Montrose Environmental Group Reports Another Record Quarter, First Half 2025 Results, and Increases Guidance
Second Quarter 2025 Highlights (comparisons to second quarter 2024)
-
35.3% revenue growth to , a$234.5 million increase$61.2 million -
Net income and net income per diluted share attributable to common stockholders (EPS) improved to
, or$18.4 million EPS, compared to a net loss of$0.42 , or$10.2 million net loss per diluted share attributable to common stockholders (LPS)$0.39 -
Adjusted Net Income1 and Diluted Adjusted Net Income per share1 (Adj EPS) increased to
, or$27.4 million Adj EPS1, compared to$0.63 , or$10.8 million Adj EPS1$0.20 -
69.8% Consolidated Adjusted EBITDA1 growth to , a$39.6 million increase$16.3 million -
340 basis points (bps) increase in Consolidated Adjusted EBITDA1 as a percentage of revenue to
16.9%
First Half 2025 Highlights (comparisons to first half 2024)
-
25.5% revenue growth to , an$412.4 million increase$83.7 million -
Improvement in net loss to
, or$1.0 million LPS, compared to$0.15 , or$23.5 million LPS$0.91 -
Adjusted Net Income1 and Adj EPS1 increased to
, or$32.7 million Adj EPS1, compared to$0.73 , or$19.3 million Adj EPS1$0.37 -
45.7% Consolidated Adjusted EBITDA1 growth to , an$58.6 million increase$18.4 million -
200 bps increase in Consolidated Adjusted EBITDA1 as a percentage of revenue to
14.2% -
improvement in operating cash flow to$48.5 million , and 2.5x leverage as of June 30, 2025$27.4 million
Increased Full-Year 2025 Guidance
-
Increased expected Consolidated Adjusted EBITDA1 to a range of
to$111.0 million , representing$117.0 million 19% growth at the midpoint compared to full-year 2024 -
Increased expected revenue to a range of
to$795.0 million , representing$835.0 million 17% growth at the midpoint compared to full-year 2024
Strategic Capital Allocation Highlights
-
As announced on July 7, 2025, redeemed remaining
of Series A-2 Preferred Stock, simplifying capital structure and eliminating future Series A-2 dividends � six months earlier than expected � due to strong year-to-date results$62.2 million
Montrose Chief Executive Officer and Director, Vijay Manthripragada, commented, “Our business continues to perform exceptionally well and client engagement remains at all-time highs. Momentum is strong across all three segments and all lines of business. We are excited to build on our solid first-quarter results with another record period of outstanding performance. This year, we are exceeding our goals for organic revenue and earnings growth, margin expansion, and cash flow, and we have achieved our balance sheet simplification and leverage objectives six months ahead of schedule.�
Mr. Manthripragada continued, “I would like to express my sincere gratitude to our ~3,500 colleagues worldwide who continue to deliver remarkable outcomes for our clients and our communities."
