Impact of Adopting Topic 606 and Topic 853 on the Consolidated Financial Statements
On November 1, 2018, we recorded a pre-tax increase of $9.1 million to our opening retained earnings as a result of adopting Topic 606. These changes primarily related to: (1) the capitalization of certain commission costs that were previously expensed as incurred; (2) the deferral of revenue, and the associated margin, on uninstalled materials associated with certain project type contracts that will now be recognized when installation is substantially complete; and (3) the deferral of initial franchise license fees that were previously recognized when the franchise license term began but will now be recognized over the term of the initial franchise arrangement. Changes to our consolidated balance sheets include the separate presentation of costs incurred in excess of amounts billed, which were previously included in trade accounts receivable, net. Additionally, in accordance with Topic 853, rent expense related to service concession arrangements, which was previously classified as an operating expense, is now classified as a reduction of revenues.
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| | | | | | | | | | | | |
(in millions) | | Balance at October 31, 2018 | | Adjustments Due to Adoption of Topic 606 | | Balance at November 1, 2018 |
ASSETS | | | | | | |
Current assets | | | | | | |
Trade accounts receivable, net | | $ | 1,014.1 |
| | $ | (40.1 | ) | | $ | 974.0 |
|
Costs incurred in excess of amounts billed | | — |
| | 40.1 |
| | 40.1 |
|
Other current assets | | 37.0 |
| | 3.6 |
| | 40.6 |
|
Other noncurrent assets | | 109.6 |
| | 11.5 |
| | 121.1 |
|
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
Current liabilities | | | | | | |
Other accrued liabilities | | $ | 152.7 |
| | $ | 6.0 |
| | $ | 158.9 |
|
Deferred income tax liability, net | | 37.8 |
| | 2.6 |
| | 40.3 |
|
Retained earnings | | 771.2 |
| | 6.5 |
| | 777.6 |
|
The impact of adopting Topic 606 on our unaudited consolidated balance sheet as of April 30, 2019 was as follows:
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| | | | | | | | | | | | |
| | As of April 30, 2019 |
(in millions) | | Under Historical Guidance | | Effect of Adoption | | As Reported |
ASSETS | | | | | | |
Current assets | | | | | | |
Other current assets | | $ | 42.7 |
| | $ | 8.1 |
| | $ | 50.9 |
|
Other noncurrent assets | | 117.6 |
| | 11.5 |
| | 129.1 |
|
| | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | |
Current liabilities | | | | | | |
Other accrued liabilities | | $ | 169.0 |
| | $ | 6.0 |
| | $ | 175.0 |
|
Deferred income tax liability, net | | 31.3 |
| | 1.3 |
| | 32.6 |
|
Retained earnings | | 783.6 |
| | 12.3 |
| | 795.9 |
|
The impacts of adopting Topic 606 and Topic 853 on our unaudited consolidated statements of comprehensive income for the three and six months ended April 30, 2019 were as follows:
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| | | | | | | | | | | | | | | | | | | | | | | | |
|
| Three Months Ended April 30, 2019 |
| Six Months Ended April 30, 2019 |
(in millions, except per share amounts) |
| Under Historical Guidance |
| Effect of Adoption |
| As Reported |
| Under Historical Guidance |
| Effect of Adoption |
| As Reported |
Revenues |
| $ | 1,608.1 |
|
| $ | (13.4 | ) |
| $ | 1,594.7 |
|
| $ | 3,226.0 |
|
| $ | (23.4 | ) |
| $ | 3,202.6 |
|
Operating expenses |
| 1,426.4 |
|
| (12.2 | ) |
| 1,414.2 |
|
| 2,883.7 |
|
| (23.6 | ) |
| 2,860.2 |
|
Selling, general and administrative expenses |
| 112.0 |
|
| (3.5 | ) |
| 108.4 |
|
| 225.6 |
|
| (4.5 | ) |
| 221.1 |
|
Income tax provision |
| 12.0 |
|
| 0.6 |
|
| 12.6 |
|
| 16.1 |
|
| 1.2 |
|
| 17.3 |
|
Net income |
| 28.0 |
|
| 1.7 |
|
| 29.7 |
|
| 39.2 |
|
| 3.4 |
|
| 42.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share — Basic |
| $ | 0.42 |
|
| $ | 0.03 |
|
| $ | 0.45 |
|
| $ | 0.59 |
|
| $ | 0.05 |
|
| $ | 0.64 |
|
Net income per common share — Diluted |
| $ | 0.42 |
|
| $ | 0.03 |
|
| $ | 0.45 |
|
| $ | 0.59 |
|
| $ | 0.05 |
|
| $ | 0.64 |
|
There were no significant impacts on our consolidated statements of cash flows other than offsetting shifts in net cash provided by operating activities between net income and various changes in working capital line items.
