Form 8-K
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2010

ABM Industries Incorporated
(Exact name of registrant as specified in its charter)

         
Delaware   1-8929   94-1369354
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
551 Fifth Avenue, Suite 300, New York, New York
  10176
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 297-0200

 
N/A
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 2.02. Results of Operations and Financial Condition.

On March 1, 2010, ABM Industries Incorporated (the “Company”) issued a press release announcing financial results related to the first quarter of fiscal year 2010. A copy of the press release is attached as Exhibit 99.1, which is incorporated into this item by reference.

Item 8.01. Other Events.

On March 1, 2010, the Company announced that the Board of Directors of the Company declared a quarterly dividend of $0.135 per share, payable on May 3, 2010 to stockholders of record on April 8, 2010. A copy of the press release announcing the declaration of the dividend is attached as Exhibit 99.1, which is incorporated into this item by reference.

As disclosed in the press release attached as Exhibit 99.1, the Company will hold a live web cast on March 2, 2010 relating to the Company’s financial results for the first quarter of fiscal year 2010. A copy of the slides to be presented at the Company’s web cast and discussed in the conference call relating to such financial results is being furnished as Exhibit 99.2 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits.

99.1   Press Release issued by ABM Industries Incorporated, dated March 1, 2010, announcing financial results related to the first quarter of fiscal year 2010 and the declaration of a dividend payable May 3, 2010 to stockholders of record on April 8, 2010.

99.2   Slides of ABM Industries Incorporated, dated March 2, 2010.

 

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ABM INDUSTRIES INCORPORATED

Dated: March 1, 2010

By:      /s/ Sarah H. McConnell                                       
Sarah H. McConnell
Senior Vice President and General Counsel

 

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EXHIBIT INDEX

99.1   Press Release issued by ABM Industries Incorporated, dated March 1, 2010, announcing financial results related the first quarter of fiscal year 2010 and the declaration of a dividend.

99.2   Slides of ABM Industries Incorporated, dated March 2, 2010.

 

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Exhibit 99.1
Exhibit 99.1
     
(ABM INDUSTRIES INCORPORATED LOGO)   551 Fifth Avenue
Suite 300
New York, NY 10176
PRESS RELEASE
             
Contact:
           
Investors & Analysts:
  David Farwell   Media:   Tony Mitchell
 
  (212) 297-9792       (212) 297-9828
 
  dfarwell@abm.com       tony.mitchell@abm.com
ABM INDUSTRIES ANNOUNCES FIRST QUARTER 2010 FINANCIAL RESULTS,
DECLARES QUARTERLY DIVIDEND AND REAFFIRMS GUIDANCE
Income from Continuing Operations $12.8 Million for Quarter; Adjusted Income from Continuing
Operations $14 Million, up 8%
                         
    Quarter Ended        
(in millions,   January 31,     Increase  
except per share data)   2010     2009     (Decrease)  
 
                       
Revenues
  $ 869.9     $ 887.5       (2.0 )%
Net cash (used in) provided by operating activities
  $ (8.9 )   $ 26.1       (134.2 )%
 
                 
 
                       
Net Income
  $ 12.8     $ 14.2       (10.1 )%
Net income per diluted share
  $ 0.24     $ 0.28       (14.3 )%
 
                 
 
                       
Adjusted EBITDA
  $ 32.7     $ 30.3       7.7 %
 
                 
 
                       
Income from continuing operations
  $ 12.8     $ 14.8       (13.0 )%
Income from continuing operations per diluted share
  $ 0.24     $ 0.29       (17.2 )%
 
                 
 
                       
Adjusted income from continuing operations
  $ 14.0     $ 13.0       8.3 %
Adjusted income from continuing operations per diluted share
  $ 0.27     $ 0.25       8.0 %
 