________________ | ||
(1) |
Consolidated Adjusted EBITDA, Adjusted Net Income (Loss) and Diluted 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. |
Full Year 2025 Outlook
The Company announced an increase in the expected full-year 2025 Consolidated Adjusted EBITDA1 by
Second Quarter 2025 Results
Revenue in the second quarter of 2025 was
In the second quarter of 2025, increased income from operations resulted from strong revenue growth, including organic growth, contributions from acquisitions, and improved margins in all three segments. Net income in the second quarter of 2025 was
In the second quarter of 2025, Adjusted Net Income1 and Adj EPS1 were
Second-quarter 2025 Consolidated Adjusted EBITDA1 was
First Six Months 2025 Results
Revenue in the first six months of 2025 was
In the first six months of 2025, higher income from operations resulted from strong revenue growth, including organic growth, contributions from acquisitions, operating leverage. Net loss in the first half of 2025 was
In the first six months of 2025, Adjusted Net Income1 and Adj EPS1 were
Consolidated Adjusted EBITDA1 for the first six months of 2025 was
Operating Cash Flow, Liquidity and Capital Resources
Net cash provided by operating activities for the six months ended June 30, 2025, was
As of June 30, 2025, Montrose’s leverage ratio under the 2025 Credit Facility was 2.5x. As of June 30, 2025 Montrose had
On July 1, 2025, the Company voluntarily fully redeemed all remaining issued and outstanding shares of Series A-2 held by an affiliate of Oaktree Capital. The Company used cash on hand and borrowings under its 2025 Credit Facility to redeem the outstanding stated value of Series A-2 Preferred Stock of
Webcast and Conference Call
The Company will host a webcast and conference call on Thursday, August 7, 2025, at 8:30 a.m. Eastern Time to discuss second quarter results. A question-and-answer session will follow the prepared remarks. A live webcast of the conference call will be available in the Investors section of the Montrose website at . Alternatively, to participate in the live call, dial (800) 715-9871 (toll-free in
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 ~3,500 employees across 120 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 .
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, 2024 as supplemented by its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.
MONTROSE ENVIRONMENTAL GROUP, INC.
|
||||||||||||||||
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
Revenues |
|
$ |
234,543 |
|
|
$ |
173,325 |
|
|
$ |
412,377 |
|
|
$ |
328,650 |
|
Cost of revenues (exclusive of depreciation and
|
|
|
132,802 |
|
|
|
104,086 |
|
|
|
241,208 |
|
|
|
200,643 |
|
Selling, general and administrative expense |
|
|
73,683 |
|
|
|
59,239 |
|
|
|
139,915 |
|
|
|
116,313 |
|
Fair value changes in business acquisition contingencies |
|
|
354 |
|
|
|
136 |
|
|
|
831 |
|
|
|
242 |
|
Depreciation and amortization |
|
|
12,763 |
|
|
|
12,515 |
|
|
|
26,057 |
|
|
|
24,168 |
|
Income (loss) from operations |
|
|
14,941 |
|
|
|
(2,651 |
) |
|
|
4,366 |
|
|
|
(12,716 |
) |
Other income (expense), net |
|
|
9,171 |
|
|
|
(924 |
) |
|
|
8,323 |
|
|
|
(417 |
) |
Interest expense, net |
|
|
(4,768 |
) |
|
|
(3,976 |
) |
|
|
(9,833 |
) |
|
|
(7,282 |
) |
Total other income (expense), net |
|
|
4,403 |
|
|
|
(4,900 |
) |
|
|
(1,510 |
) |
|
|
(7,699 |
) |
Income (loss) before expense from income taxes |
|
|
19,344 |
|
|
|
(7,551 |
) |
|
|
2,856 |
|
|
|
(20,415 |
) |
Income tax expense |
|
|
988 |
|
|
|
2,619 |
|
|
|
3,859 |
|
|
|
3,112 |
|
Net income (loss) |
|
$ |
18,356 |
|
|
$ |
(10,170 |
) |
|
$ |
(1,003 |
) |
|
$ |
(23,527 |
) |
|
|
|
|
|
|
|
|
|
||||||||
Equity adjustment from foreign currency translation |
|
|
(1,258 |
) |
|
|
35 |
|
|
|
(1,611 |
) |
|
|
� |
|
Comprehensive income (loss) |
|
|
17,098 |
|
|
|
(10,135 |
) |
|
|
(2,614 |
) |
|
|
(23,527 |
) |
|
|
|
|
|
|
|
|
|
||||||||
Convertible and redeemable series A-2 preferred stock dividend |
|
|
(1,400 |
) |
|
|
(2,750 |
) |
|
|
(4,150 |
) |
|
|
(5,564 |
) |
Net income (loss) attributable to common stockholders |
|
|
16,956 |
|
|
|
(12,920 |
) |
|
|
(5,153 |
) |
|
|
(29,091 |
) |
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
||||||||
Basic |
|
|
35,206 |
|
|
|
33,318 |
|
|
|
34,855 |
|
|
|
31,850 |
|
Diluted |
|
|
43,455 |
|
|
|
33,318 |
|
|
|
34,855 |
|
|
|
31,850 |
|
Net income (loss) per share attributable to common stockholders |
|
|
|
|
|
|
|
|
||||||||
Basic |
|
$ |
0.48 |
|
|
$ |
(0.39 |
) |
|
$ |
(0.15 |
) |
|
$ |
(0.91 |
) |
Diluted |
|
$ |
0.42 |
|
|
$ |
(0.39 |
) |
|
$ |
(0.15 |
) |
|
$ |
(0.91 |
) |
MONTROSE ENVIRONMENTAL GROUP, INC.