Disaggregation of Revenue
We generate revenues under several types of contracts, as further explained below. Generally, the type of contract is determined by the nature of the services provided by each of our major service lines throughout our reportable segments; therefore, we disaggregate revenue from contracts with customers into major service lines. We have determined that disaggregating revenue into these categories best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Our reportable segments are Business & Industry (“B&I”), Aviation, Technology and Manufacturing (“T&M”), Education, Technical Solutions, and Healthcare, as described in Note 11, “Segment Information.”
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended April 30, 2019 |
(in millions) | | B&I | | Aviation | | T&M | | Education | | Technical Solutions | | Healthcare | | Total |
Major Service Line | | | | | | | | | | | | | | |
Janitorial(1) | | $ | 542.8 |
| | $ | 30.4 |
| | $ | 184.4 |
| | $ | 184.2 |
| | $ | — |
| | $ | 36.6 |
| | $ | 978.5 |
|
Parking(2) | | 111.2 |
| | 84.2 |
| | 5.9 |
| | 0.8 |
| | — |
| | 14.6 |
| | 216.7 |
|
Facility Services(3) | | 99.3 |
| | 17.9 |
| | 34.0 |
| | 20.6 |
| | — |
| | 15.1 |
| | 186.9 |
|
Building & Energy Solutions(4) | | — |
| | — |
| | — |
| | — |
| | 127.6 |
| | — |
| | 127.6 |
|
Airline Services(5) | | 0.2 |
| | 117.4 |
| | — |
| | — |
| | — |
| | — |
| | 117.6 |
|
| | $ | 753.4 |
| | $ | 250.0 |
| | $ | 224.3 |
| | $ | 205.6 |
| | $ | 127.6 |
| | $ | 66.3 |
| | $ | 1,627.3 |
|
Elimination of inter-segment revenues | | | | | | | | | | | | | | (32.6 | ) |
Total | | | | | | | | | | | | | | $ | 1,594.7 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended April 30, 2019 |
(in millions) | | B&I | | Aviation | | T&M | | Education | | Technical Solutions | | Healthcare | | Total |
Major Service Line | | | | | | | | | | | | | | |
Janitorial(1) | | $ | 1,092.5 |
| | $ | 61.5 |
| | $ | 372.2 |
| | $ | 367.5 |
| | $ | — |
| | $ | 74.6 |
| | $ | 1,968.4 |
|
Parking(2) | | 225.5 |
| | 170.0 |
| | 13.3 |
| | 1.6 |
| | — |
| | 28.3 |
| | 438.8 |
|
Facility Services(3) | | 209.5 |
| | 35.9 |
| | 74.8 |
| | 41.3 |
| | — |
| | 30.1 |
| | 391.6 |
|
Building & Energy Solutions(4) | | — |
| | — |
| | — |
| | — |
| | 235.5 |
| | — |
| | 235.5 |
|
Airline Services(5) | | 0.4 |
| | 234.9 |
| | 0.1 |
| | — |
| | — |
| | — |
| | 235.3 |
|
| | $ | 1,527.9 |
| | $ | 502.4 |
| | $ | 460.4 |
| | $ | 410.3 |
| | $ | 235.5 |
| | $ | 133.0 |
| | $ | 3,269.6 |
|
Elimination of inter-segment revenues | | | | | | | | | | | | | | (67.0 | ) |
Total | | | | | | | | | | | | | | $ | 3,202.6 |
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(1) Janitorial arrangements provide a wide range of essential cleaning services for commercial office buildings, airports and other transportation centers, educational institutions, government buildings, health facilities, industrial buildings, retail stores, and stadiums and arenas.
(2) Parking arrangements provide parking and transportation services for clients at various locations, including airports and other transportation centers, commercial office buildings, educational institutions, health facilities, hotels, and stadiums and arenas. Certain of our management reimbursement, leased, and allowance location arrangements are considered service concession agreements and are accounted for under the guidance of Topic 853. For the three and six months ended April 30, 2019, rent expense related to service concession arrangements, previously recorded within operating expenses, has been recorded as a reduction of the related parking service revenues.