                 
(This release refers to non-GAAP financial measures described as “Adjusted EBITDA”, “Adjusted Income from Continuing Operations”, and “Adjusted Income from Continuing Operations per Diluted Share”. Refer to the accompanying financial tables for supplemental financial data and corresponding reconciliation of these non-GAAP financial measures to certain GAAP financial measures.)
NEW YORK, NY — March 1, 2010 — ABM Industries Incorporated (NYSE:ABM) today announced revenues for the first quarter of fiscal year 2010 of $869.9 million compared to first quarter of fiscal year 2009 revenues of $887.5 million. Net income for the first quarter of fiscal year 2010 was $12.8 million, a 10.1% decrease from $14.2 million in the first quarter of fiscal year 2009. Net income per diluted share for the first quarter of fiscal year 2010 decreased 14.3% to $0.24 compared to first quarter of fiscal year 2009 net income

 

 


 

per diluted share of $0.28. Net income for the first quarter of 2010 included a $1.2 million after-tax expense ($0.03 per diluted share) from items impacting comparability compared to a net gain of $1.8 million ($0.04 per diluted share) from items impacting comparability in the first quarter of fiscal year 2009, which included a $5.8 million after-tax benefit from a settlement with a former third-party administrator of workers’ compensation claims.
“The Company’s financial results essentially met our expectations for the first quarter of the fiscal year” said Henrik Slipsager, president and chief executive officer, ABM Industries Incorporated. “We are encouraged that revenues increased sequentially, our sales pipeline remains strong and client retention is improving compared to the first half of fiscal 2009 — all pointing to an improving sales outlook.
“We are successfully executing our operating strategies around cost controls and cash and expense management. We decreased total expenses by nearly 2% in the first quarter, and reduced our SG&A expenses by 12% year-over-year. SG&A reductions were driven by lower information technology costs as we conclude the upgrade of our enterprise systems and continued aggressive cost controls measures by the Janitorial Division. Operating cash flow remains on plan for the year. Our rigorous focus on managing job profitability helped us achieve 8% increases in both adjusted income and adjusted EBITDA year-over-year.
“Operating profit for our divisions increased nearly 6%. Engineering had a very strong first quarter, with revenues growing nearly 16%, operating profit increasing 7% and a robust sales pipeline building, particularly for ABM Energy Services. Parking increased operating profit by 21% and Janitorial by nearly 6%. We also continue to meet our clients’ demand for an environmentally sustainable approach to facility services as we surpassed more than 200 million square feet of space operating under ABM Janitorial’s industry-leading green cleaning program, including more than 50 million square feet of space that is LEED®-certified by the U.S. Green Building Council.”
Income from continuing operations for the first quarter of fiscal year 2010 was $12.8 million ($0.24 per diluted share) compared to $14.8 million ($0.29 per diluted share) in the year-ago quarter. Excluding items impacting comparability, income from continuing operations increased to $14.0 million, or $0.27 per diluted share, for the first quarter of fiscal year 2010. This compares to income from continuing operations (excluding items impacting comparability) of $13.0 million, or $0.25 per diluted share, in the first quarter of fiscal year 2009.
The Company’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization and excluding discontinued operations and items impacting comparability) for the first quarter of fiscal year 2010 was $32.7 million compared to $30.3 million in the first quarter of fiscal year 2009.
Slipsager continued: “During last year’s recession, we took a series of actions to navigate a difficult economy and position the Company for future growth. We see the signs of progress as revenue trends are moving in the right direction, even with extended sales cycles. While we anticipated increases in state unemployment insurance rates, the states raised these even beyond our projections, which impacted first quarter results by $0.01 to $0.02 cents per diluted share and will have greater impact in the second quarter. We are taking the appropriate action across the Company to mitigate the effect of these taxes going forward. Our existing sales pipeline, coupled with an improving economy, should lead to top line growth year-over-year in the second half of fiscal 2010, and we will continue our aggressive measures to generate bottom line savings by successfully executing our operating strategies.”
The Company also announced that the Board of Directors has declared a second quarter cash dividend of $0.135 per common share payable on May 3, 2010 to stockholders of record on April 8, 2010. This will be ABM’s 176th consecutive quarterly cash dividend.
Guidance
The Company reiterates its estimates that full fiscal year 2010 income from continuing operations per diluted share will be in the range of $1.25 to $1.35 and adjusted income from continuing operations per diluted share, for the same period, will be in the range of $1.35 to $1.45. For comparison purposes, the second quarter of fiscal year 2010 has one additional work day compared to the year-ago quarter.