|
||||||||
|
|
June 30, |
|
December 31, |
||||
|
|
|
2025 |
|
|
|
2024 |
|
Assets |
|
|
|
|
||||
Current assets |
|
|
|
|
||||
Cash, cash equivalents and restricted cash |
|
$ |
10,484 |
|
|
$ |
12,935 |
|
Accounts receivable, net |
|
|
160,004 |
|
|
|
158,883 |
|
Contract assets |
|
|
75,313 |
|
|
|
52,091 |
|
Prepaid and other current assets |
|
|
15,117 |
|
|
|
14,090 |
|
Total current assets |
|
|
260,918 |
|
|
|
237,999 |
|
Non-current assets |
|
|
|
|
||||
Property and equipment, net |
|
|
61,122 |
|
|
|
63,776 |
|
Operating lease right-of-use asset, net |
|
|
37,706 |
|
|
|
39,755 |
|
Finance lease right-of-use asset, net |
|
|
23,825 |
|
|
|
19,643 |
|
Goodwill |
|
|
468,981 |
|
|
|
467,789 |
|
Other intangible assets, net |
|
|
139,844 |
|
|
|
152,756 |
|
Other assets |
|
|
5,688 |
|
|
|
8,635 |
|
Total assets |
|
$ |
998,084 |
|
|
$ |
990,353 |
|
Liabilities, Convertible and Redeemable Series A-2 Preferred Stock and
|
|
|
|
|
||||
Current liabilities |
|
|
|
|
||||
Accounts payable and other accrued liabilities |
|
$ |
66,647 |
|
|
$ |
63,704 |
|
Accrued payroll and benefits |
|
|
37,305 |
|
|
|
34,248 |
|
Business acquisitions contingent consideration, current |
|
|
17,284 |
|
|
|
26,872 |
|
Current portion of operating lease liabilities |
|
|
11,355 |
|
|
|
11,345 |
|
Current portion of finance lease liabilities |
|
|
5,483 |
|
|
|
4,627 |
|
Current portion of long-term debt |
|
|
8,688 |
|
|
|
17,866 |
|
Total current liabilities |
|
|
146,762 |
|
|
|
158,662 |
|
Non-current liabilities |
|
|
|
|
||||
Business acquisitions contingent consideration, long-term |
|
|
7,346 |
|
|
|
6,255 |
|
Other non-current liabilities |
|
|
7,052 |
|
|
|
5,550 |
|
Deferred tax liabilities, net |
|
|
16,414 |
|
|
|
13,312 |
|
Conversion option related to Series A-2 Preferred Stock |
|
|
10,552 |
|
|
|
20,224 |
|
Operating lease liability, net of current portion |
|
|
28,853 |
|
|
|
30,880 |
|
Finance lease liability, net of current portion |
|
|
12,490 |
|
|
|
11,460 |
|
Long-term debt, net of deferred financing fees |
|
|
264,555 |
|
|
|
204,818 |
|
Total liabilities |
|
$ |
494,024 |
|
|
$ |
451,161 |
|
Commitments and contingencies |
|
|
|
|
||||
Convertible and redeemable series A-2 preferred stock |
|
|
|
|
||||
Authorized, issued and outstanding shares: 5,834 and 11,667 at June 30, 2025 and
|
|
|
33,792 |
|
|
|
92,928 |
|
Stockholders� equity: |
|
|
|
|
||||
Common stock, |
|
|
� |
|
|
|
� |
|
Additional paid-in-capital |
|
|
747,685 |
|
|
|
721,067 |
|
Accumulated deficit |
|
|
(273,673 |
) |
|
|
(272,670 |
) |
Accumulated other comprehensive loss |
|
|
(3,744 |
) |
|
|
(2,133 |
) |
Total stockholders� equity |
|
|
470,268 |
|
|
|
446,264 |
|
Total liabilities, convertible and redeemable series A-2 preferred stock and stockholders� equity |
|
$ |
998,084 |
|
|
$ |
990,353 |
|
MONTROSE ENVIRONMENTAL GROUP, INC.