(3) Facility Services arrangements provide onsite mechanical engineering and technical services and solutions relating to a broad range of facilities and infrastructure systems that are designed to extend the useful life of facility fixed assets, improve equipment operating efficiencies, reduce energy consumption, lower overall operational costs for clients, and enhance the sustainability of client locations.
(4) Building & Energy Solutions arrangements provide custom energy solutions, electrical, HVAC, lighting, and other general maintenance and repair services for clients in the public and private sectors. We also franchise certain operations under franchise agreements relating to our Linc Network and TEGG brands.
(5) Airline Services arrangements support airlines and airports with services ranging from passenger assistance, catering logistics, and airplane cabin maintenance.
Contracts with Customers
We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Once a contract is identified, we evaluate whether it is a combined or single contract and whether it should be accounted for as more than one performance obligation. Generally, most of our contracts are cancelable by either party without a substantive penalty and the majority have a notification period of 30 to 60 days. If a contract includes a cancellation clause, the remaining contract term is limited to the required termination notice period.
At contract inception, we assess the services promised to our customers and identify a performance obligation for each promise to transfer to the customer a service, or a bundle of services, that is distinct. To identify the performance obligation, we consider all of our services promised in the contract, regardless of whether they are explicitly stated or are implied by customary business practices.
The majority of our contracts contain multiple promises that represent an integrated bundle of services comprised of activities that may vary over time; however, these activities fulfill a single integrated performance obligation since we perform a continuous service that is substantially the same and has the same pattern of transfer to the customer. Our performance obligations are primarily satisfied over time as we provide the related services. We allocate the contract transaction price to this single performance obligation and recognize revenue as the services are performed, as further described in “Contract Types” below.
Certain arrangements involve variable consideration (primarily per transaction fees, reimbursable expenses, and sales-based royalties). We do not estimate the variable consideration for these arrangements; rather, we recognize these variable fees in the period they are earned. Some of our contracts, often related to Airline Services, may also include performance incentives based on variable performance measures that are ascertained exclusively by future performance and therefore cannot be estimated at contract inception and are recognized as revenue once known and mutually agreed upon. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current, and forecasted) that is reasonably available to us.
We primarily account for our performance obligations under the series guidance, using the as-invoiced practical expedient when applicable. We apply the as-invoiced practical expedient to record revenue as the services are provided, given the nature of the services provided and the frequency of billing under the customer contracts. Under this practical expedient, we recognize revenue in an amount that corresponds directly with the value to the customer of our performance completed to date and for which we have the right to invoice the customer.
We typically bill customers on a monthly basis and have the right to consideration from customers in an amount that corresponds directly with the performance obligation satisfied to date. The time between completion of the performance obligation and collection of cash is generally 30 to 60 days. Sales-based taxes are excluded from revenue.
Contracts generally can be modified to account for changes in specifications and requirements. We consider contract modifications to exist when the modification either changes the consideration, creates new performance obligations, or changes the existing scope of the contract and related performance obligations. Historically, contract modifications have been for services that are not distinct from the existing contract, since we are providing a bundle of services that are highly inter-related and are therefore treated as if they were part of that existing contract. Such modifications are generally accounted for prospectively as part of the existing contract.
Contract Types
We have arrangements under various contract types within our major service lines.
Monthly Fixed-Price
Monthly fixed-price arrangements are contracts in which the client agrees to pay a fixed fee every month over a specified contract term. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time because the customer simultaneously receives and consumes the benefits of the services as they are performed. Certain Janitorial, Facilities Services, and Airline Services contracts are structured pursuant to this type of arrangement.
Square-Foot
Monthly square-foot arrangements are contracts in which the client agrees to pay a fixed fee every month based on the actual square footage serviced over a specified contract term. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time because the customer simultaneously receives and consumes the benefits of the services as they are performed. Certain Janitorial contracts are structured pursuant to this type of arrangement.
Cost-Plus
Cost-plus arrangements are contracts in which the clients reimburse us for the agreed-upon amount of wages and benefits, payroll taxes, insurance charges, and other expenses associated with the contracted work, plus a profit margin. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time because the customer simultaneously receives and consumes the benefits of the services as they are performed. Certain Janitorial, Facilities Services, and Airline Services contracts are structured pursuant to this type of arrangement.