 

 


 

Conference Call
On Tuesday, March 2, 2010 at 9:00 a.m. (EST), ABM will host a live webcast of remarks by President and Chief Executive Officer Henrik Slipsager and Executive Vice President and Chief Financial Officer James Lusk.
The webcast will be accessible at: [http://investor.abm.com/eventdetail.cfm?eventid=78298]
Listeners are asked to be online at least 15 minutes early to register, as well as to download and install any complimentary audio software that might be required.
Following the call, the webcast will be available at this URL for a period of 90 days.
In addition to the webcast, a limited number of toll-free telephone lines will also be available for listeners who are among the first to call 888-213-3754 within 15 minutes before the event. Telephonic replays will be accessible during the period from two hours to seven days after the call by dialing 888-203-1112 and then entering ID #4391493.
Conference Call Presentation
In connection with the conference call to discuss earnings (see above), a slide presentation related to earnings and operations will be available at the Company’s website at www.abm.com, and can be accessed through the Investor Relations portion of ABM’s website by clicking on the “Presentations” tab.
About ABM Industries Incorporated
ABM Industries Incorporated (NYSE:ABM), which operates through its subsidiaries (collectively “ABM”), is the leading provider of facility services in the United States. With fiscal 2009 revenues of approximately $3.5 billion and approximately 91,000 employees, ABM provides janitorial, facility, engineering, parking and security services for thousands of commercial, industrial, institutional and retail facilities across the United States, Puerto Rico, and British Columbia, Canada. ABM’s business services include ABM Janitorial Services, ABM Facility Services, ABM Engineering Services, Ampco System Parking and ABM Security Services.
Cautionary Statement under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements that set forth management’s anticipated results based on management’s current plans and assumptions. In addition, the financial results reported in this release continue to be subject to adjustment until filing of the Company’s quarterly report on Form 10-Q for the quarter ended January 31, 2010. Any number of factors could cause the Company’s actual results to differ materially from those anticipated. Factors that could cause actual results to differ include but are not limited to the following: (1) risks relating to our acquisition strategy may adversely impact our results of operations; (2) intense competition can constrain our ability to gain business, as well as our profitability; (3) we are subject to volatility associated with high deductibles for certain insurable risks; (4) an increase in costs that we cannot pass on to clients could affect our profitability; (5) we provide our services pursuant to agreements which are cancelable by either party upon 30 to 60 days’ notice; (6) our success depends on our ability to preserve our long-term relationships with clients; (7) our transition to a shared services function could create disruption in functions affected; (8) we incur significant accounting and other control costs that reduce profitability; (9) a decline in commercial office building occupancy and rental rates could affect our revenues and profitability; (10) deterioration in economic conditions in general could further reduce the demand for facility services and, as a result, reduce our earnings and adversely affect our financial condition; (11) the financial difficulties or bankruptcy of one or more of our major clients could adversely affect results; (12) our ability to operate and pay our debt obligations depends upon our access to cash; (13) because ABM conducts business operations through operating subsidiaries, we depend on those entities to generate the funds necessary to meet financial obligations; (14) certain future declines or fluctuations in the fair value of our investments in

 

 


 