|
||||||||
|
|
For the Six Months Ended June 30, |
||||||
|
|
|
2025 |
|
|
|
2024 |
|
Operating activities: |
|
|
|
|
||||
Net loss |
|
$ |
(1,003 |
) |
|
$ |
(23,527 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
||||
Provision (recovery) for credit loss |
|
|
5,482 |
|
|
|
(659 |
) |
Depreciation and amortization |
|
|
26,057 |
|
|
|
24,168 |
|
Non-cash leases expense |
|
|
6,119 |
|
|
|
5,429 |
|
Stock-based compensation expense |
|
|
24,557 |
|
|
|
23,103 |
|
Fair value changes in financial instruments |
|
|
(8,040 |
) |
|
|
905 |
|
Write off of deferred financing costs |
|
|
913 |
|
|
|
� |
|
Deferred income taxes |
|
|
3,557 |
|
|
|
3,152 |
|
Other operating activities, net |
|
|
1,671 |
|
|
|
723 |
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
||||
Accounts receivable and contract assets |
|
|
(27,379 |
) |
|
|
(38,021 |
) |
Prepaid expenses and other current assets |
|
|
(1,124 |
) |
|
|
(1,152 |
) |
Accounts payable and other accrued liabilities |
|
|
(793 |
) |
|
|
(938 |
) |
Accrued payroll and benefits |
|
|
3,057 |
|
|
|
(7,940 |
) |
Change in operating leases |
|
|
(5,676 |
) |
|
|
(6,306 |
) |
Other assets |
|
|
� |
|
|
|
(64 |
) |
Net cash provided by (used in) operating activities |
|
$ |
27,398 |
|
|
$ |
(21,127 |
) |
Investing activities: |
|
|
|
|
||||
Proceeds from corporate owned and property insurance |
|
|
� |
|
|
|
120 |
|
Purchases of property and equipment |
|
|
(5,117 |
) |
|
|
(17,928 |
) |
Proceeds from the sale of property and equipment |
|
|
39 |
|
|
|
2,069 |
|
Proprietary software development and other software costs |
|
|
(2,804 |
) |
|
|
(1,736 |
) |
Purchase price true ups |
|
|
(50 |
) |
|
|
� |
|
Minority investments |
|
|
� |
|
|
|
(210 |
) |
Cash paid for acquisitions, net of cash acquired |
|
|
� |
|
|
|
(70,252 |
) |
Net cash used in investing activities |
|
$ |
(7,932 |
) |
|
$ |
(87,937 |
) |
Financing activities: |
|
|
|
|
||||
Proceeds from revolving line of credit |
|
|
216,025 |
|
|
|
202,771 |
|
Repayment of the revolving line of credit |
|
|
(174,671 |
) |
|
|
(199,119 |
) |
Repayment of aircraft loan |
|
|
(564 |
) |
|
|
(526 |
) |
Proceeds from term loan |
|
|
200,000 |
|
|
|
50,000 |
|
Repayment of term loan |
|
|
(189,219 |
) |
|
|
(3,906 |
) |
Payment of contingent consideration and other purchase price true ups |
|
|
(4,400 |
) |
|
|
(525 |
) |
Repayment of finance leases |
|
|
(6,070 |
) |
|
|
(3,105 |
) |
Payments of deferred financing costs |
|
|
(2,189 |
) |
|
|
(348 |
) |
Proceeds from issuance of common stock for exercised stock options |
|
|
77 |
|
|
|
1,375 |
|
Proceeds from issuance of common stock in follow-on offering, net of issuance costs |
|
|
� |
|
|
|
121,776 |
|
Proceeds from building sale leaseback |
|
|
2,500 |
|
|
