition of ECT2.

(8)

Represents expenses incurred by us to prepare for our initial public offering, as well as costs from IPO-related bonuses.

(9)

Represents losses from the Discontinued Service Lines and the Berkeley lab.

(10)

Represents non-operational charges incurred as a result of non-capitalizable costs related to the implementation of a new ERP and net of insurance gain.