auction rate securities that are deemed other-than-temporarily impaired could negatively impact our earnings; (15) uncertainty in the credit markets and the financial services industry may impact our ability to collect receivables on a timely basis and may negatively impact our cash flow; (16) any future increase in the level of debt or in interest rates can affect our results of operations; (17) an impairment charge could have a material adverse effect on our financial condition and results of operations; (18) we are defendants in several class and representative actions or other lawsuits alleging various claims that could cause us to incur substantial liabilities; (19) since we are an attractive employer for recent émigrés to this country and many of our jobs are filled by such, changes in immigration laws or enforcement actions or investigations under such laws could significantly adversely affect our labor force, operations and financial results and our reputation; (20) labor disputes could lead to loss of revenues or expense variations; (21) we participate in multi-employer defined benefit plans which could result in substantial liabilities being incurred; and (22) natural disasters or acts of terrorism could disrupt our services . Additional information regarding these and other risks and uncertainties the Company faces is contained in the Company’s Annual Report on Form 10-K for the year ended October 31, 2009 and in other reports we file from time to time with the Securities and Exchange Commission. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Non-GAAP Financial Information
To supplement ABM’s consolidated financial information, the Company has presented income from continuing operations for the first quarter of fiscal years 2010 and 2009 and guidance for fiscal year 2010, as adjusted for items impacting comparability. These adjustments have been made with the intent of providing financial measures that give management and investors a better understanding of the underlying operational results and trends and ABM’s marketplace performance. In addition, the Company has presented earnings before interest, taxes, depreciation and amortization and excluding discontinued operations and items impacting comparability (adjusted EBITDA) for the first quarter of fiscal years 2010 and 2009. Adjusted EBITDA is among the indicators management uses as a basis for planning and forecasting future periods. The presentation of these non-GAAP financial measures is not meant to be considered in isolation or as a substitute for financial statements prepared in accordance with generally accepted accounting principles in the United States. (See accompanying financial tables for supplemental financial data and corresponding reconciliations to certain GAAP financial measures.)
###

 

 


 

Financial Schedules
(In thousands, except per share data)
CONDENSED CONSOLIDATED INCOME STATEMENT INFORMATION (UNAUDITED)
                         
    Quarter Ended January 31,     Increase  
    2010     2009     (Decrease)  
 
                       
Revenues
  $ 869,884     $ 887,472       (2.0 )%
Expenses
                       
Operating
    782,101       787,268       (0.7 )%
Selling, general and administrative
    62,802       71,387       (12.0 )%
Amortization of intangible assets
    2,775       2,823       (1.7 )%
 
                 
Total expenses
    847,678       861,478       (1.6 )%
 
                 
Operating profit
    22,206       25,994       (14.6 )%
Interest expense
    1,215       1,668       (27.2 )%
 
                 
Income from continuing operations before income taxes
    20,991       24,326       (13.7 )%
Provision for income taxes
    8,155       9,571       (14.8 )%
 
                 
Income from continuing operations
    12,836       14,755       (13.0 )%
Loss from discontinued operations
    (61 )     (538 )   NM*
 
                 
Net Income
  $ 12,775     $ 14,217       (10.1 )%
 
                 
Net Income Per Common Share — Basic
                       
Income from continuing operations
  $ 0.25     $ 0.29       (13.8 )%
Loss from discontinued operations
    0.00       (0.01 )   NM*
 
                 
 
  $ 0.25     $ 0.28       (10.7 )%
 
                 
Net Income Per Common Share — Diluted
                       
Income from continuing operations
  $ 0.24     $ 0.29       (17.2 )%
Loss from discontinued operations
    0.00       (0.01 )   NM*
 
                 
 
  $ 0.24     $ 0.28       (14.3 )%
 
                 
 
                       
* Not Meaningful
                       
 
                       
Average Common And Common Equivalent Shares
                       
Basic
    51,821       51,110          
Diluted
    52,548       51,470          
 
                       
Dividends Declared Per Common Share
  $ 0.135     $ 0.130          

 

 


 

CONDENSED CONSOLIDATED CASH FLOW INFORMATION (UNAUDITED)
                 
    Quarter Ended January 31,  
    2010     2009 (a)  
Net cash (used in) provided by continuing operating activities
    (12,220 )     13,460  
Net cash provided by discontinued operating activities
    3,307       12,619  
 
           
Net cash (used in) provided by operating activities
  $ (8,913 )   $ 26,079  
 
           
Net cash used in investing activities
  $ (6,924 )   $ (5,649 )
 
           
Proceeds from exercises of stock options (including income tax benefit)
    1,251       463  
Dividends paid
    (6,992 )     (6,641 )
Borrowings from line of credit
    131,000       173,000  
Repayment of borrowings from line of credit
    (131,500 )     (176,000 )
Changes in book cash overdrafts
    9,102       (13,852 )
 
           
Net cash provided by (used) in financing activities
  $ 2,861     $ (23,030 )
 
           
     
(a)  
Amount shown for the quarter ended January 31, 2009 reflects an immaterial correction of certain net book credit cash balances; resulting in an increase in net cash used in financing activities for the quarter ended January 31, 2009 in the amount of $13.9 million.