|
� |
|
Dividend payment to the series A-2 stockholders |
|
|
(2,750 |
) |
|
|
(5,564 |
) |
Redemption of series A-2 preferred stock |
|
|
(60,000 |
) |
|
|
(60,000 |
) |
Net cash provided by (used in) financing activities |
|
$ |
(21,261 |
) |
|
$ |
102,829 |
|
Change in cash, cash equivalents and restricted cash |
|
|
(1,795 |
) |
|
|
(6,235 |
) |
Foreign exchange impact on cash balance |
|
|
(656 |
) |
|
|
(100 |
) |
Cash, cash equivalents and restricted cash: |
|
|
|
|
||||
Beginning of year |
|
|
12,935 |
|
|
|
23,240 |
|
End of period |
|
$ |
10,484 |
|
|
$ |
16,905 |
|
SEGMENT REVENUES AND ADJUSTED EBITDA
|
||||||||||||||||||||
|
|
Three Months Ended June 30, |
||||||||||||||||||
|
|
2025 |
|
2024 |
||||||||||||||||
(in thousands, except %) |
|
Segment
|
|
|
Segment
|
|
Segment
|
|
Segment
|
|
|
Segment
|
|
Segment
|
||||||
Assessment, Permitting and Response |
|
$ |
103,943 |
|
|
$ |
27,555 |
|
|
|
|
$ |
53,444 |
|
|
$ |
12,621 |
|
|
|
Measurement and Analysis |
|
|
62,795 |
|
|
|
18,298 |
|
|
29.1 |
|
|
54,812 |
|
|
|
12,359 |
|
|
22.5 |
Remediation and Reuse |
|
|
67,805 |
|
|
|
10,030 |
|
|
14.8 |
|
|
65,069 |
|
|
|
8,929 |
|
|
13.7 |
Total Reportable Segments |
|
$ |
234,543 |
|
|
$ |
55,883 |
|
|
|
|
$ |
173,325 |
|
|
$ |
33,909 |
|
|
|
Corporate and Other |
|
|
|
|
$ |
(16,298 |
) |
|
(6.9)% |
|
|
|
|
$ |
(10,593 |
) |
|
(6.1)% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Six Months Ended June 30, |
||||||||||||||||||
|
|
2025 |
|
2024 |
||||||||||||||||
(in thousands, except %) |
|
Segment
|
|
|
Segment
|
|
Segment
|
|
Segment
|
|
|
Segment
|
|
Segment
|
||||||
Assessment, Permitting and Response |
|
$ |
157,063 |
|
|
$ |
38,127 |
|
|
|
|
$ |
112,024 |
|
|
$ |
28,901 |
|
|
|
Measurement and Analysis |
|
|
121,825 |
|
|
|
32,071 |
|
|
26.3 |
|
|
100,306 |
|
|
|
18,863 |
|
|
18.8 |
Remediation and Reuse |
|
|
133,489 |
|
|
|
15,957 |
|
|
12.0 |
|
|
116,320 |
|
|
|
13,940 |
|
|
12.0 |
Total Reportable Segments |
|
$ |
412,377 |
|
|
$ |
86,155 |
|
|
|
|
$ |
328,650 |
|
|
$ |
61,704 |
|
|
|
Corporate and Other |
|
|
|
|
$ |
(27,540 |
) |
|
(6.7)% |
|
|
|
|
$ |
(21,466 |
) |
|
(6.5)% |
_____________________________________ |
||
(1) | To evaluate 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) | Represents Segment Adjusted EBITDA as a percentage of Segment Revenues. |
|
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 Adj EPS. 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 Adj EPS 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 Adj EPS 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 Adj EPS 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 Adj EPS 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 Adj EPS in conjunction with the related GAAP measures.