Tag Services
Tag work generally consists of supplemental services requested by clients outside of the standard service specification and includes cleanup after tenant moves, construction cleanup, flood cleanup, and snow removal. Because the nature of these short-term contracts involves performing one-off type services, revenue is recognized at the agreed-upon contractual amount over time as the services are provided, because the customer simultaneously receives and consumes the benefits of the services as they are performed. Certain Janitorial and Facilities Services are often structured under this type of arrangement.
Transaction-Price
Transaction-price contracts are arrangements in which customers are billed a fixed price for each transaction performed on a monthly basis (e.g., wheelchair passengers served, airplane cabins cleaned). We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time because the customer simultaneously receives and consumes the benefits of the services as they are performed. Certain Airline Services contracts are structured under this type of arrangement.
Hourly
Hourly arrangements are contracts in which the client is billed a fixed hourly rate for each labor hour provided. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual amount over time because the customer simultaneously receives and consumes the benefits of the services as they are performed. Certain Airline Services contracts are structured under this type of arrangement.
Management Reimbursement
Under management reimbursement arrangements, within our Parking service line, we manage a parking facility for a management fee and pass through the revenue and expenses associated with the facility to the owner. We measure progress toward satisfaction of the performance obligation over time as the services are provided. Under these contracts we recognize both revenues and expenses, in equal amounts, that are directly reimbursed from the property owner for operating expenses, as such expenses are incurred. Such revenues do not include gross customer collections at the managed locations because they belong to the property owners. We have determined we are the principal in these transactions, because the nature of our performance obligation is for us to provide the services on behalf of the customer and we have control of the promised services before they are transferred to the customer.
Leased Location
Under leased location parking arrangements, within our Parking service line, we pay a fixed amount of rent, plus a percentage of revenues derived from monthly and transient parkers, to the property owner. We retain all revenues and we are responsible for most operating expenses incurred. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized over time because the customer simultaneously receives and consumes the benefits of the services as they are performed.
As described above and in Note 2, “Basis of Presentation and Significant Accounting Policies,” and in accordance with Topic 853, rental expense and certain other expenses under contracts that meet the definition of service concession arrangements are recorded as a reduction of revenue.
Allowance
Under allowance parking arrangements, within our Parking service line, we are paid a fixed amount or hourly rate to provide parking services and we are responsible for certain operating expenses that are specified in the contract. We measure progress toward satisfaction of the performance obligation as the services are provided, and revenue is recognized at the agreed-upon contractual rate over time because the customer simultaneously receives and consumes the benefits of the services as they are performed.
Energy Savings Contracts and Fixed-Price Repair and Refurbishment
Under energy savings and fixed-price repair and refurbishment arrangements, within our Building & Energy Solutions service line, we agree to develop, design, engineer, and construct a project. Additionally, as part of bundled energy solutions arrangements, we guarantee the project will satisfy agreed-upon performance standards.
We use the cost-to-cost method, which compares the actual costs incurred to date with the current estimate of total costs to complete in order to measure the satisfaction of the performance obligation and recognize revenue as work progresses and we incur costs on our contracts; we believe this method best reflects the transfer of control to the customer. This measurement and comparison process requires updates to the estimate of total costs to complete the contract, and these updates may include subjective assessments and judgments. Equipment purchased for these projects is project-specific and considered a value-added element to our work. Equipment costs are incurred when title is transferred to us, typically upon delivery to the work site. Revenue for uninstalled equipment is recognized at cost and the associated margin is deferred until installation is substantially complete.
We recognize revenue over time for all of our services as we perform them, because (i) control continuously transfers to the customer as work progresses or (ii) we have the right to bill the customer as costs are incurred. The customer typically controls the work in process as evidenced either by contractual termination clauses or by our rights to payment for work performed to date plus a reasonable profit to deliver products or services that do not have an alternative use to us.
Certain project contracts include a schedule of billings or invoices to the customer based on our job-to-date percentage of completion of specific tasks inherent in the fulfillment of our performance obligation(s) or in accordance with a fixed billing schedule. Fixed billing schedules may not precisely match the actual costs incurred. Therefore, revenue recognized may differ from amounts that can be billed or invoiced to the customer at any point during the contract, resulting in balances that are considered revenue recognized in excess of cumulative billings or cumulative billings in excess of revenue recognized. Advanced payments from our customers generally do not represent a significant financing component as the payments are used to meet working capital demands that can be higher in the early stages of a contract, as well as to protect us from our customer failing to meet its obligations under the contract.