 

 


 

CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION (UNAUDITED)
                 
    January 31,     October 31,  
    2010     2009  
    (Unaudited)        
Assets
               
Cash and cash equivalents
  $ 21,177     $ 34,153  
Trade accounts receivable, net
    476,910       445,241  
Prepaid income taxes
    12,205       13,473  
Current assets of discontinued operations
    8,480       10,787  
Prepaid expenses
    40,332       38,781  
Notes receivable and other
    17,567       21,374  
Deferred income taxes, net
    49,729       52,171  
Insurance recoverables
    4,917       5,017  
 
           
Total current assets
    631,317       620,997  
Non-current assets of discontinued operations
    3,573       4,567  
Insurance deposits
    42,289       42,500  
Other investments and long-term receivables
    5,884       6,240  
Deferred income taxes, net
    61,018       63,444  
Insurance recoverables
    65,800       67,100  
Other assets
    31,852       32,446  
Investments in auction rate securities
    19,651       19,531  
Property, plant and equipment, net
    57,562       56,892  
Other intangible assets, net
    57,425       60,199  
Goodwill
    547,830       547,237  
 
           
Total assets
  $ 1,524,201     $ 1,521,153  
 
           
Liabilities
               
Trade accounts payable
  $ 79,524     $ 84,701  
Accrued liabilities
               
Compensation
    83,658       93,095  
Taxes — other than income
    20,401       17,539  
Insurance claims
    78,174       78,144  
Other
    70,629       66,279  
Income taxes payable
    1,950       1,871  
Current liabilities of discontinued operations
    1,170       1,065  
 
           
Total current liabilities
    335,506       342,694  
Income taxes payable
    20,713       17,763  
Line of credit
    172,000       172,500  
Retirement plans and other
    31,983       32,963  
Insurance claims
    267,883       268,183  
 
           
Total liabilities
    828,085       834,103  
 
           
Stockholders’ Equity
    696,116       687,050  
 
           
Total liabilities and stockholders’ equity
  $ 1,524,201     $ 1,521,153  
 
           

 

 


 

REVENUES AND OPERATING PROFIT BY SEGMENT (UNAUDITED)
                         
    Quarter Ended January 31,     Increase  
    2010     2009     (Decrease)  
Revenues
                       
Janitorial
  $ 584,079     $ 608,420       (4.0 )%
Parking
    112,588       115,669       (2.7 )%
Security
    83,597       85,583       (2.3 )%
Engineering
    89,351       77,216       15.7 %
Corporate
    269       584       (53.9 )%
 
                 
 
  $ 869,884     $ 887,472       (2.0 )%
 
                 
Operating Profit
                       
Janitorial
  $ 34,084     $ 32,311       5.5 %
Parking
    5,026       4,142       21.3 %
Security
    1,346       1,794       (25.0 )%
Engineering
    4,992       4,666       7.0 %
Corporate
    (23,242 )     (16,919 )     (37.4 )%
 
                 
Operating profit
    22,206       25,994       (14.6 )%
Interest expense
    1,215       1,668       (27.2 )%
 
                 
Income from continuing operations before income taxes
  $ 20,991     $ 24,326       (13.7 )%
 
                 

 

 


 

ABM Industries Incorporated
Reconciliations of Non-GAAP Financial Measures
(Unaudited)
(in thousands, except per share data)
                 
    Quarter Ended January 31,  
    2010     2009  
 
               
Reconciliation of Adjusted Income from Continuing Operations to Net Income
               
 
               
Adjusted Income from Continuing Operations
  $ 14,040     $ 12,963  
Items Impacting Comparability, net of taxes
    (1,204 )     1,792  
 
           
Income from Continuing Operations
    12,836       14,755  
 
               
Loss from Discontinued Operations
    (61 )     (538 )
 