Additionally, we have provided estimates regarding Consolidated Adjusted EBITDA for 2025. 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 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
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.
|
||||||||||||||||
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
Net income (loss) |
|
$ |
18,356 |
|
|
$ |
(10,170 |
) |
|
$ |
(1,003 |
) |
|
$ |
(23,527 |
) |
Amortization of intangible assets (1) |
|
|
7,326 |
|
|
|
7,137 |
|
|
|
15,716 |
|
|
|
14,566 |
|
Stock-based compensation (2) |
|
|
10,834 |
|
|
|
11,831 |
|
|
|
24,557 |
|
|
|
23,103 |
|
Acquisition costs (3) |
|
|
325 |
|
|
|
1,082 |
|
|
|
1,036 |
|
|
|
3,607 |
|
Fair value changes in financial instruments (4) |
|
|
(9,256 |
) |
|
|
1,202 |
|
|
|
(8,040 |
) |
|
|
905 |
|
Expenses related to financing transactions (5) |
|
|
297 |
|
|
|
95 |
|
|
|
274 |
|
|
|
239 |
|
Fair value changes in business acquisition
|
|
|
354 |
|
|
|
136 |
|
|
|
831 |
|
|
|
242 |
|
Discontinued Specialty Lab (7) |
|
|
� |
|
|
|
� |
|
|
|
� |
|
|
|
596 |
|
Other losses and expenses (8) |
|
|
156 |
|
|
|
30 |
|
|
|
1,211 |
|
|
|
511 |
|
Tax effect of adjustments (9) |
|
|
(1,018 |
) |
|
|
(543 |
) |
|
|
(1,873 |
) |
|
|
(922 |
) |
Adjusted Net Income |
|
$ |
27,374 |
|
|
$ |
10,800 |
|
|
$ |
32,709 |
|
|
$ |
19,320 |
|
Preferred dividends Series A-2 |
|
|
(1,400 |
) |
|
|
(2,750 |
) |
|
|
(4,150 |
) |
|
|
(5,564 |
) |
Adjusted Net Income attributable to
|
|
$ |
25,974 |
|
|
$ |
8,050 |
|
|
$ |
28,559 |
|
|
$ |
13,756 |
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) per share attributable to
|
|
$ |
0.48 |
|
|
$ |
(0.39 |
) |
|
$ |
(0.15 |
) |
|
$ |
(0.91 |
) |
Basic Adjusted Net Income per share (10) |
|
$ |
0.74 |
|
|
$ |
0.24 |
|
|
$ |
0.82 |
|
|
$ |
0.43 |
|
Diluted Adjusted Net Income per share (11) |
|
$ |
0.63 |
|
|
$ |
0.20 |
|
|
$ |
0.73 |
|
|
$ |
0.37 |
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding |
|
|
35,206 |
|
|
|
33,318 |
|
|
|
34,855 |
|
|
|
31,850 |
|
Fully diluted shares (12) |
|
|
43,455 |
|
|
|
39,576 |
|
|
|
44,664 |
|
|
|
37,631 |
|
___________________________________ |
||
(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. As of December 31, 2024, the performance-based stock appreciation rights granted to the Company's management in 2021 were cancelled and therefore, not included in the stock-based compensation expenses thereafter. |
|
(3) |
Includes financial and tax diligence, consulting, legal, valuation, accounting and travel costs and acquisition-related incentives related to our acquisition activity, including direct costs of integration. |
|
(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) |
Amounts for the three and six months ended June 30, 2025 consist primarily of non-recurring costs incurred to restructure the Company's renewable energy business, third party expenses associated with the independent review and analysis of assertions in a short seller report regarding the Company, and costs to centralize certain back-office functions. Amounts for the three and six months ended June 30, 2024 consist of costs associated with a lease abandonment. |
|
(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 June 30, 2025. |
|
(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. |
|
(12) |
The fully diluted share count increased year-over-year primarily due to a higher number of share equivalents related to the Series A-2 Preferred Stock due to lower common stock share price of |
|
Montrose Environmental Group, Inc.