Certain projects include service maintenance agreements under which existing systems are repaired and maintained for a specific period of time. We generally recognize revenue under these arrangements over time. Our service maintenance agreements are generally one-year renewable agreements.
Franchise
We franchise certain engineering services through individual and area franchises under the Linc Service and TEGG brands, which are part of ABM Technical Solutions and are included in our Building & Energy Solutions service line. Initial franchise fees result from the sale of a franchise license and include the use of the name, trademarks, and proprietary methods. The franchise license is considered symbolic intellectual property, and revenue related to the sale of this right is recognized at the agreed-upon contractual amount over the term of the initial franchise agreement.
Royalty fee revenue consists of sales-based royalties received as part of the consideration for the franchise right, which is calculated as a percentage of the franchisees’ revenue. We recognize royalty fee revenue at the agreed-upon contractual rates over time as the customer revenue is generated by the franchisees. A receivable is recognized for an estimate of the unreported royalty fees, which are reported and remitted to us in arrears.
Remaining Performance Obligations
At April 30, 2019, we had $258.4 million related to performance obligations that were unsatisfied or partially unsatisfied for which we expect to recognize revenue. We expect to recognize revenue on approximately 67% of the remaining performance obligations over the next 12 months, with the remaining recognized thereafter.
These amounts exclude variable consideration primarily related to: (1) contracts where we have determined that the contract consists of a series of distinct service periods and revenues are based on future performance that cannot be estimated at contract inception; (2) parking contracts where we and the customer share the gross revenues or operating profit for the location; and (3) contracts where transaction prices include performance incentives that are based on future performance and therefore cannot be estimated at contract inception. We apply the practical expedient that permits exclusion of information about the remaining performance obligations with original expected durations of one year or less.
Costs to Obtain a Contract With a Customer
We capitalize the incremental costs of obtaining a contract with a customer, primarily commissions, as contract assets and recognize the expense on a straight-line basis over a weighted average expected customer relationship period. Upon adoption of Topic 606 on November 1, 2018, we capitalized $15.1 million of commissions related to contracts that were not completed at that date. Capitalized commissions are classified as current or noncurrent based on the timing of when we expect to recognize the expense.
Contract Balances
The timing of revenue recognition, billings, and cash collections results in contract assets and contract liabilities, as further explained below. The timing of revenue recognition may differ from the timing of invoicing to customers. If a contract includes a cancellation clause that allows for the termination of the contract by either party without a substantive penalty, the contract term is limited to the termination notice period.
Contract assets consist of billed trade receivables, unbilled trade receivables, and costs incurred in excess of amounts billed. Billed and unbilled trade receivables represent amounts from work completed in which we have an unconditional right to bill our customer. Costs incurred in excess of amounts billed typically arise when the revenue recognized on projects exceeds the amount billed to the customer. These amounts are transferred to billed trade receivables when the rights become unconditional. Contract liabilities consist of deferred revenue and advance payments and billings in excess of revenue recognized. We generally classify contract liabilities as current since the related contracts are generally for a period of one year or less. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation.
The following tables present the balances in our contract assets and contract liabilities:
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| | | | | | | | |
(in millions) | | April 30, 2019 | | November 1, 2018 |
Contract assets | | | | |
Billed trade receivables(1) | | $ | 988.6 |
| | $ | 918.9 |
|
Unbilled trade receivables(1) | | 79.8 |
| | 74.3 |
|
Costs incurred in excess of amounts billed(2) | | 53.8 |
| | 40.1 |
|
Capitalized commissions(3) | | 19.6 |
| | 15.1 |
|
(1) Included in trade accounts receivable, net, on the consolidated balance sheets. The fluctuation correlates directly to the execution of new customer contracts and to invoicing and collections from customers in the normal course of business.
(2) Increase is primarily due to the timing of payments on our contracts measured using the cost-to-cost method of revenue recognition.
(3) Included in other current assets and other noncurrent assets on the consolidated balance sheets. During the six months ended April 30, 2019, we capitalized $7.9 million of new costs and amortized $3.4 million of previously capitalized costs. There was no impairment loss recorded on the costs capitalized.
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| | | | |
(in millions) | | Six Months Ended
April 30, 2019 |
Contract liabilities(1) | | |
Balance at beginning of period | | $ | 41.7 |
|
Additional contract liabilities | | 204.5 |
|
Recognition of deferred revenue | | (195.7 | ) |
Balance at end of period | | $ | 50.5 |
|
(1) Included in other accrued liabilities on the consolidated balance sheets.