           
Net Income
  $ 12,775     $ 14,217  
 
           
 
               
Reconciliation of Adjusted Income from Continuing Operations to Income from Continuing Operations
               
 
               
Adjusted Income from Continuing Operations
  $ 14,040     $ 12,963  
 
               
Items Impacting Comparability:
               
 
               
Corporate Initiatives and Other (a)
    (1,970 )     (6,648 )
Third-Party Administrator Legal Settlement
          9,601  
 
           
Total Items Impacting Comparability
    (1,970 )     2,953  
Income Taxes (Benefit) Expense
    (766 )     1,161  
 
           
Items Impacting Comparability, net of taxes
    (1,204 )     1,792  
 
           
 
               
Income from Continuing Operations
  $ 12,836     $ 14,755  
 
           
 
               
Reconciliation of Adjusted EBITDA to Net Income
               
 
               
Adjusted EBITDA
  $ 32,669     $ 30,347  
 
               
Items Impacting Comparability
    (1,970 )     2,953  
Discontinued Operations
    (61 )     (538 )
Income Tax
    (8,155 )     (9,571 )
Interest Expense
    (1,215 )     (1,668 )
Depreciation and Amortization
    (8,493 )     (7,306 )
 
           
 
               
Net Income
  $ 12,775     $ 14,217  
 
           

 

 


 

Continued
                 
    Quarter Ended January 31,  
    2010     2009  
 
               
Reconciliation of Adjusted Income from Continuing Operations per Diluted Share to Income from Continuing Operations per Diluted Share
               
 
               
Adjusted Income from Continuing Operations per Diluted Share
  $ 0.27     $ 0.25  
 
               
Items Impacting Comparability, net of taxes
    (0.03 )     0.04  
 
           
Income from Continuing Operations per Diluted Share
  $ 0.24     $ 0.29  
 
           
 
               
Diluted Shares
    52,548       51,470  
     
(a)  
Corporate initiatives and other include: (i) costs associated with the implementation of a new payroll and human resources information system, (ii) the upgrade of the Company’s accounting system, (iii) the completion of the corporate move from San Francisco, (iv) the integration costs associated with OneSource, and (v) the write-off of deferred acquisition costs due to the adoption of an accounting pronouncement.

 

 


 

ABM Industries Incorporated
Reconciliation of Estimated Adjusted Income from Continuing Operations per Diluted Share to
Income from Continuing Operations per Diluted Share for the Year Ending October 31, 2010
                 
    Year Ending October 31, 2010  
    Low Estimate     High Estimate  
    (per diluted share)  
 
               
Adjusted Income from Continuing Operations per Diluted Share
  $ 1.35     $ 1.45  
 
               
Adjustments to Income from Continuing Operations (a)
    (0.10 )     (0.10 )
 
               
 
           
Income from Continuing Operations per Diluted Share
  $ 1.25     $ 1.35  
 
           
     
(a)  
Adjustments to income from continuing operations are expected to include additional costs associated with the implementation of new information technology systems and other unique items impacting comparability.

 

 

Exhibit 99.2

Exhibit 99.2

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Introduction of call participants Henrik C. Slipsager, President & Chief Executive Officer James S. Lusk, Executive Vice President & Chief Financial Officer Sarah H. McConnell, Senior Vice President & General Counsel First Quarter 2010 Highlights Financial Review Operating Results 2010 Annual Guidance 2


 