|
||||||||||||||||
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
Net income (loss) |
|
$ |
18,356 |
|
|
$ |
(10,170 |
) |
|
$ |
(1,003 |
) |
|
$ |
(23,527 |
) |
Interest expense |
|
|
4,768 |
|
|
|
3,976 |
|
|
|
9,833 |
|
|
|
7,282 |
|
Income tax expense |
|
|
988 |
|
|
|
2,619 |
|
|
|
3,859 |
|
|
|
3,112 |
|
Depreciation and amortization |
|
|
12,763 |
|
|
|
12,515 |
|
|
|
26,057 |
|
|
|
24,168 |
|
EBITDA |
|
$ |
36,875 |
|
|
$ |
8,940 |
|
|
$ |
38,746 |
|
|
$ |
11,035 |
|
Stock-based compensation (1) |
|
|
10,834 |
|
|
|
11,831 |
|
|
|
24,557 |
|
|
|
23,103 |
|
Acquisition costs (2) |
|
|
325 |
|
|
|
1,082 |
|
|
|
1,036 |
|
|
|
3,607 |
|
Fair value changes in financial instruments (3) |
|
|
(9,256 |
) |
|
|
1,202 |
|
|
|
(8,040 |
) |
|
|
905 |
|
Expenses related to financing transactions (4) |
|
|
297 |
|
|
|
95 |
|
|
|
274 |
|
|
|
239 |
|
Fair value changes in business acquisition contingencies (5) |
|
|
354 |
|
|
|
136 |
|
|
|
831 |
|
|
|
242 |
|
Discontinued Specialty Lab (6) |
|
|
� |
|
|
|
� |
|
|
|
� |
|
|
|
596 |
|
Other losses and expenses (7) |
|
|
156 |
|
|
|
30 |
|
|
|
1,211 |
|
|
|
511 |
|
Consolidated Adjusted EBITDA |
|
$ |
39,585 |
|
|
$ |
23,316 |
|
|
$ |
58,615 |
|
|
$ |
40,238 |
|
___________________________________ |
||
(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. As of December 31, 2024, the performance-based stock appreciation rights granted to the Company's management in 2021 were cancelled and therefore, not included in the stock-based compensation expenses thereafter. |
|
(2) | Includes financial and tax diligence, consulting, legal, valuation, accounting and travel costs and acquisition-related incentives related to our acquisition activity, including direct costs of integration. |
|
(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) | Amounts for the three and six months ended June 30, 2025 consist primarily of non-recurring costs incurred to restructure the Company's renewable energy business, third-party expenses associated with the independent review and analysis of assertions in a short seller report regarding the Company, and costs to centralize certain back-office functions. Amounts for the three and six months ended June 30, 2024 consists of costs associated with a lease abandonment. |
View source version on businesswire.com:
Investor Relations:
Adrianne D. Griffin
Senior Vice President, Investor Relations and Treasury
(949) 988-3383
[email protected]
Media Relations:
Tammy Hovey
Director, Corporate Communications
(917) 520-2751
[email protected]
Source: Montrose Environmental Group, Inc.