This presentation contains forward-looking statements that set forth management's anticipated results based on management's current plans and assumptions. In addition, the financial results reported in this presentation continue to be subject to adjustment until filing of the Company's quarterly report on Form 10-Q for the quarter ended January 31, 2010. Any number of factors could cause the Company's actual results to differ materially from those anticipated. Factors that could cause actual results to differ include but are not limited to the following: (1) risks relating to our acquisition strategy may adversely impact our results of operations; (2) intense competition can constrain our ability to gain business, as well as our profitability; (3) we are subject to volatility associated with high deductibles for certain insurable risks; (4) an increase in costs that we cannot pass on to clients could affect our profitability; (5) we provide our services pursuant to agreements which are cancelable by either party upon 30 to 60 days' notice; (6) our success depends on our ability to preserve our long-term relationships with clients; (7) our transition to a shared services function could create disruption in functions affected; (8) we incur significant accounting and other control costs that reduce profitability; (9) a decline in commercial office building occupancy and rental rates could affect our revenues and profitability; (10) deterioration in economic conditions in general could further reduce the demand for facility services and, as a result, reduce our earnings and adversely affect our financial condition; (11) the financial difficulties or bankruptcy of one or more of our major clients could adversely affect results; (12) our ability to operate and pay our debt obligations depends upon our access to cash; (13) because ABM conducts business operations through operating subsidiaries, we depend on those entities to generate the funds necessary to meet financial obligations; (14) certain future declines or fluctuations in the fair value of our investments in auction rate securities that are deemed other-than- temporarily impaired could negatively impact our earnings; (15) uncertainty in the credit markets and the financial services industry may impact our ability to collect receivables on a timely basis and may negatively impact our cash flow; (16) any future increase in the level of debt or in interest rates can affect our results of operations; (17) an impairment charge could have a material adverse effect on our financial condition and results of operations; (18) we are defendants in several class and representative actions or other lawsuits alleging various claims that could cause us to incur substantial liabilities; (19) since we are an attractive employer for recent emigres to this country and many of our jobs are filled by such, changes in immigration laws or enforcement actions or investigations under such laws could significantly adversely affect our labor force, operations and financial results and our reputation; (20) labor disputes could lead to loss of revenues or expense variations; (21) we participate in multi-employer defined benefit plans which could result in substantial liabilities being incurred; and (22) natural disasters or acts of terrorism could disrupt our services . Additional information regarding these and other risks and uncertainties the Company faces is contained in the Company's Annual Report on Form 10-K for the year ended October 31, 2009 and in other reports we file from time to time with the Securities and Exchange Commission. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. 3


 

During the course of this presentation, certain non- GAAP financial measures described as "Adjusted EBITDA," "Adjusted Income from Continuing Operations," and "Adjusted Income from Continuing Operations per Diluted Share" that were not prepared in accordance with U.S. GAAP will be presented. A reconciliation of these non-GAAP financial measures those numbers to GAAP financial measures is available on the Company's website under "Investor Relations" and at the end of this presentation. 4


 

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Essentially met our expectations for the first quarter Adjusted Income from Continuing Operations up 8.3% to $14.0 million On a per diluted share basis, Adjusted Income from Continuing Operations increased 8% to $0.27 Operating profit, excluding corporate segment up 5.9% Adjusted EBITDA up 7.7% to $32.7 million Adjusted EBITDA margins increased 34 basis points year-over-year to 3.76% Cash Flow from operations a use of nearly $9 million Timing of account collections received from clients and payments made on vendor invoices Announced our 176th consecutive dividend 6


 

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($ in thousands) 1Excludes Corporate Summary Revenue base has stabilized Engineering revenue up again on a year-over-year basis as sales momentum continues Parking recorded $56 million related solely for reimbursable costs compared to $60 million in 2009 Tag revenue averaged approximately $13 million per month in the quarter Sales pipeline and sales activity remain robust, sales cycle is being extended 10


 

($ in thousands) 1Excludes Corporate Summary Continued focus on managing job profitability leads to another quarter of growth in division profits despite higher than anticipated state unemployment taxes Parking achieves another quarter of double digit growth Security segment significantly impacted by higher state unemployment taxes Taking the appropriate action across the Company to mitigate the effect of higher state unemployment taxes 11


 

Continue to anticipate sequential revenue growth Expect revenue in second half of fiscal year to be above prior year comparable Working to leverage investments in infrastructure to generate savings in fiscal 2011 Positioned for improving cash flow. Cash tax rate for fiscal 2010 to be approximately 2% Guidance Reiterating previously issued range for full year income from continuing operations of $1.25 to $1.35 per diluted share Adjusted income from continuing operations of $1.35 to $1.45 per diluted share The second quarter of fiscal 2010 has one more work day compared to the second quarter of 2009 12


 

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